Resumen corto:
Codelco emitirá bonos por US$780 millones a tasa del 3.7%, vencimiento en 2050, en colocación internacional bajo reglas US y Europa, con emisión total de US$780 millones y firma del acuerdo el 19/10/2021.
**********
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
FORMULARIO HECHO ESENCIAL
COLOCACIÓN DE BONOS EN EL EXTRANJERO
1.0 IDENTIFICACIÓN DEL EMISOR
1.1
1.2
1.3
1.4
1.5
1.6
1.7
Razón Social
Nombre fantasía
R.U.T.
NO Inscripción Reg. Valores Dirección
Teléfono
Actividades y negocios
Corporación Nacional del Cobre de Chile CODELCO-CHILE
61.704.000-K
785
Huérfanos 1270, Comuna de Santiago, Santiago 22 690 3000
Ver Anexo 1.
2.0 ESTA COMUNICACIÓN SE HACE EN VIRTUD DE LO ESTABLECIDO EN EL ARTÍCULO 9 E INCISO SEGUNDO DEL ARTICULO 10* DE LA LEY N* 18.045, Y SE TRATA DE UN HECHO ESENCIAL RESPECTO DE LA SOCIEDAD, SUS NEGOCIOS, SUS VALORES DE OFERTA PÚBLICA YO DE LA OFERTA DE ELLOS, SEGÚN CORRESPONDA.
3.0 CARACTERÍSTICAS EMISIÓN
3.1
3.2
3.3
3.4
3.4.1
3.4.2
3.4.3
3.4.4
3.4.5
3.4.6
3.4.7
Moneda de denominación Moneda total emisión
Portador a la orden
Series Monto de la serie N* de bonos
Valor nominal bono
Tipo reajuste Tasa de interés
Fecha de emisión [ Dólares de los Estados Unidos de América (US$). |] [US$ 780.000.000 |]
Bonos registrados a nombre de los tenedores en los libros de DTC
Bonos 2050
US$ 780.000.000
Ver 3.4.3
US$200.000 mínimo. En caso de sumas superiores, serán por múltiplos de US$1,000.
NA
3,700%
19102021
Para cada serie llenar la siguiente tabla de desarrollo:
COMISIÓN PARA EL MERCADO FINANCIERO
1
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
Bonos 2050:
El capital de los bonos será pagadero en su integridad a su vencimiento, el día 30 de enero de 2050.
Los bonos devengarán un interés de 3,700% anual, calculado en base de un año de 360 días, el cual será pagadero en 57 cuotas los días 30 de enero y 30 de julio de cada año, a partir del 30 de enero de 2022.
N* Cuota | N* Cuota Fecha Intereses Amortización Total Cuota | Saldo Capital Interés | Amortiz.
1 – 30-ene-2022 14.430.000 – 14.430.000 780.000.000 2 – 30-jul-2022 14.430.000 – 14.430.000 780.000.000 3 – 30-ene-2023 14.430.000 – 14.430.000 780.000.000 4 – 30-jul-2023 14.430.000 – 14.430.000 780.000.000 5 – 30-ene-2024 14.430.000 – 14.430.000 780.000.000 6 – 30-jul-2024 14.430.000 – 14.430.000 780.000.000 7 – 30-ene-2025 14.430.000 – 14.430.000 780.000.000 8 – 30-jul-2025 14.430.000 – 14.430.000 780.000.000 9 – 30-ene-2026 14.430.000 – 14.430.000 780.000.000 10 – 30-jul-2026 14.430.000 – 14.430.000 780.000.000 11 – 30-ene-2027 14.430.000 – 14.430.000 780.000.000 12 – 30-jul-2027 14.430.000 – 14.430.000 780.000.000 13 – 30-ene-2028 14.430.000 – 14.430.000 780.000.000 14 – 30-jul-2028 14.430.000 – 14.430.000 780.000.000 15 – 30-ene-2029 14.430.000 – 14.430.000 780.000.000 16 – 30-jul-2029 14.430.000 – 14.430.000 780.000.000 17 – 30-ene-2030 14.430.000 – 14.430.000 780.000.000 18 – 30-jul-2030 14.430.000 – 14.430.000 780.000.000 19 – 30-ene-2031 14.430.000 – 14.430.000 780.000.000 20 – 30-jul-2031 14.430.000 – 14.430.000 780.000.000 21 – 30-ene-2032 14.430.000 – 14.430.000 780.000.000 22 – 30-jul-2032 14.430.000 – 14.430.000 780.000.000 23 – 30-ene-2033 14.430.000 – 14.430.000 780.000.000 24 – 30-jul-2033 14.430.000 – 14.430.000 780.000.000 25 – 30-ene-2034 14.430.000 – 14.430.000 780.000.000 26 – 30-jul-2034 14.430.000 – 14.430.000 780.000.000 27 – 30-ene-2035 14.430.000 – 14.430.000 780.000.000 28 – 30-jul-2035 14.430.000 – 14.430.000 780.000.000 29 – 30-ene-2036 14.430.000 – 14.430.000 780.000.000 30 – 30-jul-2036 14.430.000 – 14.430.000 780.000.000 31 – 30-ene-2037 14.430.000 – 14.430.000 780.000.000 32 – 30-jul-2037 14.430.000 – 14.430.000 780.000.000 33 – 30-ene-2038 14.430.000 – 14.430.000 780.000.000 34 – 30-jul-2038 14.430.000 – 14.430.000 780.000.000 35 – 30-ene-2039 14.430.000 – 14.430.000 780.000.000 36 – 30-jul-2039 14.430.000 – 14.430.000 780.000.000 37 – 30-ene-2040 14.430.000 – 14.430.000 780.000.000 38 – 30-jul-2040 14.430.000 – 14.430.000 780.000.000 39 – 30-ene-2041 14.430.000 – 14.430.000 780.000.000 40 – 30-jul-2041 14.430.000 – 14.430.000 780.000.000 41 – 30-ene-2042 14.430.000 – 14.430.000 780.000.000 42 – 30-jul-2042 14.430.000 – 14.430.000 780.000.000 43 – 30-ene-2043 14.430.000 – 14.430.000 780.000.000 44 – 30-jul-2043 14.430.000 – 14.430.000 780.000.000 45 – 30-ene-2044 14.430.000 – 14.430.000 780.000.000 46 – 30-jul-2044 14.430.000 – 14.430.000 780.000.000 47 – 30-ene-2045 14.430.000 – 14.430.000 780.000.000 48 – 30-jul-2045 14.430.000 – 14.430.000 780.000.000
COMISIÓN PARA EL MERCADO FINANCIERO 2
COMISIÓN PARA EL MERCADO FINANCIERO
CHILE 49 – 30-ene-2046 14.430.000 – 14.430.000 780.000.000 50 – 30-jul-2046 14.430.000 – 14.430.000 780.000.000 51 – 30-ene-2047 14.430.000 – 14.430.000 780.000.000 52 – 30-jul-2047 14.430.000 – 14.430.000 780.000.000 53 – 30-ene-2048 14.430.000 – 14.430.000 780.000.000 54 – 30-jul-2048 14.430.000 – 14.430.000 780.000.000 55 – 30-ene-2049 14.430.000 – 14.430.000 780.000.000 56 – 30-jul-2049 14.430.000 – 14.430.000 780.000.000 57 – 30-ene-2050 14.430.000 780.000.000 794.430.000 0
3.5 Garantías o e
3.5.1 Tipo y montos de las garantías No aplica.
3.6 Amortización Extraordinaria:
3.6.1 Procedimientos y fechas: No aplica.
5.0 PAÍS DE COLOCACIÓN
5.1 Nombre Bonos vendidos a los Compradores Iniciales (Initial Purchasers) domiciliados en los Estados Unidos de América.
5.2 Normas para obtener autorización de transar
Rule 144 A y Regulation S de la US Securities Act de 1933 de los Estados Unidos de América.
6.0 INFORMACIÓN QUE PROPORCIONARÁ
6.1 A futuros tenedores de bonos
Prospecto informativo (Offering Memorandum) de fecha 19 de Octubre de
2021. Ver Anexo 2.
6.2 A futuros representantes de tenedores de bonos
Mismo documento mencionado en el punto 6.1 precedente.
7.0 CONTRATO DE EMISION
7.1 Características generales
Contrato de Compraventa (Purchase Agreement) celebrado el día 19 de Octubre de 2021 entre (A) Corporación Nacional del Cobre de Chile, como emisor de los bonos, y (B) BofA Securities Inc.; J.P.
COMISIÓN PARA EL MERCADO FINANCIERO 3
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
Morgan Securities LLC; BNP Paribas Securities Corp. y Santander Investment Securities Inc. como Compradores Iniciales (Initial Purchasers). Ver Anexo 3.
El objeto del Purchase Agreement fue la adquisición, por los Compradores Iniciales (Initial Purchasers), de la totalidad de los bonos emitidos por Corporación Nacional del Cobre de Chile, bajo los términos y condiciones que se expresan en dicho contrato.
7.2 Derechos y obligaciones de los tenedores de bonos
Los bonos emitidos por Corporación Nacional del Cobre de Chile constituyen obligaciones directas, no garantizadas y no subordinadas de la compañía emisora. Los tenedores de bonos pueden declarar exigible anticipadamente la totalidad del capital más intereses en ciertos casos de incumplimiento por parte de Corporación Nacional del Cobre de Chile.
COMISIÓN PARA EL MERCADO FINANCIERO 4
COMISIÓN PARA EL MERCADO FINANCIERO
CHILE
8.0 OTROS ANTECEDENTES IMPORTANTES Los bonos no han sido registrados en los Estados Unidos de América bajo la U.S.
Securities Act de 1933 y, por lo tanto, solamente podrán ser vendidos a ciertos compradores institucionales calificados de acuerdo a lo dispuesto en la Rule 144 A de la mencionada ley yo fuera de los Estados Unidos de América, de acuerdo con lo señalado en la Regulation S de la misma norma.
9.0 DECLARACION DE RESPONSABILIDAD
El suscrito, en su calidad de Presidente Ejecutivo de la Corporación Nacional del Cobre de Chile (la “Sociedad”), ambos domiciliados en calle Huérfanos 1270, Santiago, a fin de dar debido cumplimiento a lo dispuesto en la Circular N*1072 de la Superintendencia de Valores y Seguros (hoy CMP), declara y da fe, bajo juramento, en este acto y bajo su correspondiente responsabilidad legal, respecto de la plena y absoluta veracidad y autenticidad de toda la información presentada y adjuntada por la Sociedad a la CMF en el presente “Formulario de Hecho Esencial Colocación de Bonos en el Extranjero”, con fecha 19 de Octubre de 2021.
NOMBRE CARGO C.N.I. FIRMA Octavio Presidente 8088228-9 Araneda Ejecutivo
COMISIÓN PARA EL MERCADO FINANCIERO 5
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
ANEXO 1
MEMORIA ANUAL https: www.codelco.commemoria2020sitedocs2021042220210422221511memoria anual _codelco 2020.paf
COMISIÓN PARA EL MERCADO FINANCIERO 6
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
ANEXO 2
OFFERING MEMORANDUM
COMISIÓN PARA EL MERCADO FINANCIERO 7
IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (QIBs) (WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR (2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications thereto any time you receive any additional information from us.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE OFFERING MEMORANDUM AND THE OFFER OF THE NOTES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AS DEFINED IN REGULATION (EU) 20171129 (THE PROSPECTUS REGULATION) OR, IN THE UNITED KINGDOM AS DEFINED IN THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA). NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 12862014 (AS AMENDED, THE PRIIPS REGULATION) OR IN THE UNITED KINGDOM BY THE PRIIPS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THEUK PRIIPS REGULATION) FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM, HAS BEEN PREPARED AND THEREFORE THE OFFERING OR SELLING OF THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION OR THE UK PRIIPS REGULATION. THIS COMMUNICATION IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM (ID) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, (II) PERSONS FALLING WITHIN ARTICLES 19(2)1(A) TO (D) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, OR (IV) 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 NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER 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 ARE ONLY AVAILABLE TO RELEVANT PERSONS AND 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.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) QIBs or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States. This Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) non-U.S.
persons (within the meaning of Regulation S under the Securities Act) and (2) you consent to the delivery of such Offering Memorandum by electronic transmission.
You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction.
The following Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently neither the initial purchasers, nor any person who controls them nor any of their directors, officers, employees nor any of their agents nor any affiliate of any such person accept any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the initial purchasers.
OFFERING MEMORANDUM Strictly Confidential
CODELCO
Corporación Nacional del Cobre de Chile
U.S.$780,000,000 3.700% Notes due 2050
The notes (the notes) will bear interest at the rate of 3.700% per year and will mature on January 30, 2050. The interest on the notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on January 30, 2022. The notes will have identical terms, be fungible with and be part of a single series of senior debt securities with the U.S.$900,000,000 aggregate principal amount of 3.700% Notes due 2050 issued on September 30, 2019 and the U.S. $1,000,000,000 aggregate principal amount of 3.700% Notes due 2050 issued on January 14, 2020 (together, the original notes) following the termination of certain U.S. selling restrictions. During the periods subject to certain U.S. selling restrictions, the notes offered pursuant to Regulation S will have temporary CUSIPs and ISINs. After giving effect to the offering, the total amount outstanding of our 3.700% Notes due 2050 will be US$2,680,000,000.
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 will constitute direct, general, unconditional, unsecured and unsubordinated obligations of Corporación Nacional del Cobre de Chile (CODELCO or the Company). The notes rank and will 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.
We intend to apply 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; however, the notes have not yet been listed. The original notes are already listed on the Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Euro MTF market.
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) 20171129 (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.
On October 12, CODELCO announced a cash tender offer for any and all (the Tender Offers) of our outstanding (i) U.S.$386,183,000 aggregate principal amount of 4.500% Notes due 2023 (the 2023 Notes), (ii) EUR 600,000,000 aggregate principal amount of 2.250% Notes due 2024 (the 2024 Notes) and (iii) U.S.$671,102,000 aggregate principal amount of 4.500% Notes due 2025 (the 2025 Notes and, together with the 2023 Notes and the 2024 Notes, the Tender Notes). 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: 97.746% plus accrued interest from July 30, 2021.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company (DTC) and its direct and indirect participants, including Euroclear Bank S.A.N.V. (Euroclear), as operator of the Euroclear system, and Clearstream Banking, S.A., Luxembourg (Clearstream) on or about October 22, 2021.
Joint Book-Running Managers
BNP PARIBAS BofA Securities J.P. Morgan Santander
The date of this offering memorandum is October 19, 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
Note Regarding Forward-Looking Statements Enforceability of Civil Liabilities Presentation of Financial and Statistical Information.
Risk Factors…
Use of Proceed: Capitalization
Selected Consolidated Financial Data ..
Selected Operating Data Management’s Discussion and Analysis of Financial Condition and Results of Operations .
Business and Properties Overview of the Copper Marke: Regulatory Framework…
Management …concccnnnn…
Related Party Transactions Foreign Investment and Exchange Controls in Chile .
Description of Notes…
Taxati0M …oocooo…
Plan of Distribution Transfer Restrictions….
Validity of the Notes….
Independent Auditors Glossary of Certain Mining Terms.
General Information Index to Financial Statements
The notes may not be offered or sold, directly or indirectly, in the Republic of Chile (Chile) or to any resident of Chile, except as permitted by applicable Chilean law.
This offering memorandum has been prepared by CODELCO solely for use in connection with the proposed offering of the securities described herein. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for, or otherwise acquire, securities.
We and the initial purchasers reserve the right to reject for any reason any offer to purchase any of the notes.
This offering memorandum may only be used for the purposes of this offering.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. CODELCO has furnished the information contained in this offering memorandum.
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, BNP PARIBAS SECURITIES CORP., BOFA SECURITIES, INC., J.P. MORGAN SECURITIES LLC AND SANTANDER INVESTMENT SECURITIES 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 BNP PARIBAS SECURITIES CORP., BOFA SECURITIES, INC., J.P. MORGAN SECURITIES LLC AND SANTANDER INVESTMENT SECURITIES 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.
The price and amount of the notes to be issued under the offering memorandum will be determined by the Issuer and the initial purchasers at the time of issue in accordance with prevailing market conditions.
You acknowledge that: e 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; e you have not relied on the initial purchasers or any person affiliated with the initial purchasers in li connection with your investigation of the accuracy of such information or your investment decision; e you have made your own assessment concerning the relevant tax, legal, currency and other considerations relevant to investment in the notes; e you have sufficient knowledge and experience to be capable of evaluating the merits and risks of a prospective investment in the notes; and e 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). 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 201465EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 201697 (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; or (iii) not a qualified investor as defined in Regulation (EU) 20171129 (as amended, the “Prospectus Regulation”); and the expression of an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently, no key information document required by Regulation (EU) No 12862014 (as amended, the PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore the offering or selling of the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs 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 UK. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 201697, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA); or (iii) not a qualified investor as defined in the Prospectus Regulation as it forms a part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
See Risk Factors beginning on page 16 for a description of certain risks you should consider before investing in the notes.
li
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:
*e projections of revenues, profit (loss), capital expenditures, dividends, capital structure or other financial items or ratios; e statements of our plans, objectives or goals, including those relating to anticipated trends, competition, regulation and rates; e statements about our future economic performance or that of Chile or other countries in which we have investments; and e statements of assumptions underlying these statements.
” ” oc
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. If a U.S. court grants a final judgment for the payment of money, enforceability of this judgment in Chile will be subject to obtaining the relevant exequatur (i.e., recognition of enforceability of the foreign judgment) in a proceeding before the Chilean Supreme Court, according to Chilean civil procedure law in effect at that time and satisfying certain legal requirements. Currently, the most important of these requirements are (except when a treaty between the United States and Chile exists for the reciprocal enforcement of foreign judgments): e the judgment will be enforced if there is reciprocity, as to the enforcement of judgments (i.e., the relevant U.S. court would enforce a judgment of a Chilean court under comparable circumstances). If reciprocity cannot be proven, the foreign judgment will not be enforced in Chile; e if reciprocity cannot be proven, the foreign judgment will be enforced, nonetheless, if: (i) it does not contain anything contrary to Chilean law, notwithstanding the differences in procedural rules; (ii) it is not contrary to Chilean jurisdiction and public policy; (iii) it has been duly served, although the defendant may prove that, for other reasons, he or she was prevented from using a defect in service of process as a defense; and (iv) it is final under the laws of the country where the judgment or arbitral award, as the case may be, was rendered. With respect to service of process, the Chilean Supreme Court has decided that, to determine that process was duly served, service should be considered valid in the jurisdiction where the case was decided and it can be proven that the defendant had actual knowledge of the suit; and e in any event, the foreign judgment must not be contrary to the public policy of Chile or Chilean jurisdiction and must not affect in any way any property located in Chile, which, as a matter of Chilean law, are exclusively subject to the jurisdiction of Chilean courts.
Tf the exequatur is granted, then the judgment may be enforced by a lower court through a collection proceeding under Chilean civil procedure law.
In addition, it may be necessary for investors to comply with certain procedures, including evidence of timely payment of stamp taxes (currently 0.8% of the value of the debt security), to file a lawsuit concerning the Notes in a Chilean court.
Also, foreign judgments specifically related to properties located in Chile, including the attachment of liens on such properties, could be considered to violate Chilean law because such properties are exclusively subject to Chilean law and to the jurisdiction of Chilean courts.
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.
+95102182v2
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.
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. 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, 2018 and 2019 and the audited consolidated financial statements as of and for the years ended December 31, 2019 and 2020 included herein are referred to as the 2018-2019 Consolidated Financial Statements and the 2019-2020 Consolidated Financial Statements, respectively. The 2018-2019 Consolidated Financial Statements and the
2019-2020 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 June 30, 2021 and for the three-month and six-month periods ended June 30, 2020 and 2021 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 2019-2020 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 CODELCOS*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 issuers 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 definite-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. Total cost and expenses includes all cost and expenses that the cash cost calculation includes, plus other non-cash direct expenses such as depreciation expenses, among others. 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, CODELCOS*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 eamnings 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* 21,174, that repealed 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. See Risk Factors-Risks Relating to CODELCOS*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 2018, 2019, and 2020.
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.
viii
The Observed Exchange Rate (as defined herein under Exchange Rates) reported by the Central Bank of Chile (i) as of January 2, 2019 was Ch$694.77 = U.S.$1.00; (ii) as of January 2, 2020 was Ch$748.74 = U.S.$1.00; (iii) as of June 30, 2020 was Ch$816.36 = U.S.$1.00; (iv) as of January 4, 2021 was Ch$710.95 = U.S.$1.00 and (v) as Of June 30, 2021 was Ch$735.28 = 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) CODELCOs 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 CODELCOs 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.
ix
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. Except as otherwise disclosed herein or 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 one of the largest companies in Chile in terms of revenues (U.S.$14.2 billion in 2020). As of December 31, 2020, CODELCOSs total assets were U.S.$42.2 billion and equity amounted to U.S.$11.6 billion. As of June 30, 2021, CODELCOSs total assets were U.S.$42.9 billion and equity amounted to U.S.$11.8 billion.
CODELCO engages primarily in the exploration, development and extraction of ores bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts.
CODELCO is 100% owned by the Government of Chile and controls approximately 6% of the world’s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2020, CODELCO had an estimated 8.8% share of total world copper production, with production amounting to approximately 1.73 million metric tons, including: (i) CODELCOS*s share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and owned 49% by CODELCO and 51% by Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.); and (ii) CODELCO*s share of Anglo American Sur (of which CODELCO owns a 20% indirect share), and an estimated 8% share of the world’s molybdenum production, with production amounting to approximately 22,353 metric tons excluding CODELCOS*s share of Anglo American Sur.
CODELCO*s main commercial product is Grade A cathode copper. In 2020 and for the six-month period ended June 30, 2021, CODELCO derived 92% and 93% of its total sales from copper and 8% and 7% of its total sales from byproducts of its copper production, respectively.
CODELCOSs sales of copper in 2020 were geographically diversified, with approximately 51% of sales made to Asia, including approximately 38% to China, as well as approximately 36% to North and South America and 12% to Europe and 1% to others. CODELCO*s top ten customers purchased approximately 41.2% of its total copper sales volume in 2020.
CODELCOSs copper operations are divided into the following eight divisions: e TheEl Teniente Division operates the El Teniente mine, which is the world’s largest underground copper mine and has been in operation for more than 100 years. The El Teniente Division includes the Caletones smelter. In 2020, this division produced 443,220 metric tons of copper, or 25.7% of CODELCO*s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 99.7 cents per pound, compared to 100.7 cents per pound in 2019, and a total cash cost of U.S.$963 million in 2020, compared to
U.S.$1.0 billion in 2019. During the first six months of 2021, this division produced 226,459 metric tons of copper with a cash cost of 111.4 cents per pound and a total cash cost of U.S.$549 million.
+ The Radomiro Tomic Division operates the Radomiro Tomic mine, which began its first full year of production in
1998. In 2020, this division produced 260,653 metric tons of copper cathodes, or 15.1% of CODELCOS’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of
142.2 cents per pound, compared to 154.3 cents per pound in 2019, and a total cash cost of U.S.$812 million in 2020 compared to U.S.$901 million in 2019. During the first six months of 2021, this division produced 137,905 metric tons of copper with a cash cost of 149.5 cents per pound and a total cash cost of U.S.$450 million.
+ 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 2020, this
+95102182v2 division produced 400,720 metric tons of copper cathodes, or 23.2% of CODELCO’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 113.0 cents per pound, compared to 120.5 cents per pound in 2019, and a total cash cost of U.S.$975 million in 2020, compared to
U.S.$996 million in 2019. During the first six months of 2021, this division produced 171,575 metric tons of copper with a cash cost of 129.6 cents per pound and a total cash cost of U.S.$480 million.
The Mina Ministro Hales Division was created in 2010 for the operation of the Mina Ministro Hales ore body, which first began producing copper at the end of 2013. In 2020, this division produced 170,606 metric tons of copper, or 9.9% of CODELCO*s total copper output (including CODELCO*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 109.9 cents per pound, compared to 123.3 cents per pound in 2019, and a total cash cost of U.S.$399 million in 2020, compared to U.S.$400 million in 2019. During the first six months of 2021, this division produced 98,815 metric tons of copper with a cash cost of 76.4 cents per pound and a total cash cost of U.S.$161 million.
The Andina Division operates the Andina and Sur-Sur mines with production split among open-pit and underground mines. It does not have independent smelting capacity. Andina has been in operation since 1970. In 2020, this division produced 184,437 metric tons of copper, or 10.7% of CODELCO’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 152.9 cents per pound, compared to 184.6 cents per pound in 2019, and a total cash cost of U.S.$600 million in 2020, compared to
U.S.$669 million in 2019. During the first six months of 2021, this division produced 91,486 metric tons of copper with a cash cost of 152.1 cents per pound and a total cash cost of U.S.$296 million.
The Gabriela Mistral Division was created in 2013 and operates the Gabriela Mistral mine, which uses SX-EW technology. The Gabriela Mistral mine produced its first copper cathodes in 2008 after a 26-month construction period. In 2020, this division produced 102,080 metric tons of copper, or 5.9% of CODELCOSs total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 189.0 cents per pound, compared to 231.8 cents per pound in 2019, and a total cash cost of U.S.$425.4 million in 2020, compared to U.S.$532 million in 2019. During the first six months of 2021, this division produced 42,519 metric tons of copper with a cash cost of 207.8 cents per pound and a total cash cost of U.S.$195 million.
The Salvador Division operates the Salvador mine and concentrator and the smelterrefinery complex at Potrerillos, which has the capacity to treat 671,000 metric tons of concentrate. In 2020, this division produced 56,302 metric tons of copper cathodes, or 3.3% of CODELCOSs total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 214.6 cents per pound, compared to 232.7 cents per pound in 2019, and a total cash cost of U.S.$265 million in 2020, compared to U.S.$257 million in 2019. During the first six months of 2021, this division produced 26,739 metric tons of copper with a cash cost of 253.9 cents per pound and a total cash cost of U.S.$149 million. Unless the Inca Pit project (as described below) enters the execution stage, CODELCO*s Board of Directors has decided to phase out mining operations at the Salvador mine by the end of 2021, or sooner, if warranted by market and operational conditions, specifically marketability of its copper, cash costs and annual reviews of performance. The Potrerillos smelter and refinery would continue to operate upon any cessation of the mining operations at Salvador.
The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chile’s state-owned mining company Empresa Nacional de Minería (ENAMT) in 2005. In 2020, this division refined 402,000 metric tons of copper, compared to 376,400 metric tons of copper in 2019. During the first six months of 2021, the Ventanas division refined 194,300 metric tons of copper. Pursuant to the terms of the acquisition, CODELCO is required to provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate delivered by the small- and medium-sized mining industry that ENAMI serves.
The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division, the Gabriela Mistral Division and the Salvador Division form part of CODELCO*s Northern Operations (Operaciones Norte).
The Andina Division, the El Teniente Division and the Ventanas Division form part of CODELCOs Central Southern Operations (Operaciones Centro Sur). For a description of CODELCO’s associations with other companies, see Business and Properties-Copper Production-Associations, Joint Ventures and Partnerships.
Competitive Strengths
CODELCO believes that it has certain distinguishing competitive strengths: e Copper Reserves. CODELCO controls approximately 6% of the world’s proved and probable copper reserves. In 2020, CODELCO*s proved and probable reserves represented at least 29 years of future production at current levels.
e Market Presence. CODELCO is the largest copper producer in the world, with an estimated 6.0% share of the total world copper production and 1.73 million metric tons (including CODELCO*s share of the El Abra deposit and Anglo American Sur) of production in 2020. CODELCO is also one of the largest producers of molybdenum in the world, with an estimated 10% share of total world molybdenum production, producing 27,915 metric tons in 2020 (excluding CODELCOS*s share of Anglo American Sur). CODELCO believes that its significant market presence gives the Company certain advantages in the marketing of its products.
e Research and Technological Innovation. CODELCO remains competitive by developing and incorporating new technologies into its production processes, which aim to improve overall operations, including mining processes, efficiency, productivity, environmental protection and worker safety.
e Stable, Long-term and Geographically Diverse Customer Base. CODELCO has developed long-term relationships with the majority of its customers, including some of the leading manufacturers in the world.
e Financial Strength. In 2020, CODELCO’s Adjusted EBITDA amounted to U.S.$5.3 billion, total debt to capitalization as of December 31, 2020 was 60.9%, and the ratio of net financial debt to Adjusted EBITDA was 3.4.
As of June 30, 2021, CODELCO*s Adjusted EBITDA amounted to U.S.$5.2 billion and total debt to capitalization as of June 30, 2021 was 50.2%.
+ Management Efficiency and Flexibility. CODELCO believes that it has a highly experienced workforce and executive team with a proven track record of managing long-life copper reserves that is able to respond to market changes by adjusting the allocation of its resources and operations among several different methods of production and ore deposits.
e Oneof the Leading Companies in Chile. CODELCO is one of the largest companies in Chile in terms of revenues as of December 31, 2020 (U.S.$14.2 billion) and is a key contributor to the budget of the Government of Chile. In 2020, CODELCO contributed U.S.$1.3 billion to the Chilean Treasury and accounted for approximately 14.3% of Chiles total exports. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework.
Business Strategy
CODELCOSs mission is to maximize the value of its mineral resources for the benefit of its shareholder, the Chilean state, by fully developing its vast mining resources on a timely basis, leveraging the Companys experienced workforce, utilizing its advanced technological assets in key areas and by executing the following key strategic initiatives: e Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. Following the completion of a number of significant projects in recent years, such as the development of CODELCOs new Mina Ministro Hales, the development of sulfide ores at the Radomiro Tomic mine, the expansion at the Andina mine and the development of the Pilar Norte area at the El Teniente mine, CODELCO intends to continue its development program. Accordingly, the Company expects to make capital expenditures of approximately U.S.$12.2 billion between 2021 and 2023, transforming its main mining operations with a view towards the long-term development of its resources. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations. CODELCOs expansion and development of major projects between 2021 and 2023 are expected to include:
O The gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation, which we expect will enable Chuquicamata to maintain its annual copper production at its current level starting in 2019 (an approximate investment of U.S.$1.2 billion between 2021 and 2023). Environmental approvals were obtained in September 2010. On March 25, 2020 and on June 20, 2020, CODELCO announced the temporary suspension of construction of this project as a measure to prevent the spread of COVID-19 among employees and contractors. In August 2020, work on the project gradually resumed. In March 2021, the project’s design incorporated additional fortification work to be completed during 2021.
Consequently, after adjusting for this additional work as of June 30, 2021, the project was approximately
97.1% complete.
O The reallocation of the Andina plant, which involves maintaining the treatment capacity of the concentrator plant in the long-term (an approximate investment of U.S.$129 million between 2021 and 2023). In March 2020, CODELCO announced the temporary suspension of this project as a measure to prevent the spread of COVID-19 among employees and contractors. The project is currently conducting facility testing and trial operations, and as of June 30, 2021, the project was approximately 97.1% complete. Operations are expected to begin in 2022.
O The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.0 billion between 2021 and 2023) to maintain El Teniente?s annual copper production at its current level. Environmental approvals were obtained in March2011. However, based on geomechanical challenges that need to be addressed, an alternative development plan was approved in January 2018, which will still permit us to maintain our original production goal. The new mining level is expected to be completed in 2023. As of June 30, 2021, the project was approximately 68.5% complete.
O The development of the Inca Pit project is designed to extend the life of the current underground mine operation in the Salvador Division and enable it to maintain its annual production at its current level starting in 2021 and the analysis for a future expansion, which requires an approximate investment of U.S.$1.2 billion between 2021 and 2023. As of June 30, 2021, the project was approximately 13.6% complete.
Focus on curbing production costs. For many years, CODELCO was within the first or second quartiles in the industry with respect to costs. This position was primarily attributable to the quality of its ore bodies, its economies of scale and the experience of its workforce and management. Currently, CODELCO is in the third quartile of the industrys cost curve. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industrys cost curve in the long-term. In 2020, CODELCOSs total costs and expenses increased by 8.6 cents per pound (3.7%) to 242.1 cents per pound, compared to 233.5 cents per pound in 2019 and 245.1 cents per pound in 2018, mainly due to higher depreciation and amortization expenses and negative foreign exchange difference on liabilities denominated in Chilean peso. For the first six months of 2021, CODELCOS”s total costs and expenses increased by 20 cents per pound (9%) to 240.7 cents per pound, compared to 220.7 cents per pound for the same period in 2020, mainly due to higher input prices, such as electricity and diesel, appreciation of the Chilean peso against the U.S. Dollar and negative foreign exchange difference on liabilities denominated in Chilean peso. In 2020, CODELCOSs total costs and expenses increased to
U.S.$8.6 billion, compared to U.S.$8.2 billion in 2019, due to lower input prices and depreciation of the Chilean peso and in 2019, CODELCOS’s total costs and expenses decreased to U.S.$8.2 billion, compared to U.S.$9.1 billion in 2018, due to depreciation of the Chilean peso against the U.S. Dollar and a decline of sales volume and cost cutting initiatives. For the first six months of 2021, CODELCO’s total costs and expenses amounted to
U.S.$4.2 billion, compared to U.S.$3.6 billion for the same period in 2020. In 2020, CODELCO*s cash cost of production was 129.4 cents per pound, compared to 141.6 cents per pound in 2019 and 139.1 cents per pound in
2018. For the first six months of 2021, CODELCOSs cash cost of production was 134.7 cents per pound, compared to 129.9 cents per pound for the same period in 2020. In 2020, CODELCOSS total cash cost was U.S.$4.5 billion, compared to U.S.$4.9 billion in 2019 and U.S.$5.1 billion in 2018. For the first six months of 2021, CODELCO’*s total cash cost was U.S.$2.3 billion, as compared to U.S.$2.1 billion for the same period in 2020 (such total cash cost includes certain cash cost incurred at the corporate level). See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview.
Improvement in Operations. A number of improvement initiatives are underway to adopt best industry practices, most notably in the areas of labor productivity, asset utilization rates and process efficiency. Together with its capital expenditure program, these initiatives are expected to enhance CODELCOs competitive position. The Company operates in a cyclical business and CODELCOSs strategy is to ensure that it is able to take full advantage of high copper prices. The Company is developing a number of plans to achieve production targets in the coming years. These plans mainly focus on reducing the risk of disruptions to production and providing increased flexibility to its operations.
Transformation Plan. On November 29, 2019, CODELCO announced a transformation plan with the goal of making CODELCO a more productive, profitable and sustainable company (the Transformation Plan). Among other objectives, the Transformation Plan seeks to optimize the standards for project selection and to reduce execution delays, improve operating performance and renew focus on maximizing the value of its mineral resources and reserves. The Transformation Plan also includes a series of targets to achieve cost savings in capital and operational expenditures. As compared to 2018, CODELCO*s operating expenses in 2020 achieved U.S.$348 million in cost savings from the transformation plan and isolated effects of external variables, such as foreign exchange rates. We anticipate these cost savings will continue for the near future.
Exploration Efforts. CODELCO controls the largest copper reserves worldwide, the Company’s single most important long-term competitive advantage. The discovery of new mining resources and improving its ability to locate existing ore bodies and prospects are critical to maintain this preeminent position in the industry.
Accordingly, the Companys exploration program will continue to be a key part of its business strategy.
Investment in Human Capital. The successful execution of CODELCOS”s business strategy relies on attracting and retaining a world-class management team and professionals of the highest caliber, as well as promoting a culture of diversity and inclusion. The mining industry faces increased competition for workforce talent. As a result, the Company intends to continue improving career development opportunities for its staff and the overall attractiveness of CODELCO as a preferred employer.
Mining Association with Third Parties. CODELCO seeks to continue to develop and operate assets in association with third parties where these associations will add value to CODELCO’s business. A few examples of the Companys willingness and ability to do so are: (i) the association with Freeport-McMoRan Inc. in the El Abra copper mine (CODELCO owns 49%) and (ii) the association with Anglo American plc (Anglo American), Mitsui € Co., Ltd. (Mitsui) and Mitsubishi Corporation (Mitsubishi Corporation) in Anglo American Sur (CODELCO owns an indirect 20% interest). CODELCO believes its large mining reserve is a strong platform from which to establish such associations.
Sustainability is an integral part of our strategy. CODELCO has set ambitious sustainability targets, which it hopes to reach by December 2030. The targets include: (i) 70% reduction of greenhouse gas emissions from 2019 levels; (ii) 60% reduction of unitary continental water consumption from 2019 levels; (iii) recycling 65% of industrial waste; (iv) implement online monitoring and infiltration control systems to all Tailing Storage Facilities; and (v) increase by 60% the goods and services provided by local suppliers.
Recent Developments
Impact of COVID-19
The COVID-19 pandemic and the resulting economic impact have primarily contributed to a decrease in copper prices in 2020. However, in the first six months of 2021, LME copper prices increased to 412.4 cents per pound compared to 249.5 cents per pound in the first six months of 2020, which was attributable to the Chinese and global economies recovery from the COVID-19 pandemic during the first six months of 2021. CODELCOS*s financial results and prospects are largely dependent on the prices of copper. If economic conditions further deteriorate in China or other emerging markets, demand from customers in those markets could decline and the market price of copper could fall. A decline in copper prices would have an adverse impact on CODELCOS*s revenues and financial results.
CODELCO has taken steps and implemented several measures to safeguard its employees, businesses and the communities surrounding its operations from the threats posed by the COVID-19 pandemic. Although these steps and measures have not materially affected CODELCO*s production or its financial results in 2020 or the first six months of 2021, the ultimate impact of COVID-19 on CODELCOSs financial and operating results is unknown and will depend on the duration and spread of the pandemic, and will not be fully reflected in CODELCOSs results of operations until future periods.
The Chilean Constitution
On July 4, 2021, the Constitutional Convention was officially formed. The 155 Convention members will be in charge of drafting the new Constitution for Chile. On that day, the Convention members elected a president and vice- president, as heads of the Constitutional Convention. The elected President is Elisa Loncon, a woman from the indigenous Mapuche group. On July 7, 2021, the first session of the Constitutional Convention was held, where it was decided to enlarge the Commitee by adding five more Vice-Presidents. During the session held on July 14, 2021, the Constitutional Convention approved its basic functioning rules and the formation of the committees of regulations, ethics, budget and administration, and the external allocations committee, an independent body in charge of determining the criteria of administration of the allowances for each member of the Constitutional Convention. Once a new Constitution is drafted, the Convention will vote on each of the subject matters to be included in the new Constitution, requiring an agreement of 23 (66.6%) of the votes to include the corresponding subject matter. The Constitutional Convention will have nine months, with the possibility of a single extension of three months, to carry out its purpose, after which it will be dissolved.
The new Constitution (if approved) may have an impact on natural resources, labor and social security legislation, among other matters, which in turn may have effects on our business, financial condition or results of operations, that, as of the date of this offering memorandum, we cannot anticipate.
Appointment of New Executives
On January 26, 2021, CODELCO announced the resignation of Rodrigo Cerda Norambuena from his position as Director of CODELCO.
On January 29, 2021, CODELCO announced the appointment of Raúl Alejandro Puerto Mendoza as General Auditor effective on March 11, 2021.
On February 18, 2021, CODELCO announced organizational adjustments, consisting of the elimination of the Vice Presidency of Productivity and Costs, distributing its functions across other areas of the corporation. In consideration of the above, CODELCO announced the appointment of Mauricio Acuña Sapunar as Vice President of Supply, a new department reporting to the Executive President, effective on April 5, 2021.
On March 31, 2021, CODELCO announced the appointment of Felipe Larraín Bascuñán as Director of CODELCO.
On May 10, 2021, CODELCO announced the appointment of Patricia Núñez Figueroa and Pedro Pablo Errázuriz Domínguez as Directors of CODELCO.
On May 14, 2021, CODELCO announced the appointment of Marco Bastías Villablanca as Vice President of Projects, effective on October 1, 2021.
Tender Offer
Before this offering, we launched Tender Offers for the Tender Notes validly tendered and accepted by us on or before the applicable expiration date upon the terms and subject to the conditions set forth in an Offer to Purchase dated October 12, 2021 (as it may be amended or supplemented from time to time). 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.
Corporate Information CODELCOSs principal executive offices are located at Huérfanos 1270, Santiago, Chile, and its telephone number is (562) 2690-3000. CODELCO was established by Decree Law 1,350, published in the Official Gazette on February 28, 1976, as amended by Decree Law 20,392, published in the Official Gazette on November 14, 2009.
Issuer ..
The Offering
Securities Offered cooccocncnininnnconononcnnncncncnnaranon cnc rnnnrnnararoncnnn ran
Issue PliCl..conccocncnncnononnnnnononanonanonananononananononanannnonarnnnn ono rana rnannanoss ¡IICA
Interest
Maturity DalO…ooooncnccccnnnnononannnononananononananononanananonannnnnononnnnnrnnnnanoss
Withholding TaX…oooniconncnnnnnnnnnonanonononicnononononncnonono nora cnonononorncnonos
Corporación Nacional del Cobre de Chile.
U.S.$780,000,000 aggregate principal amount of
3.700% notes due 2050 (the notes). The notes will have identical terms, be fungible with and be part of a single series of senior debt securities with the
U.S.$900,000,000 aggregate principal amount of
3.700% Notes due 2050 issued on September 30, 2019 and the U.S.$1,000,000,000 aggregate principal amount of 3.700% Notes due 2050 issued on January 14, 2020 (together, the original notes) following the termination of certain U.S. selling restrictions.
During the periods subject to certain U.S. selling restrictions, the notes offered pursuant to Regulation S will have temporary CUSIPs and ISINs. After giving effect to the offering, the total amount outstanding of our 3.700% Notes due 2050 will be US$2,680,000,000.
The issue price of the notes is 97.746%, plus accrued interest from July 30, 2021.
October 22, 2021.
3.700% per year.
The interest on the notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on January 30, 2022. Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. See Description of Notes.
January 30, 2050.
Interest will be paid after withholding for or on account of certain taxes imposed by Chile. Under current Chilean law and regulations, payments of interest to holders of the notes that are not residents of Chile for purposes of Chilean taxation will generally be subject to Chilean withholding tax at a rate of 4%. Subject to specified exceptions and limitations, CODELCO will pay Additional Amounts (as defined in Description of Notes-Payment of Additional Amounts) in respect of such withholding tax on interest payments. See Description of Notes-Payment of Additional Amounts and Taxation-Chilean Taxation.
Tax Redemption ……
Optional RedemptiON…..occicnnnnnnonnnnnnnnanononicinnnnononacncncnononacacnononon
Form and Denominati0N …ccccncnnnnnnnnnnnnnnnonicncncnonononncnonono nora cnonanon
Payments; Transfers
The notes are redeemable at the option of CODELCO in whole, but not in part, at any time at the principal amount thereof, plus accrued and unpaid interest and any Additional Amounts due thereon if, as a result of changes in the laws or regulations affecting Chilean taxation, CODELCO becomes obligated to pay Additional Amounts on interest payments on the notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4%. See Description of Notes-Tax Redemption, Taxation-Chilean Taxation and Risk Factors- Risks Relating to the Offering.
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 of the notes, 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 of the notes, 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. See Description of Notes-Optional Redemption and Risk Factors-Risks Relating to the Offering.
The notes will be issued in book-entry form only in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The notes will be represented by one or more global notes (the Global Notes) registered in the name of a nominee of DTC, as depositary, for the accounts of its direct and indirect participants, including Euroclear, as operator of the Euroclear system, and Clearstream.
See Description of Notes.
Payment of interest and principal amount with respect to interests in Global Notes will be credited by DTC, Euroclear or Clearstream, as the case may be, to the account of the holders of such interests with DTC, Euroclear or Clearstream, as the case may be. Transfers of interests in notes held through DTC, Euroclear or Clearstream will be conducted in accordance with the rules and operating procedures of the relevant system. There will be a paying agent.
RaMkiO8 .cociconnnnnnnnnnnnnnononnnnnonannnnonorncnonononn nora onononano ra ononann rara cnananon The notes will constitute direct, general, unconditional and unsubordinated obligations of CODELCO. The notes rank and will rank without any preference among themselves and equally with all other unsubordinated 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.
The indenture governing the notes will not contain any restrictions on the amount of additional indebtedness which may be incurred by CODELCO or its subsidiaries; however, as set forth under Description of Notes-Covenants-Limitation on Liens, the notes will contain certain restrictions on the ability of CODELCO and its subsidiaries to incur secured indebtedness. See Description of Notes.
Certain COVES. ..ococcccononcnonnnanononicncnonononannonononn rara cnononn rara cncnannn The indenture governing the notes will contain certain covenants, including, but not limited to, covenants with respect to (i) limitations on liens, (ii) limitations on sale-and-lease-back transactions and (iii) limitations regarding consolidation, merger, conveyance, sale or lease transactions. See Description of Notes-Covenants-Limitation on Liens, -Limitation on Sale-and-Lease-Back Transactions and -Consolidation, Merger, Conveyance, Sale or Lease.
Transfer RestriCti0NS…ocoocnnnnnininnnnnnnoccncecarernrrnrrn cerraran The notes have not been and will not be registered under the Securities Act and are subject to restrictions on resales. See Transfer Restrictions.
In accordance with the terms of the indenture, CODELCO may issue additional notes of the same series as the notes offered hereby at a future date. See Description of Notes-Further Issues of Notes.
The original notes, the notes offered hereby and any additional notes of this series will be treated as a single fungible series for all purposes under the indenture.
ListiOB..ocoocininincnnononnnnnnncnnononanoncnnn cono nnnananonon naco rnnannnararnr cana rn nana We intend to apply 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; however, the notes have not yet been listed. The original notes are listed on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market.
10
Governing Law; Submission to Jurisdiction….
Expected RatidgS …cooooninnnnnnnnnnnonononncnonanonocicnonanonoracnonos
Use of Proceeds ….
Trustee, Paying Agent, Transfer Agent and Registrar
Luxembourg Listing AgelMt …oooicicnnnnnnnnnnncnnnonacononicncnos
Risk Factors ….
11
The notes and the indenture will be governed by the laws of the State of New York. CODELCO will submit to the jurisdiction of the United States federal and state courts located in the Borough of Manhattan in the City of New York in respect of any action arising out of or based on the notes or the indenture.
See Description of Notes-Governing Law; Submission to Jurisdiction; Sovereign Immunity.
The notes offered hereby will be assigned a rating by Moody’s Investors Service, Inc. (Moodys) and by Standard éz Poor’s rating group (Sé8zP). CODELCO currently has a foreign currency long-term debt rating by Moody’s of A3 (negative) and a long-term foreign issuer credit rating by SEP of A (stable). A securities rating is not a recommendation to buy, sell or hold securities, is subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating.
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.
The Bank of New York Mellon
The Bank of New York Mellon SANV, Luxembourg Branch
Before investing, you should carefully consider the risks set forth under Risk Factors beginning on page 16 of this offering memorandum.
SUMMARY CONSOLIDATED FINANCIAL DATA
The following tables present CODELCOs summary consolidated financial data and other data as of and for each of the periods indicated. This data (other than the average London Metal Exchange (LME) copper prices) is derived from, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum. This data should also be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS. The unaudited results of operations for the six-month periods ended June 30, 2020 and 2021 are not necessarily indicative of the results to be expected for the full year or any other period.
For the six-month periods ended For the year ended December 31, June 30,
2018 2019 2020 2020 2021 (in thousands of U.S.5)
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME Revenue …. 14,308,758 12,524,931 14,173,168 5,238,857 10,014,919 Cost of sales( (11,194,341) (10,051,441) (10,565,179) (4,513,199) (5,903,367) 3,114,417 2,473,490 3,607,989 725,658 4,111,552 124,826 360,690 97,321 63,108 58,732 Impairment losses andor reversal of impairment losses determined in accordance with IFRS 9 158 378 (206) (1,528) (258) Distribution costs….. (18,262) (17,069) (9,463) (5,050) (5,029) Administrative expenses (465,328) (409,234) (397,045) (178,363) (220,662) Other expenses, by function (2,115,314) (1,747,838) (1,456,821) (592,872) (939,888) Other gains 21,395 22,672 30,425 14,718 15,325 Finance income 51,329 36,871 40,213 28,533 7,030 Finance costs (463,448) (479,307) (742,464) (337,999) (304,507) Share of profit of associates and joint ventures accounted for using equity method… 119,114 13,203 39,436 (12,517) 218,120 Foreign exchange differences 178,143 153,917 (165,501) 263,265 35,386 Profit (loss) before tax 547,030 407,773 1,043,884 (33.047) 2,975,801 Income tax expensel?…. (357,283) (393,245) (787,003) (13,319) (1,880,162) Profit (loss) for the period 189,747 14,528 256,881 (46,366) 1,095,639 Profit (loss) attributable to owners of the parent …….. 155,719 6,637 242,993 (47,137) 1,038,247 Profit (loss) attributable to non-controlling interests 34,028 7,891 13,888 771 57,392 Profit (loss) for the period 189,747 14,528 256,881 (46,366) 1,095,639 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31 2018 2019 2020 As of June 30, 2021 (in thousands of U.S.5) Total current assets $ 5,828,206 $ 6,050,021 7,758,122 8,568,210 Total property, plant and equipmen: 26,754,998 29,700,164 30,012,945 (1930,003,217 Investments accounted for using equity method… 3,568,293 3,483,523 3,418,958 3,443,912 Non-current receivables 84,731 98,544 93,986 92,232 All other assetsÚ> …. 854,577 1,012,359 926,375 788,410 Total assets …. $ 37,090,805 $ 40,344,611 42,210,386 42,895,981 Total current liabilitie 3,539,412 3,922,957 3,439,907 3,959,815 Total non-current liabilities 22,207,524 24,786,987 27,143,988 27,123,863 Total liabilities $ 25,746,936 $ 28,709,944 30,583,895 31,083,678 Non-controlling interest 969,204 919,757 924,942 956,414 Equity attributable to owners of the parent… 10,374,665 10,714,910 10,701,549 10,855,889 Total equity .. $ 11,343,869 $ 11,634,667 11,626,491 11,812,303 Total liabilities and equity. $ 37,090,805 $ 40,344,611 42,210,386 42,895,981
12
As of and for the six months ended
OTHER ITEMS As of and for the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$, except ratios and copper prices)
Depreciation and amortization of assets 2,181,140 $ 2,220,069 2,455,070 1,164,213 1,115,492 Interest expense, net… $ (412,119) $ (442,436) (702,251) (309,466) (297,477) Ratio of earnings to fixed charges (adjusted O 3.0 19 24 0.9 10.8 Average LME copper price (U.S. € per pound)…. 295.9 272.1 280.3 249.5 412.4 Adjusted EBITDAO cn. $ 4,695,792 $ 4,042,748 5,289,081 1,881,095 5,159,603 Ratio of debt to Adjusted EBITDA(?, 3.2 4.3 3.4 N.A N.A Adjusted EBITDA coverage ratio”… 11.4 9.1 7.5 6.1 17.3
0
0)
6)
(4)
(5)
(6)
(0)
(8)
(8)
(10)
a)
Cost of sales for any period includes direct and indirect costs, depreciation and amortization associated with the production of copper and byproducts, as well as purchase costs of third-party copper, sold by CODELCO in that period.
Other expenses is comprised principally of costs related to the 10% special export tax paid by the Company, retirement plan and severance indemnities and fixed indirect costs below production level. See note 22.b of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CODELCO is subject to a mining tax on operating income at progressive rates of between 5% and 14%. The tax is imposed on operating income generated during the operating year. The statutory rate of the mining tax for CODELCO was 5.0% for each year between 2018 and 2020.
In addition, CODELCO is subject to the corporate income tax rate of 25% since 2017 (pursuant to the tax reform in 2014) and a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. See Taxation-Chilean Taxation and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury for additional information. See note 5 of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework. See also Risk Factors-Risks Relating to CODELCO*s Relationship with the Government of Chile-CODELCO is subject to special taxes for information regarding the mining tax rate effective in 2016.
See note 9 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
All other assets includes other non-current financial assets, other non-current non-financial assets, accounts receivable from related parties, non- current, non-current inventories, intangible assets other than goodwill, investment property, non-current tax assets and deferred tax assets.
For the purpose of calculating CODELCOSs ratio of earnings to fixed charges (adjusted), (i) earnings consist of Adjusted EBIT and (ii) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) is calculated by dividing Adjusted EBIT by finance cost.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) of the following table) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds available to service debt. 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. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation 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. Additionally, the Company’s calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 20 and 23 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Average price on the LME for Grade A cathode copper during period.
Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets plus export taxes and impairment charges net of reversals (as defined in note (1) of the following table) to profit (loss) for the period. 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. 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. The Company believes that Adjusted EBITDA, while providing useful information, should not be considered in isolation or as a substitute for profit as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBITDA may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 20 and 23 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
The ratio of debt to Adjusted EBITDA is calculated by dividing debt by Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income. See note 8 above for further information about Adjusted EBITDA and notes 20 and 23 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
In the unaudited interim consolidated financial statements, as of June 30, 2021 and for the six-month periods ended June 30, 2020 and 2021, certain reclassifications were made to the statement of financial position as of December 31, 2020 which, with respect to property, plant and
13 equipment, included a break-out of right-of-use assets into a separate line. The amounts for property, plant, and equipment in the table above, therefore, represent the sum of property, plant and equipment and right-of-use assets.
The following table shows CODELCO’s earnings, Adjusted EBIT, ratio of earnings to fixed charges (adjusted), Adjusted EBITDA and reconciliation of Adjusted EBIT and Adjusted EBITDA for the periods indicated.
For the six-month period ended
For the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$)
189,747 14,528 256,881 (46,366) 1,095,639 357,283 393,245 787,003 13,319 1,880,162 463,448 479,307 742,464 337,999 304,507 . 395,965 – – – – Adjusted EBITO 1,406,443 887,080 1,786,348 304,952 3,280,308 Ratio of earnings to fixed charges (adjusted)?…. 3.0 19 2.4 0.9 10.8 Depreciation and amortization of assets(% 2,181,140 2,220,069 2,455,070 1,164,213 1,115,492 Copper Reserve Law! 1,108,209 935,599 1,047,663 411,930 763,803 Adjusted EBITDA $ 4,695,792 $ 4,042,748 5,289,081 1,881,095 5,159,603
0
a)
6)
(4)
(5)
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 definite-lived tangible assets which show indicators of impairment under International Accounting Standard N* 36. See notes 8, 20 and 23 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) above) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds available to service debt. 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. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation 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. Additionally, the Company’s calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 20 and 23 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
For the purpose of calculating CODELCOSs ratio of earnings to fixed charges (adjusted), (i) earnings consist of Adjusted EBIT and (ii) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) is calculated by dividing Adjusted EBIT by finance cost.
See note 20 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements.
The Copper Reserve Law currently requires the payment of a 10% special export tax on receivables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related by products produced by CODELCO. For further information, see Risk Factors- Risks Relating to CODELCO*s Relationship with the Government of Chile- CODELCO is subject to special taxes.
14
The following table shows CODELCO*s debt and ratio of debt to Adjusted EBITDA and Adjusted EBITDA coverage ratio for the periods indicated.
As of and for the six-month periods ended
As of and for the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$, except ratios)
15,257,685 17,264,356 18,076,656 20,148,224 17,488,740 Ratio of debt to Adjusted EBITDA 3.2 4.3 3.4 N.A N.A Finance income 51,329 36,871 40,213 28,533 7,030 Adjusted EBITDA coverage ratio’ 11.4 9.1 7.5 6.1 17.3 (1D Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income.
15
RISK FACTORS
Prospective purchasers of the notes offered hereby should carefully consider all of the other information contained herein, including the risk factors set forth below. As a general matter, investing in the securities of an issuer, substantially all of whose operations are in a developing country such as Chile, involves a higher degree of risk than investing in securities of issuers with substantially all of their operations in the United States and other jurisdictions.
Risks Relating to CODELCOs Operations Developments relating to the COVID-19 pandemic may have a material adverse impact on CODELCO*s operations.
In December 2019, the outbreak of COVID-19 began in mainland China and has since spread through most countries, negatively affecting global and regional conditions. In March 2020, the World Health Organization (WHO) declared the COVID-19 outbreak a pandemic. In response to the outbreak, governmental authorities throughout the world imposed lockdowns and other restrictions to contain the virus, and various businesses suspended or reduced operations. The final impact on the global economy and financial markets is still uncertain, but is expected to be significant.
The COVID-19 outbreak spread into Chile and has caused temporary disruptions to some of CODELCO’s capital projects as part of measures to contain the spread of the virus. The Chilean government currently maintains a step-by-step gradual lockdown relief program in force since March 2020. On July 8, 2021, the President of Chile announced an update of the “step-by-step” program, which came into effect as of July 15, granting more freedom of movement to vaccinated people, such as allowing them to attend gyms, restaurants and other public spaces, both open and closed. If the pandemic continues or worsens, restrictions may be imposed on CODELCO by governmental authorities and CODELCO may encounter operational difficulties related to insufficient personnel, higher costs and expenses associated with delayed inspections, assessments and authorizations. CODELCO may need to adopt additional contingency measures, such as stricter cleaning protocols and further reductions of employees at its operations, or even suspend operations. In addition, business activities all over the world, including manufacturing activities that drive demand for copper and other metals, declined and are expected to be significantly impacted. The existence and continuance of the pandemic in the countries where the purchasers of CODELCOS*s products are located could result in reduced demand. Due to the pervasive nature of the pandemic and that its duration is not known, there is uncertainty around its ultimate impact on our business; therefore, the negative impact on our financial and operating results cannot be reasonably estimated at this time, and CODELCO cannot rule out a material impact in the future. The prolonged pandemic or the re-imposition of more restrictive measures in Chile could result in the imposition of further quarantines or closures andor import and export restrictions which could further adversely affect the business, financial condition, results of operations or prospects of CODELCO. To the extent COVID-19 adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this Risk Factors section.
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.
A substantial amount of CODELCOSs total assets are property, plant and equipment. As of December 31, 2020,
70.0% of our total assets were property, plant and equipment. In accordance with IFRS as issued by the IASB, we review the carrying amount of our assets to determine whether there is any indication that those assets have suffered an impairment loss. CODELCO uses the value-in-use methodology to ensure that the recoverable amount of our property, plant and equipment is not impaired. In assessing the value-in-use, the estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessments at the time value of money and the risks specific to the asset.
In 2016, CODELCO recognized a U.S.$79 million impairment loss on its Anglo American Sur assets, primarily due to the rejection of the mining plan for El Soldado, which is owned and operated by Anglo American Sur, by the National Geological and Mining Service (Servicio Nacional de Geología y Minería, or SERNAGEOMIN). In 2017, the impairment charges relating to the Anglo American Sur assets were reversed in the amount of U.S.$67 million, due to the approval of the mining plan for El Soldado by the Government of Chile. In 2018, CODELCO recognized a U.S.$199 million impairment loss in its Ventanas Division mainly due to a decrease in treatment and
16
+95102182v2 refining charges, as well as the negative outlook of long-term sulfuric acid prices. In 2019, CODELCO did not recognize an impairment loss. In 2020, CODELCO recognized a U.S.$24 million impairment loss in the value of the assets of the Ventanas Division. We may write off capitalized expenses for engineering and other costs for certain projects that do not go forward or certain mining rights that we determine may no longer be commercialized, which we would not expect to have a material effect on the Company’s financial results or operating position. Because the impairment calculation is directly associated with the outlook of copper prices, a downturn in the copper price outlook could require further impairment losses on our plant, property and equipment. Such impairment charges could be material to our financial statements.
CODELCOS*s business is highly dependent upon the price of copper.
CODELCOSs financial performance is significantly affected by the market prices of copper. These prices have been historically subject to wide fluctuations and are affected by numerous factors beyond the control of CODELCO, including international economic and political conditions, levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by producers and others and actions of participants in the commodities markets.
To a lesser extent, copper prices are also subject to the effects of inventory carrying costs and currency exchange rates.
In addition, the market prices of copper have occasionally been subject to rapid short-term changes. See Overview of the Copper Market.
In 2020, copper prices averaged 280.3 cents per pound, increased from 272.1 cents per pound in 2019, which could have been attributable primarily to demand growth in China. China has been the main driver of copper consumption in recent years, and in 2018, 2019 and 2020, 49.8%, 34.5% and 38.1% respectively, of CODELCOSs sales were made to China. If economic conditions deteriorate in China or other emerging markets, demand from customers in those markets could decline and the market price of copper could fall. A decline in copper prices would have an adverse impact on CODELCOSs revenues and financial results. In 2020, each one-cent change in CODELCO*s average annual copper price per pound sold caused a variation in operating profit of approximately U.S.$36 million. If CODELCOs average annual copper price per pound declines significantly for an extended period of time, CODELCO may, subject to other factors such as operating costs, be required to recognize asset impairments similar to those recorded during
2015.
In the event of a sustained decline in prices, CODELCO has in the past and could again determine to curtail operations or suspend certain of its mining and processing operations. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CODELCO faces competition in the copper market from other copper producers.
CODELCO faces competition from other copper mining companies and producers of copper around the world.
Although CODELCO continues to focus on reducing costs, there can be no assurance that competition from lower cost producers will not have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
The mining industry has experienced significant consolidation in recent years, including consolidation among some of CODELCO*s main competitors, as a result of which an increased percentage of copper production is from companies that also produce other products and are, consequently, more diversified. There can be no assurance that the result of current or further consolidation in the industry will not have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
Most of CODELCO*s copper output is dependent upon production from three of its main mining complexes.
Three of CODELCO’s mining complexes produced over 64% of its copper output in 2020 (including CODELCOSSs share in the El Abra deposit and Anglo American Sur). The El Teniente Division, including the Caletones smelter, produced an aggregate of 443.2 metric tons of copper in 2020. The Radomiro Tomic mine produced an aggregate of 260.6 metric tons of copper and the Chuquicamata mine produced an aggregate of 400.7 metric tons of copper, each during the same period. If operations in any of these three mining complexes were significantly reduced, interrupted or curtailed, CODELCO”s financial condition and its ability to make the required payments on the notes could be materially and adversely affected. CODELCO cannot assure you that production interruptions will not occur
17 or that any such incident would not materially adversely affect its production. See Business and Properties- Operations-Chuquicamata Division, – .”
-Radomiro Tomic Division and -El Teniente Division.
The business of mining is subject to risks, some of which are not completely insurable.
The business of mining, smelting and refining copper is generally subject to a number of risks and hazards, including industrial accidents, labor disputes, unexpected geological conditions, mine collapses, changes in the regulatory environment, environmental hazards, weather and other natural phenomena, such as earthquakes, fires and floods. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, human exposure to pollution, personal injury or death, environmental and natural resource damage, delays in mining, monetary losses and possible legal liability. CODELCO maintains insurance consistent with copper mining industry standards and in amounts that it believes to be adequate, but which may not provide complete coverage in certain circumstances.
Insurance against certain risks (including certain liabilities for environmental pollution and other hazards as a result of exploration and production) is not generally available to CODELCO or to other companies within the industry.
Under each of CODELCO*s copper sales agreements, CODELCO or its customer may suspend or cancel delivery of copper during a period of force majeure. Events of force majeure under the agreements include acts of nature, strikes, fires, floods, wars, transportation delays, governmental actions or other events that are beyond the control of the parties. Any suspension or cancellation of deliveries under copper sales agreements that are not replaced by delivery under new contracts or sales on the spot market could have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
CODELCO*s water supply could be affected by geological changes or environmental regulations.
CODELCOSs business is dependent on the availability of water for the production of copper and subject to environmental regulations regarding water usage. In the past, Chile has experienced droughts severe enough to adversely affect the energy sector of the economy in the central and southern regions of Chile. CODELCO*s access to water may also be impacted by changes in geology or other natural factors that CODELCO cannot control. If Chile were to experience a drought or CODELCO was otherwise unable to obtain adequate water supplies, CODELCOs ability to conduct its operations could be impaired.
In March 2011, a draft bill was presented through a parliamentary motion, initiating the discussion of a comprehensive revision of the Water Code. The draft bill has undergone significant changes during the legislative process, through amendments presented in 2014, 2017, 2019, 2020 and 2021. Currently, the draft bill is in its third constitutional state of discussion in Congress. In general terms, the revised bill seeks to modify the concept of water use rights, in order to give them a temporary nature; prioritize human consumption over other uses; recognize the constitution of rights for non-extractive uses such as environmental conservation and tourism; restrict the use of certain water use rights in situations of scarcity; and reform the current regulation of mining waters, among other matters.
On June 29, 2021, in order to mitigate the effects that climate change has had on water resources in Chile, the President of Chile submitted to Congress a draft bill, separate from the Water Code, that aims to create a new national institutional framework for water resources. This draft bill is intended to strengthen the planning, regulation, investment in infrastructure and management of the water resources in Chile, and is expected to create, among others: (i) the Undersecretary of Water Resources within the Ministry of Public Works, which will change its name to Ministry of Public Works and Water Resources; and (ii) a Commission of Water Resources.
Also, CODELCOSs activities are subject to compliance with obligations, measures and conditions set forth in several environmental authorizations (Resoluciones de Calificación Ambiental), including those related to water consumption and supply. Environmental authorizations for future expansions or modifications of current activities may set forth stricter limitations to water use and supply. The enactment of these laws andor other regulatory projects related to water resources currently under discussion in the Congress may eventually affect CODELCO*s water supply.
CODELCO*s compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties.
Chile has adopted environmental, health and safety regulations requiring industrial companies operating in Chile, including CODELCO, to undertake programs to reduce, control or eliminate various types of pollutants and to
18 protect natural resources, including water and air, among other requirements. If the Ministerio del Medio Ambiente (the Ministry of the Environment) declares an area to be polluted or potentially polluted, a prevention or decontamination plan is required. Either type of plan may contain measures that may increase the costs of developing new facilities or expanding existing ones in the designated area. Some of the areas where CODELCO operates have been declared polluted. The measures currently included in the prevention or decontamination plans that govern these areas are subject to change and may become more stringent over time. CODELCO must comply with certain air quality environmental regulations regarding particulate matter (PM10o) and sulfur dioxide (SO) in the areas surrounding the Potrerillos, Caletones, Ventanas and Chuquicamata smelting plants. The Potrerillos, Caletones and Ventanas smelting plants have decontamination plans for such pollutants. In the area surrounding the Chuquicamata smelter, there are decontamination plans for PM;o under development and under review, and a pollution prevention plan for SO” is under development. CODELCO is currently unable to fully assess what may be required of it or the cost of compliance with the revised PM:o pollution reduction plans, the SO, prevention plan or any future changes to the other plans covering the areas where CODELCO operates. As of the date of this offering memorandum, the impact of operating in latent and saturated zones has not been material to CODELCO; however, it could have a material effect in the future.
An air emissions standard for smelters was enacted by the Ministry of the Environment in 2013. This standard involves arsenic (As), SO”, PM1o and mercury (Hg) emissions. Since 2013, CODELCO”s cost of complying with this standard was U.S.$2.2 billion. As of the date of this offering memorandum, the Ventanas, El Teniente, Chuquicamata and Salvador smelters meet the requirements of this standard. See Regulatory Framework-Environmental Regulations.
Additionally, in 2015, Supreme Decree 10 declared the boroughs of Concón, Quintero and Puchuncaví, where the Ventanas smelting plant is located, as a saturated zone with regards to PM>5 and as a latent zone with regards to PM:o, and new decontamination and prevention plans were enacted in March 2019. CODELCO estimates that the cost of such plans will be U.S.$27 million, which will be incurred over a period of approximately four years.
Environmental, health and safety laws and regulations are complex, change frequently and have tended to become increasingly stringent over time. For example, changes to current environmental laws and regulations, and additional environmental laws and regulations, have been adopted, including mine closure legislation that requires financial guarantees, and have recently been proposed, including green taxes, climate change, environmental crimes and glacier protection laws that could (i) prevent expansion of our operations into certain areas, (ii) require us to obtain additional permits and (iii) result in increased cost and potential delays. Moreover, certain changes to environmental, health and safety laws and regulations are pending and other new laws or regulations may be adopted in Chile in the future. In addition, community and environmental activist groups have protested the development of certain mines of our competitors in Chile and may increase demands for socially responsible and environmentally sustainable practices, and their efforts may lead to operational delays and the creation or revision of government regulations and policies with respect to the mining industry in Chile, litigation and increased costs.
Finally, as a result of the Paris Agreement reached during the 21% Conference of the Parties to the United Nations Framework Convention on Climate Change in 2015, a number of governments have pledged Nationally Determined Contributions to control and reduce greenhouse gas emissions. Assuming that the Chilean economy grows at the same rate it has grown over the previous ten years, excluding the years of the global financial crisis, and such growth rate is sufficient, Chile has committed to reducing its CO, emissions per GDP unit by 30% below 2007 levels by 2030 and, subject to an international monetary grant, reducing its CO, emission per GDP unit by 2030 until it reaches a 35% to 45% reduction with respect to the 2007 levels. In addition, the Paris Agreement resulted in increased international pressure for the establishment of a global carbon price, and on companies to adopt carbon pricing strategies. The pricing of greenhouse gas emissions may impact our operational costs, mainly through higher price for electricity and fossil fuels as mining is an energy intensive industry. Recently, during the 25″ Conference of the Parties to the United Nations Framework Convention on Climate Change in Madrid, the Chilean government announced an update to its Nationally Determined Contribution, which includes the reduction of its CO2 emissions per GDP unit by 45% below 2016 levels by 2030.
Any of these new laws or regulations could result in significant additional environmental compliance costs or delays in expansion projects. As of June 30, 2021, CODELCO had provisions of U.S.$2.0 billion for future decommissioning and site restoration costs, primarily related to tailing dams, closures of mine operations and other
19 mining assets. CODELCOs operations outside Chile are also subject to extensive international, national and local environmental, health and safety laws and regulations.
Notwithstanding the aforementioned laws and regulations, CODELCO’s environmental permits may be revoked, annulled or delayed through judicial action brought by interested parties to challenge environmental licenses (recurso de reclamación) or other remedies set forth in general administrative regulations that are frequently used to seek the revocation of granted environmental approvals (solicitud de invalidación).
CODELCO is developing and implementing environmental management systems at each of its divisions to monitor and achieve compliance with applicable environmental laws and regulations. While CODELCO has budgeted for future capital and operating expenditures to maintain compliance with these laws and regulations, there is no guarantee that current levels of expenditures and capital commitments will be sufficient to achieve future compliance.
There also can be no assurance that CODELCO has been or will be at all times in complete compliance with environmental laws and regulations, or that proceedings or civil actions will not be brought, or that fines and other sanctions will not be imposed for such non-compliance in the future. In addition, there can be no assurance that more stringent enforcement of, or changes in, existing laws and regulations, the adoption of additional laws and regulations or the discovery of new facts resulting in increased liabilities would not have a material adverse effect on CODELCOs business, financial condition, results of operations or prospects.
For further information on environmental matters, and current and proposed environmental laws and regulations, see Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Environmental and Regulatory Framework-Environmental Regulations.
CODELCO is subject to legal proceedings and legal compliance risks that may adversely impact its financial condition, results of operations and liquidity.
CODELCO spends substantial resources ensuring that it complies with local regulations, contractual obligations and other legal standards. Notwithstanding this, CODELCO is subject to a variety of legal proceedings and compliance risks in respect of various matters, including tax- and labor-related matters that arise in the course of its business and in its industry as well as disputes with governmental agencies. For example, CODELCO is subject to various labor proceedings in which workers and families of deceased workers allege that working conditions caused the workers to contract silicosis. Although CODELCO has undertaken precautionary measures, there have been fatalities involving CODELCO personnel in the past and there may be additional fatalities in the future. Serious accidents, including fatalities, may subject CODELCO to substantial penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect CODELCOS*s financial condition, results of operations or cash flows. If CODELCOSs safety record were to substantially deteriorate over time or CODELCO were to suffer substantial penalties or criminal prosecution for violation of health and safety regulations, CODELCO’s contracts may be cancelled or it may not be awarded future business. In addition, CODELCO has filed administrative appeals against three statements on the Company issued by the Comptroller General of Chile (the Comptroller) in 2017. The Company estimates that these statements have had, as of the date of this offering memorandum, a negative effect of approximately U.S.$100 million due to a reduction in production related to the delay in awarding specific contracts and the delay of investments. A final decision regarding this matter is pending. A negative outcome in an unusual or significant legal proceeding or compliance investigation could also adversely affect our financial condition and results of operations. For information regarding CODELCO’s current significant legal proceedings, see Business and Properties -Comptroller General of the Republic and Business and Properties-Legal Proceedings.
Earthquake damage to CODELCOS*s properties and operations could negatively affect CODELCO*s results.
Chile is located in a seismic area that exposes CODELCOS*s operations to the risk of earthquakes. Chile has been adversely affected by powerful earthquakes in the past, including, most recently, (i) in 2015 when an earthquake struck the coast of Chile, (ii) in 2014 when an earthquake struck the north of Chile and (iii) in 2010 when a severe earthquake struck the southern central region of Chile. The 2015 earthquake measured 8.3 on the Richter scale and affected the coast of Chile just north of Santiago, with no significant consequences for the rest of the country. The 2014 earthquake measured 8.2 on the Richter scale and affected mainly the Arica and Tarapacá Regions, with no significant consequences for the rest of the country. The 2010 earthquake and its aftershocks, as well as tsunamis from adjacent
20 coastal waters, caused severe damage to Chiles infrastructure, including roads, bridges, ports and Santiagos international airport, affecting areas across the country.
Although the 2015, 2014 and 2010 earthquakes did not have any substantial effect on CODELCO or its results of operations, and although CODELCO*s mining operations are subject to, and designed to withstand, damage from significant seismic events, an earthquake occurring closer to CODELCO*s operations in northern Chile could cause damage to its mining operations that would not be covered by insurance, except to the extent that its production ceased for more than 30 days. Any such damages caused by an earthquake that were not covered by insurance could have an adverse effect on CODELCOSs results of financial condition, results of operations or cash flow.
Future compliance with a changing and complex regulation scheme may require changes in CODELCOS*s business.
CODELCO’s exploration, mining, milling, smelting and refining activities are also subject to non-environmental Chilean laws and regulations (including certain industry technical standards), which change from time to time. Matters subject to regulation include, but are not limited to, concession fees, transportation, production, reclamation, export, taxation and labor standards.
While CODELCO does not believe that compliance with such laws and regulations will have a material adverse effect on its business, financial condition, results of operations or prospects, there can be no assurance that more stringent enforcement of, or change in, existing laws and regulations, the adoption of additional laws and regulations, including increased government supervision and control over the management of CODELCO’s business and its awarding of contracts, or the discovery of new facts resulting in increased liabilities or costs would not have a material adverse effect on CODELCOSs business, financial condition, results of operations or prospects.
CODELCO*s business plans are based on estimates of the volume and grade of CODELCO*s ore deposits, which could be incorrect.
CODELCO”s ore deposits (its resources and reserves) described in this offering memorandum constitute estimates based on standard evaluation methods generally used in the international mining industry and on assumptions as to production costs and market prices. The actual ore deposits may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. Lower market prices, as well as increased production costs, reduced recovery rates and other factors, may render CODELCO*s ore deposits uneconomic to exploit and may result in revision of its reserve and resource estimates from time to time. Reserve and resource data are not indicative of future results of operations. See Business and Properties-Ore Reserves.
CODELCOSs business requires substantial capital expenditures.
CODELCOSs business is capital-intensive. Specifically, the exploration and exploitation of copper reserves, mining, smelting and refining costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. CODELCO must continue to invest capital to maintain or to increase the amount of copper reserves that it exploits and the amount of copper that it produces. CODELCO expects to make capital expenditures of approximately U.S.$12.2 billion between 2021 and 2023 on major projects, which it intends to finance through operations, including capitalization and retention of profit, in addition to new borrowings from banks and capital markets. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital Expenditure Program. There can be no assurance that CODELCO will be able to maintain its production levels or generate sufficient cash flow, capitalize a sufficient amount of its profit or have access to sufficient investments, loans or other financing alternatives to finance its capital expenditure program at a level necessary to continue its exploration, exploitation and refining activities at or above its present levels.
CODELCOS*s future performance depends on the results of current and future innovation and exploration.
CODELCO has a two-pronged exploration program that is focused on increasing reserves of its existing divisions and exploring for new deposits outside of its current operations. As the ore quality of CODELCOS*s reserves continues to decline over time, innovation and exploration are increasingly important to CODELCO’s success.
CODELCO expects to maintain its production levels through its expansion and development projects for the next three
21 years. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital Expenditure Program for more detail. While initial results have been favorable, there can be no guarantee that CODELCO*s exploration program will continue to be successful. In addition, there may be some degree of execution risk associated with the expansion of operations into deeper mines or mines at higher altitudes.
CODELCO’s expansion program could also experience delays or be negatively impacted by higher costs. If CODELCOSs expansion program is not successful, it would materially and adversely affect its copper production levels.
For a description of CODELCO’s current development programs, see Business and Properties-Resource Development.
CODELCO has experienced high energy costs and may experience higher energy costs in the future.
Energy represents a material portion of the production costs for CODELCO. The main energy sources for CODELCOSs operations are electricity, liquid fuels (such as diesel, fuel oil and gasoline) and natural gas. Since 2004, there has been a restricted supply of natural gas from Argentina. CODELCO*s production costs have increased due to these shortages as it must rely on electricity generated from more expensive sources, such as diesel, oil or coal, and these increased costs have adversely affected CODELCOS”s results. CODELCO has taken certain actions to secure the sources from which it can procure energy, including entering into long-term electrical contracts at competitive prices, participating in the construction of liquefied natural gas (LNG) re-gasification terminals and entering into a five-year supply contract for liquid fuels which are expected to meet its energy requirements. See Business and Properties- Production Costs of Copper. In 2014, Chile passed a carbon tax targeting the power sector, which became effective in
2017. CODELCO began paying the taxes due under this law in 2018. If CODELCO*s energy suppliers do not perform as expected or if there is an increase in energy costs in the future, CODELCO’s profits and cash flow could be adversely affected.
Any interruption or destruction or loss of data in CODELCO*s 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 results of operations.
CODELCO is subject to a variety of information technology and system risks as a part of its normal course of operations, including potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of CODELCO”s information technology systems by third parties or CODELCO*s own personnel.
Although CODELCO has security measures and controls in place that are designed to mitigate these risks, a breach of its security measures or a loss of information could occur and result in a loss of material and confidential information, breach of privacy laws and a disruption to its business activities. In addition, information systems could be damaged or interrupted by natural disasters, force majeure events, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error, or similar events or disruptions. Any of these or other events could cause interruptions, delays, loss of critical or sensitive data or similar effects, which could have a material adverse impact on the protection of intellectual property, confidential and proprietary information, and on CODELCOSs business, financial condition and results of operations.
Labor disruptions involving CODELCO*s employees or the employees of its independent contractors could affect CODELCOSs production levels and costs.
As of December 31, 2020, CODELCO employed 15,267 employees, approximately 93.2% of whom were covered by collective bargaining agreements with labor unions. Most of these collective bargaining agreements have terms of two to three years. CODELCO has experienced material work slowdowns, work stoppages and strikes in the past. In 2018, CODELCO experienced a 39-day strike involving 83 union workers from the Andina Division and a one- day strike that blocked access to the Chuquicamata mine to four of the six labor unions. In 2019, CODELCO experienced a 14-day strike involving 3,200 union workers in the Chuquicamata Division (or approximately 67% of the total work force). The 14-day strike diminished production by approximately 17,600 metric tons. In 2021, CODELCO experienced a 21-day strike involving two labor unions from the Andina Division and 24-day strike involving one labor union also from the Andina Division.
CODELCO negotiated four collective bargaining agreements in the six-month period ended June 30, 2021 and one additional collective bargaining agreement signed in September 2021. CODELCO negotiated seven collective
22 bargaining agreements, eight collective bargaining agreements and 18 collective bargaining agreements in 2020, 2019 and 2018, respectively.
CODELCO has experienced work disruptions in the past, and there can be no assurance that a work slowdown or work stoppage will not occur prior to or upon the expiration of the current collective bargaining agreements.
Management is unable to estimate the effect of any such work slowdown, stoppage or strike on CODELCOs production levels. Work slowdowns, stoppages or other labor-related developments affecting CODELCO could have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO. In particular, work slowdowns, stoppages and other labor-related events could increase CODELCO’s independent contracting costs. In addition, pursuant to the Código del Trabajo (the Labor Code of Chile), CODELCO could be held liable for the payment of labor and social security obligations owed to the employees of independent contractors (or their subcontractors) if the independent contractors (or their subcontractors) do not fulfill those payment obligations.
For further information on employee and independent contractor matters, including recent work disruptions, see Business and Properties-Employees.
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.
In 2016, the Government of Chile promulgated an extensive labor reform law (the Labor Reform Law), which became effective in 2017. The Labor Reform Law prevents Chilean companies from hiring temporary replacements for striking employees and also prevents the replacement of striking employees with other existing employees of the company. This may have an adverse effect on our overall employment and operating costs, and may increase the likelihood of business disruptions in Chile. However, it has not been a practice of CODELCO to replace employees on strike, and there has not been an increase in labor disruptions in Chile since the law became effective.
In addition, under the Labor Reform Law, CODELCO and its labor unions negotiate from time to time the minimum services and emergency equipment that the labor unions must provide in case of a strike during a collective bargaining process. Currently, the following minimum services must be strictly enforced: (i) services that are strictly necessary to protect the physical assets and premises of the Company and to prevent accidents; (ii) services strictly necessary to guarantee the rendering of all services of public utility, and the attention of the population and basic needs, including those related to life, safety and health; and (iii) services strictly necessary to guarantee the prevention of sanitary or environmental damage. If there is any disagreement between CODELCO and its labor unions regarding such minimum services and emergency equipment, the parties may resolve such disagreement through administrative proceedings before the Dirección Regional del Trabajo (Regional Labor Board), which are subject to challenge by the parties before the Director Nacional del Trabajo (National Labor Board).
As of December 31, 2020, CODELCO employed 15,267 employees, approximately 93.2% of whom were covered by collective bargaining agreements with labor unions. CODELCO currently has positive labor relations with these unions. CODELCO is currently unable to estimate the impact that the Labor Reform Law or similar reforms will have on its labor relations with respect to labor unions, or on its business, financial condition, operating results and prospects.
Recent bills of law on labor and social security matters could affect CODELCO*s operations and employee costs.
e Reform to the Pensions Act: In October 2018, the Chilean government proposed a bill to reform the social security system. Currently, the social security system in Chile is composed of: (i) a mandatory contribution of the employees charge, equal to 10% of the employees monthly remuneration, which is transferred to the employees individual capitalization account with the Pension Fund Administrator (AFP). In case of dependent employees, the employer has the obligation to retain the corresponding sums and transfer them to the respective AFP; (ii) a voluntary contribution, that enables employees to voluntarily complement their pension funds; and (iii) a welfare contribution or pension aid (pilar solidario), which is a States contribution to complement the pension funds of the poorest 60% of the population in Chile.
On July 1, 2021, members of the Senate submitted a motion to discuss and amend the Constitution in order to declare as a right of all pensioners under the AFPs system the possibility of withdrawing the total or any percentage of
23 their individual capitalization funds to direct those proceeds to the acquisition of real estate or investment in other financial instruments. If approved, the financial instruments available to pensioners shall be determined through a decree issued by the Ministry of Finance. As of the date of this offering memorandum, this draft bill is being discussed in Congress. Publicly available information on the bill indicates that it will include a gradual 6% increase to the employees pension contribution, of the employer’s charge, additional to the aforementioned 10% corresponding to the mandatory contribution of the employees charge.
+ Reduction of the weekly working schedule: In May 2019, the President sent to Congress a new bill of law on labor modernization to reduce the weekly working schedule. The proposed changes are to: (i) amend the working schedule from a fixed 45 hours per week to a monthly working schedule of 180 hours per month; (ii) allow the distribution of the workweek from a minimum of 4 to a maximum of 6 days (allowing 4×3 shifts with no prior request to the Labor Board); (iii) introduce a new regulation on services provided through technological platforms; (iv) introduce a new regulation for freelance or informal employments; and, (v) introduce amendments to the regulation of services provided by teenagers and under aged employees.
Simultaneously, a group of congresswomen from opposition parties proposed a bill of law aimed to reduce the weekly working schedule from 45 to 40 hours per week.
Both draft bills are currently being discussed at the Chilean Congress.
e Distribution of Profit Sharing: On September 2, 2021, the Congress approved a bill to change the distribution of profit sharing in companies. According to this bill, companies will have to distribute to their employees between 8% to 15% of their annual net profits, a percentage that will depend on the amounts invoiced by the company during the respective annual period. The amount payable to each employee annually is capped at 20 times the monthly minimum wage. Furthermore, companies will have to make monthly payouts equal to 25% of the employee?s monthly remuneration, capped annually at 6 times the monthly minimum wage. This monthly payment will be attributable to the annual payment, in case the latter turns to be a larger number.
Adaditionally, due to the economic and social crisis caused by the COVID -19 pandemic, several labor-related regulations have been enacted, which may increase CODELCOS”s industrial costs. Some of these regulations are linked to the measures enacted by Law No. 21,227, which authorizes drawings against the unemployment insurance fund (the Unemployment Insurance Fund) to make up for the loss or reduction of wages or salaries of employees that, due to the COVID-19 crisis, must stay at home and are unable to work remotely and by Law No. 21,312 that eases certain requirements to draw under the Unemployment Insurance Fund and be entitled to the benefits granted by Law No.
21,227.
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.
CODELCO from time to time hedges certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility. CODELCO currently does not have any production hedging commitments. See notes 27 and 28 to the Consolidated Financial Statements.
CODELCOSs production hedging activities could cause it to lose the benefit of an increase in copper prices if copper prices increase over the level of CODELCO*s hedge position, as occurred in 2012. The cash flows from and the mark-to-market values of CODELCOS*s production hedges can be affected by factors such as the market price of copper, copper price volatility and interest rates, which are not under CODELCOS*s control.
CODELCOSs production hedging agreements contain events of default and termination events that could lead to early close-outs of CODELCO’s hedges. These include failure to pay, breach of the agreement, misrepresentation, default under CODELCOSs loans or other hedging agreements and bankruptcy. In the event of an early termination of CODELCOSs hedging agreements, the cash flows from the affected hedge instruments would cease and CODELCO and the relevant hedge counterparty would settle all of CODELCOS*s obligations at that time. In that event, there could be a lump sum payment to be made either to or by CODELCO. The magnitude and direction of such a payment would depend upon, among other things, the characteristics of the particular hedge instruments that were terminated and the market price of copper and copper price volatility and interest rates at the time of termination.
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In addition to its production hedging activities, CODELCO has hedged a portion of its exchange rate and interest rate exposure by entering into forward exchange contracts to hedge against fluctuations in the UF to U.S. dollar exchange rate for its outstanding UF-denominated bonds. CODELCO also periodically enters into futures contracts with respect to certain sales of its own copper. No assurance can be given that CODELCO will be adequately protected by its hedging activities.
See Business and Properties-Marketing-Pricing and Hedging, notes 27 and 28 to the Consolidated Financial Statements for further information on CODELCOS*s hedging activity.
Global economic, political and regulatory developments may adversely affect CODELCO.
Revenue from international sales constitutes a material portion of our total revenue, and we anticipate it will continue to for the foreseeable future. The current U.S. administration has called for substantial changes to United States foreign trade policy, including the possibility of imposing greater restrictions on international trade and significant increases in tariffs on goods imported into the United States. For example, the United States has recently enacted a series of tariffs on the import of Chinese products. The continued threats of tariffs, trade restrictions and trade barriers could have a generally disruptive impact on the global economy and, therefore, negatively impact our revenues.
Given the relatively fluid regulatory environment in China and the United States and uncertainty on how the United States or foreign governments will act with respect to tariffs, international trade agreements and policies, there could be additional tax or other regulatory changes in the future. Any such changes could adversely impact CODELCO’s business, financial condition and results of operations. If our revenues generated from international sales decline significantly as a result, it could have a material adverse effect on CODELCO”s business and results of operations.
The departure of the UK from the European Union could have an adverse effect on CODELCO*s business, financial condition and potential growth in Europe.
The UK withdrew from the European Union (EU) on January 31, 2020, subject to a transition period that ended on December 31, 2020. On December 24, 2020, the UK and the EU announced that they had struck a new bilateral trade and cooperation deal governing the future relationship between the UK and the EU (the EU-UK Trade and Cooperation Agreement), which has applied provisionally since January 1, 2021 and formally entered into force on May 1, 2021.
The EU-UK Trade and Cooperation Agreement provides clarity in respect of the intended shape of the future relationship between the UK and the EU and some detailed matters of trade and cooperation. However, there remain unavoidable uncertainties related to this withdrawal, commonly referred to as Brexit, including the long-term impact of the EU-UK Trade and Cooperation Agreement on businesses in the EU and the UK and how the new relationship between the EU and the UK will develop over time, which could cause volatility in currency exchange rates, in interest rates, and in EU, UK or worldwide political, regulatory, economic or market conditions. This could contribute to instability in political institutions, regulatory agencies, and financial markets.
These effects could have an adverse effect on our business, financial condition and potential growth into Europe. However, the long-term effects of the UKs departure from the EU on CODELCOSs business and financial condition remain uncertain at this time.
Risks Relating to CODELCO*s Relationship with the Government of Chile
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.
CODELCO is a mining, industrial and commercial state-owned enterprise of indefinite duration with its own legal personality and capital. CODELCO’s relationship with the Government of Chile is through the Ministry of Mining, and is governed by Decree Law 1,350, as amended by Law 20,392, its bylaws and other applicable legislation.
The President of Chile is vested with the authority analogous to that of the shareholders of a corporation (sociedad anónima) under Chilean law, which may be delegated in whole or in part to the Ministers of Finance and Mining, jointly. Pursuant to such authority, the President of Chile (i) participates in the designation of the Board of Directors by designating three directors without external input and by electing six directors on the basis of third-party short lists; (ii)
25 appoints the Chairman of the Board of Directors; and (iii) may approve and amend the bylaws of the Company, by means of an executive decree issued jointly by the Ministries of Finance and Mining. In 2017, Miguel Juan Sebastián Piñera Echenique was re-elected as President of Chile, after having previously served as President from 2010-2014. Mr.
Piñera’s administration began on March 11, 2018. Senior management and administration of the Company are vested in its Board of Directors and further delegated to its Chief Executive Officer. Pursuant to Decree Law 1,350, CODELCO*s Board of Directors must submit its proposed annual budget to the Ministries of Finance and Mining for approval and possible revision. In addition, Decree Law 1,350 requires CODELCO to include as part of its proposed annual budget a debt amortization budget that includes interest and principal payments on CODELCO’s debts, including the notes. CODELCO must also submit a three-year Plan de Negocios y Desarrollo (a Business Development Plan, or BDP) report, approved by the Company’s Board of Directors, to the Ministries of Finance and Mining by March of each year. There is no guarantee that actions taken with respect to the appointment of CODELCOSs directors, amendments to its bylaws, and revision and approval of its budget, including CODELCOSs capitalization of profit, will be adopted by the administration of the new President andor will be the same as they would be in a privately owned company. See Management and Regulatory Framework.
CODELCO*s funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
As a state-owned enterprise and according to its governing law, CODELCO’s profit is required to be transferred to the Chilean Treasury. Before June 30 of each year, the Ministries of Finance and Mining are required to determine, by means of a joint decree, the amount, if any, that the Company shall allocate to the creation of capitalization and reserve funds as retention of profits. Between 2014 and 2019, the Government of Chile authorized the capitalization by capital injection and retention of profit within CODELCO in an aggregate amount of U.S.$3.3 billion. Although CODELCO currently expects the Ministries of Finance and Mining to make available a substantial amount of its pre-tax profit over the next three years, a joint decree of the Ministries of Finance and Mining is required each year and the amounts approved in any given year, if any, could vary significantly.
If CODELCOSs funding through capitalization and retention of profits, depreciation, amortization and deferred taxes are insufficient to fund capital expenditures and if it is unable to otherwise finance planned expenditures, CODELCO’s business would be adversely affected. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources. In addition, if the Government of Chile does not authorize additional capitalization or the retention of profits, our credit rating may be adversely affected, which could have a material adverse effect on our business and financial condition.
CODELCO is subject to special taxes.
Law 21,174, that repealed Law 13,196, the Copper Reserve Law, exclusively requires CODELCO to pay a 10% special export tax on receivables of the sales proceeds received and transferred to Chile from the export of copper and related by-products the Company produces. As a result, the Banco Central de Chile (the Central Bank of Chile) retains 10% of the amounts from such sales that CODELCO transfers to its Chilean account. The Copper Reserve Law has an adverse effect on our ability to retain earnings for purposes of capital expenditures. In July 2019, the Congress of Chile issued a new resolution to repeal the Copper Reserve Law. Under this resolution, CODELCO will remain subject to the 10% special export tax until 2028. Beginning in 2029, the tax will be reduced annually by 25% until 2032 when CODELCO will no longer be subject to such tax. As of April 1, 2020, CODELCO is paying the taxes owed pursuant to the Copper Reserve Law on a monthly basis, following a response measure from the Government of Chile to the economic effects of the COVID-19 pandemic.
Chiles income tax law (the Income Tax Law) contemplates thin capitalization rules which are applicable to CODELCO. As such, under article 41 F of the Income Tax Law, interest, premiums, remuneration for services, financial expenses and any other contractual surcharges under credit facilities which are paid or credited to an account or made available to related entities (as defined below) of CODELCO in respect of loans or liabilities, are subject to a 35% tax if the debtor is considered to be in an excessive indebtedness situation by the year’s end. The withholding tax applicable to the interest payments made by CODELCO can be used as a credit against such 35% tax. Indebtedness will be considered to be excessive when at the end of the corresponding fiscal year the total annual indebtedness granted by entities incorporated, domiciled or established in a foreign country or in Chile, either related or not, exceeds three times CODELCOSs equity, calculated pursuant to the provisions of the Income Tax Law. Under the Excessive
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Indebtedness rules, a lender or creditor will be deemed to be related to CODELCO if: (i) the beneficiary is incorporated, domiciled, resident or established in one of the territories or jurisdictions listed in section 41 H of the Income Tax Law; (ii) each of the beneficiary and CODELCO belong to the same corporate group; (iii) the indebtedness is guaranteed directly or indirectly by a third-party related to CODELCO, in the terms of clauses (i) or (ii) above, or (iv) hereafter, provided that such third-party is domiciled or resident abroad and is a final beneficiary (beneficiario final) of the financing; (iv) the relevant financial instruments documenting such indebtedness are placed and acquired by independent entities and such indebtedness is subsequently acquired or transferred to a related entity according to subsections (i) to (iii) above; or (v) one party (i.e., beneficiary or CODELCO) conducts one or more operations with a third-party who, in turn, directly or indirectly conducts one or more similar or identical operations with a related party of such party.
Since the 2012 fiscal year and pursuant to Law N? 20,026, as amended, CODELCO has been subject to a mining tax (Impuesto Específico a la Actividad Minera) on operating income generated during the operating year at progressive rates between 5% and 14%. During 2019, CODELCO distributed a total of U.S.$1.0 billion (including income tax, and export tax payments and distributions) to the Chilean Treasury. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework. The statutory rate of the mining tax for CODELCO was calculated at 5% for 2018, 2019 and 2020. However, no assurances can be made that such rate will remain in place.
CODELCO is subject to a corporate tax rate on its net taxable income determined under. Its corporate tax rate has gradually increased from 21% in 2014 to up to 25% since 2017. In addition, CODELCO is subject to a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2.
Constitutional amendments could be proposed that would allow private ownership of CODELCO.
CODELCO is 100% owned by the Government of Chile and a constitutional amendment approved by the Chilean Congress would be required to allow private participation in CODELCOs ownership. Although there has been no formal governmental action to permit private investment in CODELCO, no assurance can be given that such a constitutional amendment will not be proposed to the Chilean Congress in the future. See Regulatory Framework- Overview of the Regulatory Regime.
Risks Relating to Chile
CODELCO*s growth and profitability depend on political stability and economic activity in Chile and other emerging markets.
Almost all of CODELCO*s revenues are derived from its operations in Chile. Accordingly, CODELCOs results of operations and general financial condition depend in part on Chilean markets for labor and certain materials and equipment, and on factors relating to Chilean political stability generally.
Chilean Government.
Presidential primaries were held on July 18, 2021, where the political alliances Apruebo Dignidad, the left coalition, and Chile Vamos, the center-right coalition, each selected their candidate for the presidential elections scheduled for November 2021. Sebastian Sichel (Independent) won the majority of votes for Chile Vamos, while Gabriel Boric (Frente Amplio) won the majority of votes for Apruebo Dignidad.
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CODELCOS*s business performance is subject to the effects of inflation and changes in the value of the peso.
Although Chilean inflation has remained low in recent years, Chile has experienced high levels of inflation in the past. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on CODELCOSs results of operations if the high inflation is not accompanied by a matching devaluation of the local currency. There can be no assurance that Chilean inflation will not revert to prior levels in the future. In addition, the measures taken by the Central Bank of Chile to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and economic growth.
The following table shows the annual rate of inflation (as measured by changes in the Chilean consumer price index and as reported by the Instituto Nacional de Estadísticas, or the Chilean National Institute of Statistics):
Year Inflation (CPI) (in percentages)
2017. 2.3
2018. 2.6
2019. 3.0
2020. 3.0
2021 (through June 30, 2021)…o.ocococcccocicicononononononncnos 3.8
Source: Chilean National Institute of Statistics
A significant portion of CODELCO’s operating costs are denominated in pesos and could therefore be significantly affected by the rate of inflation in Chile. If inflation in Chile were to increase without a corresponding depreciation of the peso, or if the value of the peso were to appreciate relative to the U.S. dollar without the peso experiencing corresponding deflation in Chile, the financial position and results of operations of CODELCO as well as the value of the notes could be materially and adversely affected. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.
The variation of the U.S. dollar against the peso constitutes CODELCOs main foreign exchange rate exposure.
The mismatch between assets and liabilities denominated in pesos and UF amounts to a net liability for the Company of
U.S.$2.6 billion (8.4% of the total amount of liabilities on a consolidated basis) as of December 31, 2020 and U.S.$2.9 billion (9.2% of the total amount of liabilities on a consolidated basis) as of June 30, 2021. In order to cover this risk, CODELCO has, and currently is, engaged in hedging transactions to partially mitigate the effects of the volatility of foreign exchange rates. See Risk Factors-Risks Relating to CODELCO’s Operations-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.
Risks Relating to the Offering
In case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
CODELCOSs activities in Chile are dependent on concessions granted by the Chilean Ordinary Courts with respect to CODELCO*s mining rights. These concessions are granted for indefinite terms in the case of exploitation concessions and for two-year periods in the case of exploration concessions (renewable with certain limitations). As a general matter, the Ordinary Courts, through legal proceedings brought by third parties (or by the Chilean Treasury in case of noncompliance with the obligation to pay annual fees), have the legal right to terminate or annul the concessions. Pursuant to the Chilean Mining Code, all 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, where the debtor consents to the attachment in the relevant legal proceeding or when the debtor is a stock corporation. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits exploited by CODELCO upon its creation in 1976 can be subject neither 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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CODELCO is permitted to incur additional indebtedness ranking equally to the notes or certain secured indebtedness.
The indenture governing the notes will not contain any restrictions on the amount of additional indebtedness which may be incurred by CODELCO or its subsidiaries; however, the notes contain restrictions on the ability of CODELCO and its subsidiaries to incur certain secured indebtedness as set forth in Description of Notes-Limitations on Liens below. As a result, CODELCO is permitted to issue additional unsecured debt that ranks on an equal basis with the notes. If CODELCO incurs any additional unsecured debt that ranks on an equal basis with the notes, the holders of that debt will be entitled to share with the holders of the notes in any proceeds distributed in connection with an insolvency, liquidation, reorganization, dissolution or other winding-up of CODELCO subject to satisfaction of certain debt limitations. This may have the effect of reducing the amount of proceeds paid to the holder of the notes under such an event. The indenture does not require CODELCO to make payments under the notes ratably with payments being made under any other obligations.
If certain changes to tax law were to occur, CODELCO would have the option to redeem the notes.
Under current Chilean law and regulations, payments of interest to holders of the notes that are not residents of Chile for purposes of Chilean taxation generally will be subject to Chilean withholding tax at a rate of 4%. Subject to certain exceptions, CODELCO will pay Additional Amounts (as defined in Description of Notes-Payments of Additional Amounts) so that the amount received by the holder after Chilean withholding tax will equal the amount that would have been received if no such taxes had been applicable. The notes are redeemable at the option of CODELCO in whole, but not in part, at any time, at the principal amount thereof plus accrued and unpaid interest and any Additional Amounts due thereon if, as a result of changes in the laws or regulations after the date of this offering memorandum affecting Chilean taxation, CODELCO becomes obligated to pay Additional Amounts with respect to interest on such notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4%. CODELCO is unable to determine whether such an increase in the withholding tax rate will ultimately be presented to or enacted by the Chilean Congress; however, if such an increase were enacted, the notes would be redeemable at the option of CODELCO. See Description of Notes- Redemption-Tax Redemption and Taxation-Chilean Taxation.
Our obligations under the notes will be subordinated to certain statutory liabilities.
Under Chilean bankruptcy law, the obligations under the notes are subordinated to certain statutory preferences. In the event of a liquidation, such statutory preferences, including claims for salaries, wages, secured obligations, social security, taxes and court fees and expenses, will have preference over any other claims, including claims by any investor in respect of the notes.
The market value of the notes may depend on economic conditions in other countries over which CODELCO has no control.
The market value of securities of Chilean companies, including CODELCO, is affected to varying degrees by economic and market conditions in other emerging market countries. Although economic conditions in such countries may differ significantly from economic conditions in Chile, investors reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Chilean issuers. International financial markets have in recent years experienced volatility due to a combination of international political and economic events.
There can be no assurance that the deterioration of emerging market economies or other events in or outside of the region will not adversely affect the market value of the notes.
The transferability of the notes may be limited by the absence of an active trading market and restrictions on transfer under applicable securities law.
The notes have not been registered under the Securities Act or any state securities laws. CODELCO does not intend to list the notes on any national securities exchange or to seek admission of the notes for trading on any securities exchange in the United States; however, we intend to apply to list the notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTE market of the Luxembourg Stock Exchange in accordance with its rules and regulations. The original notes are already listed on the Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Euro MTF market. Furthermore, CODELCO does not intend to exchange the
29 notes for notes that are registered under the Securities Act. The initial purchasers are not obligated to make a market in the notes. No assurance can be given about the liquidity of any markets that may develop for the notes, the ability of holders to sell the notes or the prices at which the notes could be sold. Future trading prices of the notes will depend on many factors, including prevailing interest rates, CODELCO*s operating results and the market for similar securities.
There can be no assurance that any active trading market will develop for the notes or that holders of the notes will be able to transfer or resell the notes without registration under applicable securities laws.
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.
Our credit rating is subject to change in the future, and the credit ratings of the notes may change after issuance. Such ratings do not address all material risks relating to an investment in CODELCO, or its notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. An explanation of the significance of such ratings may be obtained from the rating agencies. CODELCO cannot assure you that such credit rating will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in the judgment of such rating agencies, circumstances so warrant. Our credit rating is an important part of maintaining our liquidity. Any lowering, suspension or withdrawal of such ratings may potentially increase our borrowing costs, and may have an adverse effect on our financial results and business operations and the market price and marketability of the notes.
Payments claimed in Chile on the notes, pursuant to a judgment or otherwise, may be in pesos.
In the event that proceedings are brought against CODELCO in Chile, either to enforce a judgment or as a result of an original action brought in Chile, CODELCO would not be required to discharge those obligations in a currency other than Chilean currency. Such obligation may be satisfied in Chilean currency at the exchange rate in effect on the date on which payments are made. As a result, holders of the notes may suffer a U.S. dollar shortfall if judgment in Chile is obtained.
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USE OF PROCEEDS
The estimated total net proceeds from the offering of the notes are U.S.$753,915,340, after deducting commissions to the initial purchasers, payment of the Chilean stamp tax of U.S.$6,240,000 and payment of legal fees and all other expenses related to the offering, and excluding accrued interest. CODELCO intends to use the net proceeds from the sale of the notes (i) to pay the consideration for the Tender Offers and accrued and unpaid interest on the Tender Notes, (ii) to pay fees and expenses incurred in connection with the Tender Offers and (iii) the remainder, if any, for general corporate purposes. The Tender Offers are not being made pursuant to this offering memorandum. The closing of the Tender Offers is contingent upon the closing of this offering. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Capitalization.
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CAPITALIZATION
The following table sets forth the capitalization of CODELCO as of June 30, 2021 (i) on an actual historical basis, (ii) as adjusted to give effect to (a) the Tender Offers and (b) the offering of the notes and application of the estimated net proceeds from the offering of the notes as described under Use of Proceeds. This table is qualified in its entirety by reference to, and should be read together with, CODELCO’s Unaudited Interim Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum.
As of June 30, 2021 Actual As Adjusted (in thousands of U.S.$) Current financial liabilities Current portion of loans from financial institutions……. 34,016 34,016 Current portion of bonds issued. 448,739 448,739 Total current financial liabilities 482,755 482,755 Non-current financial liabilities Bank debt 969,088 969,088
3.000% Notes due 2022 328,190 328,190
4.500% Notes due 2023… 387,240 229,275
2.250% Euro Notes due 2024’* 706,240 496,136
4.000% UF Notes due 20250. 288,463 288,463
4.500% Notes due 2025…. 664,887 391,020
2.500% UF Notes due 2026% 421,153 421,153
3.625% Notes due 2027…. 1,230,224 1,230,224
2.869% Notes due 2029 129,018 129,018
3.000% Notes due 2029 1,088,801 1,088,801
3.150% Notes due 2030…. 990,138 990,138
3.750% Notes due 2031 797,176 797,176
2.840% Notes due 2034% 63,813 63,813
5.625% Notes due 2035 492,598 492,598
6.150% Notes due 2036 496,729 496,729
3.580% Notes due 2039! 52,013 52,013
4.250% Notes due 2042 734,118 734,118
5.630% Notes due 2043 934,082 934,082
4.875% Notes due 2044…. 962,011 962,011
4.50% Notes due 2047 1,207,161 1,207,161
4.85% Notes due 204: 594,627 594,627
4.375% Notes due 2049…. 1,185,126 1,185,126
3.700% Notes due 2050 1,836,780 2,616,780
3.150% Notes due 2051 446,309 446,309 Notes offered hereby%. – – Total non-current financial liabilities 17,005,985 17,144,049 Non-controlling interest 956,414 956,414 Equity Issued capital 5,619,423 5,619,423 Other reserves 5,271,786 5,271,786 Retained Earning: Accumulated deficit… (35,320) (35,320) Profits distributions to the Chilean Treasury. – – Equity attributable to equity owners of the parent……… 10,855,889 10,855,889 Total capitalization….. 29,301,043 29,439,107
32
0
0)
6)
(4)
(5)
(6)
(0)
The U.S.Sequivalent of €600 million aggregate principal amount of the 2.25% Euro Notes due 2024 has been translated at an exchange rate of
U.S.$1.00 = €0.8440 at June 30, 2021.
The U.S.$equivalent of 6.9 million UF aggregate principal amount of the 4.0% UF notes due 2025 has been translated at an exchange rate of
U.S.$1.00 = 0.022449 UF at June 30, 2021.
The U.S.$equivalent of 10 million UF aggregate principal amount of the 2.5% UF notes due 2026 has been translated at an exchange rate of
U.S.$1.00 = 0.022449 UF at June 30, 2021.
The U.S.$equivalent of HKD 500 million aggregate principal amount of the 2.84% notes due 2034 has been translated at an exchange rate of
U.S.$1.00 = HKD 7.7652 at June 30, 2021.
The U.S.$equivalent of AUD 70 million aggregate principal amount of the 3.580% notes due 2039 has been translated at an exchange rate of
U.S.$1.00 = AUD 1.3334 at June 30, 2021.
Net of deferred financing costs, commissions to the initial purchasers and payment of legal fees and all other expenses related to the offering.
CODELCO has no convertible debt securities, warrants exercisable for debt securities or other similar securities outstanding.
33
EXCHANGE RATES
As a general matter, prior to 1989, Chilean law permitted the purchase and sale of foreign exchange only in those cases explicitly authorized by the Central Bank of Chile. Law 18,840, the Central Bank of Chile Act, liberalized the rules that govern the purchase and sale of foreign currency. The act empowers the Central Bank to determine that certain purchases and sales of foreign currency specified by law must be carried out in the Mercado Cambiario Formal (the Formal Exchange Market). The Formal Exchange Market is formed by the banks and other entities so authorized by the Central Bank. The exchange rate of the transactions conducted in the Formal Exchange Market is freely agreed upon by the parties thereto. For more information, see Foreign Investment and Exchange Controls in Chile. The observed exchange rate for any given day equals the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank (the Observed Exchange Rate). Even though the Central Bank is authorized to carry out its transactions at the rates it sets, it generally uses the spot rate for its transactions. Authorized transactions by other banks are generally carried out at the spot rate.
Purchases and sales of foreign exchange, which may be effected outside the Formal Exchange Market, can be carried out in the Mercado Cambiario Informal (the Informal Exchange Market). There are no limits imposed on the extent to which the exchange rate in the Informal Exchange Market may fluctuate above or below the Observed Exchange Rate.
The following table sets forth, for the periods indicated, the high, low, average and period-end Observed Exchange Rate for U.S. dollars for each year beginning in 2016 as reported by the Central Bank of Chile. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.
Observed Exchange Rates (Ch$ per U.S.$) Period High Low Average Period-End*
730.31 645.22 676.83 667.29
679.05 615.22 649.33 615.22
698.56 588.28 640.29 695.69
828.25 649.22 702.63 744.62
867.83 710.26 792.22 711.24 April. 721.82 696.80 707.85 705.09 May… 734.75 693.74 712.26 724.92 June… 749.34 716.06 726.54 735.28 July … 767.29 727.76 750.44 758.53 August …. 789.98 760.20 778.25 787.51 Septembes 803.59 766.53 783.63 803.59 October (through October 19) 827.56 803.90 816.12 820.29
(1) Rates shown are the actual low and high (as applicable) on a daily basis for periods indicated.
(2) The average annual rates represent the average of average monthly rates for the periods indicated. The average monthly rates represent the average of the rates on each day for the periods indicated.
(3) Period ends on January 1 of the following year.
Source: Central Bank of Chile.
The Observed Exchange Rate reported by the Central Bank of Chile for October 19, 2021 was Ch$820.29 = U.S.$1.00.
34
SELECTED CONSOLIDATED FINANCIAL DATA
The following tables present CODELCO’s summary consolidated financial data and other data as of and for each of the periods indicated. This data (other than the average LME copper prices) is derived from, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum. This data should also be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS. The unaudited results of operations for the six-month periods ended June, 2020 and 2021 are not necessarily indicative of the results to be expected for the full year or any other period.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Revenue…..
Cost of sales)
Gross profit …
Other income.
Impairment losses andor reversal of impairment losses determined in accordance with IFRS 9
Distribution costs
Administrative expenses
Other expenses, by function
Other gains…..
Finance income
Finance costs…
Share of profit of associates and joint ventures accounted for using equity
Foreign exchange differences .
Profit (loss) before income tax Income tax expense?….
Profit (loss) for the period.
Profit (loss) attributable to owners of the parent…
Profit (loss) attributable to non-controlling interests …..
Profit (loss) for the pe
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Total current assets.
Total property, plant and equipment
Investments accounted for using equity method…
Non-current receivables All other assetsÚ> …..
Total assets ….
Total current liabilitie
Total non-current liabilities
Total liabilities
Non-controlling interest
For the six-month period ended
For the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$) 14,308,758 12,524,931 14,173,168 5,238,857 10,014,919
(11,194,341) (10,051,441) (10,565,179) (4,513,199) (5,903,367) 3,114,417 2,473,490 3,607,989 725,658 4,111,552 124,826 360,690 97,321 63,108 58,732
(206) (1,528) (258) 158 378
(18,262) (17,069) (9,463) (5,050) (5,029)
(465,328) (409,234) (397,045) (178,363) (220,662)
(2,115,314) (1,747,838) (1,456,821) (592,872) (939,888) 21,395 22,672 30,425 14,718 15,325 51,329 36,871 40,213 28,533 7,030
(463,448) (479,307) (742,464) (337,999) (304,507)
119,114 13,203 39,436 (12,517) 218,120
178,143 153,917 (165,501) 263,265 35,386
547,030 407,773 1,043,884 (33,047) 2,975,801
(357,283) (393,245) (787,003) (13,319) (1,880,162)
189,747 14,528 256,881 (46,366) 1,095,639
155,719 6,637 242,993 (47,137) 1,038,247 34,028 7,891 13,888 771 57,392
189,747 14,528 256,881 (46,366) 1,095,639 As of December 31 2018 2019 2020 As of June 30, 2021 (in thousands of U.S.$) 5,828,206 6,050,021 7,758,122 8,568,210 26,754,998 29,700,164 30,012,945 (1 30,003,217 3,568,293 3,483,523 3,418,958 3,443,912 84,731 98,544 93,986 92,232 854,577 1,012,359 926,375 788,410 37,090,805 40,344,611 42,210,386 42,895,981 3,539,412 3,922,957 3,439,907 3,959,815 22,207,524 24,786,987 27,143,988 27,123,863 25,746,936 28,709,944 30,583,895 31,083,678 969,204 919,757 924,942 956,414
35
Equity attributable to owners of the parent…………. 10,374,665 10,714,910 10,701,549 10,855,889 Total equity 11,343,869 11,634,667 11,626,491 11,812,303 37,090,805 40,344,611 42,210,386 42,895,981
Total liabilities and equity.
As of and for the six-month period ended As of and for the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$, except ratios and copper prices)
OTHER ITEMS Depreciation and amortization of asset 2,181,140 2,220,069 2,455,070 1,164,213 1,115,492 Interest expense, net (412,119) (442,436) (702,251) (309,466) (297,477) Ratio of earnings to fixed charges (adjusted) 3.0 19 2.4 0.9 10.8 Average LME copper price (U.S. € per pound). 295.9 272.1 280.3 249.5 412.4 Adjusted EBITDAO 4,695,792 4,042,748 5,289,081 1,881,095 5,159,603 Ratio of debt to Adjusted EBITDAO …. 3.2 43 3.4 N.A N.A Adjusted EBITDA coverage ratio(9,… 11.4 9.1 7.5 6.1 17.3
(1) Cost of sales for any period includes direct and indirect costs, depreciation and amortization associated with the production of copper and byproducts, as well as purchase costs of third-party copper, sold by CODELCO in that period.
(2) Other expenses is comprised principally of costs related to the 10% special export tax paid by the Company, retirement plan and severance indemnities and fixed indirect costs below production level. See note 22.b of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(3) CODELCO is subject to a mining tax on operating income at progressive rates of between 5% and 14%. The tax is imposed on operating income generated during the operating year. The statutory rate of the mining tax for CODELCO was 5.0% for each year between 2017 and
2019. In addition, CODELCO is subject to the corporate income tax rate of 24% in 2016 and 25% since 2017 (pursuant to the tax reform in
2014) and a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. See Taxation- Chilean Taxation and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury for additional information. See note 5 of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources- Distributions to the Chilean Treasury and Regulatory Framework. See also Risk Factors-Risks Relating to CODELCO*s Relationship with the Government of Chile-CODELCO is subject to special taxes for information regarding the mining tax rate effective in 2016.
(4) See note 8 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(5) All other assets includes other non-current financial assets, other non-current non-financial assets, accounts receivable from related parties, non-current, non-current inventories, intangible assets other than goodwill, investment property, non-current tax assets and deferred tax assets.
(6) For the purpose of calculating CODELCOSs ratio of earnings to fixed charges (adjusted), (i) earnings consist of Adjusted EBIT and (ii) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) is calculated by dividing Adjusted EBIT by finance cost. Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) of the following table) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds available to service debt. 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. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation 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. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
(7) Average price on the LME for Grade A cathode copper during period.
(8) Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets plus export taxes and impairment charges net of reversals (as defined in note (1) of the following table) to profit (loss) for the period. 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. 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. The Company believes that Adjusted EBITDA, while providing
36
(8)
(10)
a) useful information, should not be considered in isolation or as a substitute for profit 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. See notes 8, 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
The ratio of debt to Adjusted EBITDA is calculated by dividing debt by Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income. See note 9 above for further information about Adjusted EBITDA and notes 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
In the unaudited interim consolidated financial statements, as of June 30, 2021 and for the six-month periods ended June 30, 2020 and 2021, certain reclassifications were made to the statement of financial position as of December 31, 2020 which, with respect to property, plant and equipment, included a break-out of right-of-use assets into a separate line. The amounts for property, plant, and equipment in the table above, therefore, represent the sum of property, plant and equipment and right-of-use assets.
The following table shows CODELCO’s earnings, Adjusted EBIT, ratio of earnings to fixed charges (adjusted), Adjusted EBITDA and reconciliation of Adjusted EBIT and Adjusted EBITDA for the periods indicated.
For the six-month period ended For the year ended December 31, June 30,
2018 2019 2020 2020 2021 (in thousands of U.S.$)
Profit (loss) for the period 189,747 14,528 256,881 (46,366) 1,095,639 Income tax expense 357,283 393,245 787,003 13,319 1,880,162 Finance costs 463,448 479,307 742,464 337,999 304,507 ImpairmentsÚ …. 395,965 – – – – Adjusted EBIT? 1,406,443 887,080 1,786,348 304,952 3,280,308 Ratio of earnings to fixed charges (adjusted)O …. 3.0 1.9 2.4 0.9 10.8 Depreciation and amortization of assets(….
2,181,140 2,220,069 2,455,070 1,164,213 1,115,492 Copper Reserve Law! 1,108,209 935,599 1,047,663 411,930 763,803 Adjusted EBITDA .. 4,695,792 4,042,748 5,289,081 1,881,095 5,159,603
(09) Impairments include charges and reversals related to charges of investment projects, research projects and investment in associates and joint
a)
6)
(4)
(5) ventures and exclude impairment charges related to definitely-lived tangible assets which show indicators of impairment under International Accounting Standard N*36. See notes 8, 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) above) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds available to service debt. 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. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation 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. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
For the purpose of calculating CODELCOSs ratio of earnings to fixed charges (adjusted), (i) earnings consist of Adjusted EBIT and (ii) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) is calculated by dividing Adjusted EBIT by finance cost.
See note 20 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements.
The Copper Reserve Law currently requires the payment of a 10% special export tax on receivables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related by products produced by CODELCO. For further information, see Risk Factors- Risks Relating to CODELCO*s Relationship with the Government of Chile- CODELCO is subject to special taxes.
37
The following table shows CODELCO’s debt and ratio of debt to Adjusted EBITDA and Adjusted EBITDA coverage ratio for the periods indicated.
As of and for the six-month period ended
As of and for the year ended December 31, June 30, 2018 2019 2020 2020 2021 (in thousands of U.S.$, except ratios) 15,257,685 17,264,356 18,076,656 20,148,224 17,488,740 Ratio of debt to Adjusted EBITDA 3.2 4.3 3.4 N.A NA Finance income 51,329 36,871 40,213 28,533 7,080 Adjusted EBITDA coverage ratio ………….. 11.4 9.1 7.5 6.1 17.3
(1) Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income.
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SELECTED OPERATING DATA The following table sets forth a summary of the production and sales data of CODELCO for each of the years ended December 31, 2018, 2019 and 2020 and for the six-month periods ended June 30, 2020 and 2021. For more information regarding such data, see Business Properties.
For the six-month period ended Year ended December 31, June 30, 2018 2019 2020 2020 2021 COPPER MINING OPERATIONS Ore Mined (in thousands of dry metric tons): Mina Ministro Hales 19,827 19,160 19,574 9,515 8,615 Chuquicamata Division 56,909 65,582 67,172 33,538 29,260 Radomiro Tomic Divisio 77,692 70,753 72,286 34,940 37,250 Gabriela Mistral Division 39,430 38,180 36,475 17,187 17,366 El Teniente Division… 52,454 52,006 53,343 25,589 27,735 Andina Division. 29,264 30,676 33,035 16,891 14,050 Salvador Division .. 12,892 10,362 10,882 5,211 5,274 288,467 286,718 292,767 142,869 139,549 Average Copper Ore Grad Mina Ministro Hales 1.09% 0.99% 1.07% 0.87% 1.42% Chuquicamata Division 0.62 0.73 0.76 0.78 0.72 Radomiro Tomic Divisio 0.53 0.48 0.45 0.44 0.47 Gabriela Mistral Division 0.37 0.42 0.40 0.42 0.37 El Teniente Division 0.96 0.95 0.94 0.94 0.92 Andina Division. 0.75 0.67 0.72 0.71 0.81 Salvador Division .. 0.59 0.63 0.66 0.65 0.71 Weighted Average 0.67% 0.67% 0.69% 0.68% 0.70% PLANT COPPER PRODUCTION (by division in metric tons): Mina Ministro Hales …. 195,485 151,838 170,606 64,324 98,815 Chuquicamata Division. 320,744 385,309 400,720 179,533 171,575 Radomiro Tomic Division 332,667 266,415 260,653 125,738 137,905 Gabriela Mistral Division 107,247 104,087 120,080 49,587 42,519 El Teniente Division …. 465,040 459,744 443,220 206,218 226,495 Andina Division . 195,531 170,274 184,437 91,897 91,486 Salvador Division 60,840 50,561 56,302 26,285 26,739 1,677,554 1,588,229 1,618,018 743,582 759,534 PLANT COPPER PRODUCTION (contained copper in metric tons): ER Cathodes…. 44,308 10,228 47,542 33,124 27,944 SX-EW Cathodes 410,649 395,998 384,188 184,045 176,777 Calcined…. 152,653 116,999 100,116 50,781 61,833 Anodes – Blister. 386,393 338,769 372,607 169102 182,651 Concentrates….. 683,551 726,235 713,565 306,530 346,329 1,677,554 1,588,229 1,618,018 743,582 759,534 MOLYBDENUM PRODUCTION (contained molybdenum in metric tons)…….. 24,031 22,353 27,915 13,649 11,091 COPPER SALES (in metric tons; includes sales of third-party copper): Cathodes… 1,231,172 1,076,097 1,233,448 596,705 587,216 Fire Refined. – – – – – Anodes – Blister 135,509 58,491 103,850 27,008 44,508 Concentrates 529,292 721,339 610,599 235,444 285,156 Total 1,895,974 1,855,926 1,947,897 859,157 916,880
39
COPPER EXPORTS (in metric tons; includes sales of third-party copper):
Cathodes 1,173,010 1,009,355 1,143,212 558,145 532,739 Blister 133,499 57,487 100,638 26,274 44,511 Concentrates 379,398 503,424 399,900 164,411 189,651 Total .. 1,685,906 1,570,266 1,643,750 748,830 766,901 INVENTORIES OF COPPER AT PERIOD-END (in metric tons) 80,233 38,375 17,305 34,211 20,400
40
MANAGEMENT”S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with CODELCO’s Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum, as well as the data set forth in Selected Consolidated Financial Data. Except as otherwise disclosed herein or indicated, the Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS.
Overview
CODELCO is the world’s largest copper producer and one of the largest companies in Chile in terms of revenues. CODELCO engages primarily in the exploration, development and extraction of ore-bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts. In 2020, CODELCO derived 91% of its total sales from copper and 9% of its total sales from byproducts of its copper production, primarily molybdenum, anodic slimes and sulfuric acid.
Since its inception in 1976, CODELCO has contributed approximately U.S.$106.3 billion (in 2020 currency) to the Chilean Treasury. Approximately 63.2% of this amount was generated in the last 17 years, representing 8.7% of the revenues of the Government of Chile. In 2020, CODELCO accounted for 14.1% of all Chilean exports.
CODELCOSs financial performance is significantly affected by the market prices of copper. As with prices for other commodities, copper prices have historically been subject to wide fluctuations. LME copper prices averaged 249.5 cents per pound in 2020 compared to 272.1 cents per pound in 2019 and 295.9 cents per pound in
2018. Copper prices averaged 412.4 cents per pound in the first six months of 2021, compared to 249.5 cents per pound in the first six months of 2020. Since the first half of 2018 copper prices have been affected by trade disputes between the United States and China, also in 2020 prices have been affected by the COVID-19 pandemic. For more information, see Overview of the Copper Market.
CODELCO continues to focus on controlling and limiting production cost increases. For many years, CODELCO was within the first or second quartiles in the industry with respect to costs. Currently, CODELCO is in the third quartile of the industrys cost curve. This position was primarily attributable to the quality of its ore bodies, its economies of scale and the experience of its workforce and management. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industrys cost curve in the long-term. In 2020, CODELCOS”s total costs and expenses increased by 8.6 cents per pound (3.7%) to 242.1 cents per pound, compared to 233.5 cents per pound in 2019 and 245.1 cents per pound in 2018, mainly due to higher depreciation and amortization expenses and negative foreign exchange difference on liabilities denominated in Chilean peso. For the first six months of 2021, CODELCO*s total costs and expenses increased by 20 cents per pound (9%) to 240.7 cents per pound, compared to 220.7 cents per pound for the same period in 2020, mainly due to higher input prices, such as electricity and diesel, appreciation of the Chilean peso against the U.S. Dollar and negative foreign exchange difference on liabilities denominated in Chilean peso.
In 2020, CODELCOSs total costs and expenses increased to U.S.$8.6 billion, compared to U.S.$8.2 billion in 2019, due to lower input prices and depreciation of the Chilean peso and U.S.$9.1 billion in 2018, due to depreciation of the Chilean peso against the U.S. Dollar and a decline of sales volume and cost cutting initiatives.
For the first six months of 2021, CODELCOSs total costs and expenses amounted to U.S.$4.2 billion, compared to
U.S.$3.6 billion for the same period in 2020. In 2020, CODELCO*s cash cost of production was 129.4 cents per pound, compared to 141.6 cents per pound in 2019 and 139.1 cents per pound in 2018. For the first six months of 2021, CODELCOSs cash cost of production was 134.7 cents per pound, compared to 129.9 cents per pound for the same period in 2019. In 2020, CODELCOSS total cash cost was U.S.$4.5 billion, compared to U.S.$4.9 billion in 2019 and U.S.$5.1 billion in 2018. For the first six months of 2021, CODELCO’s total cash cost was U.S.$2.3 billion, as compared to U.S.$2.1 billion for the same period in 2020 (such total cash cost includes certain cash cost incurred at the corporate level). See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview.
41
CODELCO conducts hedging operations from time to time to reduce the risks associated with copper price volatility. CODELCO also periodically enters into futures contracts with respect to certain sales of its own copper.
Since 2005, CODELCO has occasionally hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility. As of June 30, 2021, CODELCO did not have any production hedging commitments and, accordingly, there was no related impact on pre-tax income for the six-month period ended June 30, 2021. See notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements.
CODELCO has hedged a portion of its exchange rate and interest rate exposure by entering into forward exchange contracts to hedge against fluctuations in the UF to U.S. dollar exchange rate for its outstanding UF-denominated bonds. See Business and Properties-Marketing-Pricing and Hedging and Risk Factors- Risks Relating to CODELCOs Operations-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. See also notes 27 and 28 to the Consolidated Financial Statements and notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements for further information on CODELCO”s hedging activity.
Sale prices for CODELCOS*s products are established principally by reference to prices quoted on the LME and the New York Commodity Exchange (COMEX) in the case of copper, or prices published in Metals Weekly in the case of molybdenum. The substantial majority of copper produced by CODELCO is sold under annual contracts to customers who have long-term relationships with CODELCO. Pricing under such contracts is based on prevailing average copper prices for a quotation period, generally for the month following the scheduled month of shipment. Revenue under such contracts is recorded at provisional prices determined at the time of shipment. Usually, an adjustment is then made after delivery of the copper, based on the pricing terms contained in the applicable contract.
CODELCOSs financial performance is also significantly affected by the relationship of copper prices to production costs. In 2020, CODELCO*s annual production, including its investment in El Abra and Anglo American Sur, slightly increased to 1.73 million metric tons from 1.71 million metric tons in 2019 and 1.81 million metric tons in 2018. The increased production levels in 2020 were in connection with higher copper output at Ministro Hales, Chuquicamata and Andina were the main drivers of this increase and offset the decline at El Teniente.The lower production levels in 2019 were in connection with weather disruptions in the northern area of Chile, a 14-day strike at the Chuquicamata mine and upgrades at the Chuquicamata and Salvador smelters that suspended operations temporarily. The production in 2018 was mainly due to lower production at the Andina, Mina Ministro Hales, Gabriela Mistral and Chuquicamata Divisions, partially offset by increased production at the Radomiro Tomic Division and CODELCOSs stake in Anglo American Sur and El Abra.
In 2020, each U.S.$0.01 change in CODELCOS*s average annual copper price per pound caused a variation in operating profit of approximately U.S.$36 million. CODELCO expects production to remain relatively stable in the near future. By overcoming certain non-permanent disruptions, such as inclement weather and other natural events and strikes, and producing more copper through the new Mina Ministro Hales ore body, CODELCO believes that it will be able to compensate for diminished production resulting from lower average ore grades, which themselves are expected to stabilize over time. Nonetheless, CODELCO continues to develop its project pipeline with the goal of increasing its production marginally in the long-term.
CODELCO continues to develop and refine its mine management practices and programs to limit and reduce its costs. These include the following: (i) improved deposit identification and mining techniques; (ii) the implementation of early retirement plans and workforce reduction programs; (iii) an investment in human capital and continuing to attract and retain a world-class management team and professionals of the highest caliber; (iv) improved utilization of equipment and inputs used in the processes of copper production to increase productivity and efficiency; and (v) the development of key projects, specifically the new mine level at El Teniente, the Andina plant reallocation and the Chuquicamata underground mine projects. Production cash costs are influenced by mining and production practices, as well as the type of ore from which copper is produced, production levels and market prices of byproducts, and foreign exchange rates.
In 2020, CODELCO invested U.S.$2.4 billion, mainly in expansion and development projects, including the Chuquicamata underground mine, the Andina plant reallocation, the new mine level at El Teniente and the upgrade of Chuquicamata, Salvador and El Teniente smelters. See Business and Properties.
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In addition to selling its current production of copper, CODELCO may sell copper in its inventory from past production cycles to meet the demand of its customers. CODELCO also purchases copper from third parties in the spot market for resale. The Company makes these purchases and sales of third-party copper to meet the requirements under sales contracts and to participate in the spot market for copper based on its evaluation of market conditions. CODELCO has no long-term commitments regarding third-party copper purchases or sales other than pursuant to the joint venture with China Minmetals Non-Ferrous Metals Co. Ltd. (Minmetals), a Chinese state-owned metals company. This joint venture ended in April 2016 and the related selling commitment ends in
2021. For more information on Minmetals, see Business and Properties-Associations, Joint Ventures and Partnerships. CODELCO also engages in copper transactions with its affiliates at market terms. In addition, CODELCO purchases copper from its affiliates for further processing and resale.
The following tables set forth, for the periods indicated, the components of CODELCO*s consolidated financial statements of operations expressed as a percentage of revenue under IFRS. These tables are qualified in their entirety by reference to, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum:
For the six-month periods ended
Year ended December 31, June 30, 2018 2019 2020 2020 2021 Revenue. . 100.0% 100.0% 100.0% 100.0% 100.0% Cost of sale: (78.2) (80.3) (74.5) (86.1) (58.9) Gross profit… 21.8 19.7 25.5 13.9 41.1 Other income 0.9 2.9 0.7 1.2 0.6 Administrative expenses … (3.3) (3.3) (2.8) (3.4) (2.2) Other expenses, by function. (14.8) (14.0) (10.3) (11.3) (9.4) Finance costs … (3.2) (3.8) (5.2) (6.5) (3.0) Profit (loss) before income tax 3.8 3.3 7.4 (0.6) 29.7 Income tax expense (2.5) (3.1) (5.6) (0.3) (18.8) Profit (loss) for the period . 1.3% 0.1% 1.8% (0.9) 10.9
The following tables set forth, for the periods indicated, certain price, volume and cost data:
For the six-month period ended
Year ended December 31, June 30, 2018 2019 2020 2020 2021 CODELCO Average Metal Price (per pound)” Copper …. $ 2.76 $ 2.56 $2.46 $2.35 $4.34 Molybdenum . $ 11.64 $ 11.37 $8.31 $8.52 $12.08 CODELCO Sales Volume (in metric tons) Own copper (2)… 1,838,150 1,804,005 1,858,920 821,000 885,352 Third-party copper. 296,109 172,218 191,668 82,604 92,828 Total copper 2,134,259 1,976,223 2,050,588 903,604 978,180 Molybdenum (in oxide and concentrate)……… 25,385 23,775 28,755 13,989 11,341 CODELCOS*s Cash Cost of Production (per pound)……. 139.10 141.64 129.4t 129.90 134.70
0) The average metal price is the weighted average of prices actually paid to CODELCO for its product mix.
(2 Includes wire rod sales and cathodes from CODELCOSs subsidiaries.
Impact of COVID-19
The COVID-19 pandemic and the resulting economic impact have primarily contributed to a decrease in copper prices in 2020. However in the first six months of 2021, LME copper prices increased to 412.4 cents per pound compared to 249.5 cents per pound in the first six months of 2020, which was attributable to the Chinese and global economies recovery from the COVID-19 pandemic during the first six months of 2021. CODELCO’s financial results and prospects are largely dependent on the prices of copper. If economic conditions further
43 deteriorate in China or other emerging markets, demand from customers in those markets could decline and the market price of copper could fall. A decline in copper prices would have an adverse impact on CODELCO’s revenues and financial results.
CODELCO has taken steps and implemented several measures to safeguard its employees, businesses and the communities surrounding its operations from the threats posed by the COVID-19 pandemic. Although these steps and measures have not materially affected CODELCOS*s production or its financial results in 2020 or the first six months of 2021, the ultimate impact of COVID-19 on CODELCOSs financial and operating results is unknown and will depend on the duration and spread of the pandemic, and will not be fully reflected in CODELCOSs results of operations until future periods.
Results of Operations for the six-month Periods Ended June 30, 2020 and 2021
The following table sets forth CODELCOs summarized results of operations for the six-month periods ended June 30, 2020 and 2021:
For the six-month periods ended June 30, % Change 2020 2021 20202021 (in millions of U.S.$) Revenue ….. 5,238,857 10,014,919 91.2 Cost of sales.. (4,513,199) (5,903,367) 30.8 Gross profit.. 725,658 4,111,552 466.6 Other income 63,108 58,732 (6.9) Administrative expenses (178,363) (220,662) 23.7 Other expenses, by function (592,872) (939,888) 58.5 Finance costs (337,999) (304,507) (9.9) Share of profit of associates and joint ventures accounted for using (12,517) 218,120 (1,8426) equity method ….
Foreign exchange differences .. 263,265 35,386 (86.6) Profit (loss) before income tax. (33,047) 2,975,801 (9,104.8) Income tax expense …. (13,319) (1,880,162) 14,016.4 Profit (loss) for the period . (46,366) 1,095,639 (2,463.0) Profit (loss) attributable to owners of parent (47,137) 1,038,247 (2,302.6) Profit (loss) attributable to non-controlling interests 771 57,392 7,343.8
Revenue. The following table sets forth CODELCO’s revenue for the six-month periods ended June 30, 2020 and 2021:
For the six-month periods ended June
30, % Change 2020 2021 2020 (in millions of U.S.$)
Revenue 5,238,857 10,014,919 91.2% Sales of CODELCO*s own copper 4,261,248 8,463,051 98.6% Sales of third-party copper .. 443,701 883,378 99.1% Sales of byproducts and other. 533,908 668,490 25.2%
Revenues increased by 91.2% to U.S.$10.0 billion in the first six months of 2021, compared to
U.S.$5.2 billion for the same period in 2020. This increase was primarily attributable to an increase in copper prices and the volume of copper sold by 8.3% as a result of higher production levels. Our own copper sales increased by
98.6% mainly due to 7.8% higher volume sold and higher realized copper price. The average LME copper prices in the first six months of 2021 was 412.4 cents per pound as compared to 249.5 cents per pound for the same period in
2020.
Third-party copper sales totaled U.S.$883 million in the first six months of 2021, compared to
U.S.$444 million for the same period in 2020, attributable to an increase on realized copper price and sales volume.
In general, changes in the volume of third-party copper sales are dependent upon CODELCO’s need to meet
44 requirements under sales contracts and, to a lesser extent, purchasing copper under spot market terms if CODELCO*s own production is insufficient to cover the quantities that it has agreed to supply its customers.
Sales of byproducts and other increased 25.2% to U.S.$668 million in the first six months of 2021, compared to U.S.$534 million for the same period in 2020. This increase was primarily due to the 35% growth in other byproducts and 15% in molybdenum sales volume.
Cost of sales. CODELCO*s cost of sales in any period includes both the mining and production costs of its own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the six-month periods ended June 30, 2020 and 2021:
For the six-month period ended June 30, % Change 2020 2021 2020 (in millions of U.S.$)
Cost of sales. 4,513,199 5,903,367 30.8% Cost of CODELCO*s own copper. 3,739,026 4,631,965 23.9% Cost of third-party sales 0. 442,421 883,832 99.8% Cost of byproducts and OtheT coooccccincinnononnnnnconncnncnnornnioncanocencnnarannnons 331,752 387,570 16.8%
CODELCOSs total cost of sales increased by 30.8% to U.S.$5.9 billion (58.9% of sales) in the first six months of 2021, compared to U.S.$4.5 billion (86.1% of sales) for the same period in 2020, primarily due to higher sales volume and appreciation of the Chilean peso against the U.S. dollar. Some of the minerals that CODELCO sells are purchased at market prices, and CODELCO also purchases mineral ore from third parties at market prices which it processes and sells as copper.
CODELCOSs cost of sales of its own copper increased by 23.9% to U.S.$4.6 billion during the first six months of 2021, compared to U.S.$3.7 billion for the same period in 2020. This increase is primarily attributable to higher production and higher operational costs as a result of appreciation of the Chilean peso against the U.S. dollar.
The cost of copper purchased from third parties increased by 99.8% in the first six months of 2021 to
U.S.$884 million, compared to U.S.$442 million for the same period in 2020. The increase was mainly caused by higher sales volume of third-party copper.
The cost of byproducts and other increased by 16.8% to U.S.$388 million in the first six months of 2021, compared to U.S.$332 million for the same period in 2020, primarily due to higher prices of molybdenum, sulfuric acid, gold and silver.
Depreciation and amortization expenses remained relatively flat at U.S.$1,115 million during the first six months of 2021, compared to U.S.$1,164 million for the same period in 2020.
Gross profit. Gross profit amounted to U.S.$4.1 billion for the first six months of 2021, compared to
U.S.$0.7 billion for the same period in 2020. This 466.7% increase was primarily attributable to the increase in revenues due to higher copper prices and sales volume of copper and molybdenum.
Other income. The largest components of other income, are sales of services to third parties, insurance reimbursements received and gains on sales of assets. Other income decreased 6.9% to U.S.$58.7 million in the first six months of 2021, compared to U.S.$63.1 million for the same period in 2020, mainly attributable to lower miscellaneous sales and other income, and it was partially offset for a one-time benefit from a debt prepayment by the subsidiary Gacrux.
Administrative expenses. Administrative expenses increased to U.S.$221 million (2.2% of total revenues) during the first six months of 2021, compared to U.S.$178 million (3.4% of total revenues) for the same period in
2020. This increase was primarily attributable to the negative effect of the appreciation of the Chilean peso against the U.S. dollar.
45
Other expenses, by function. Other expenses, by function amounted to U.S.$940 million (9.4% of total revenues) during the first six months of 2021, compared to U.S.$593 million (11.3% of total revenues) for the same period in 2020. This increase was primarily attributable to payments made pursuant to the Copper Reserve Law and because of higher copper prices and volume sold.
The following table sets forth the principal components of CODELCOS*s other expenses, by function for the periods indicated:
For the six-month period ended June 30,
2020 2021 (in millions of U.S.$) Copper Reserve Law 412 764 Bonus for the end of collective bargaining and other employee benefits 87 39 Other non-cash charges 8 7 Other expenses 86 130 Total other expenses by function . 593 940
CODELCO recorded other expenses of U.S.$593 million and U.S.$940 million in the first six months of 2020 and 2021, respectively, pursuant to the Copper Reserve Law, which levies a 10% tax on CODELCO*s exports of its own copper and related byproducts. Under the accounting policies adopted by CODELCO, this export tax is accounted for in other expenses, by function. The increase of this tax recorded in the first six months of 2021 compared to the same period in 2020 is primarily attributable to higher revenues from CODELCO’s own copper sales.
Bonuses for the end of collective bargaining and other employee benefits decreased to U.S.$39 million from U.S.$87 million, due to a lower amount of other employee benefits such as healthcare plan expenses and severance payments.
Other expenses (as a sub-category of other expenses as a whole) increased from U.S.$86 million to
U.S.$130 million, mainly due to an increase in indirect fixed costs from U.S.$25.5 million during the first six months of 2020 to U.S.$58.0 million in the first six months of 2021.
Finance costs. Finance costs decreased to U.S.$305 million in the first six months of 2021, compared to
U.S.$338 million for the same period in 2020. This decrease was primarily attributable to higher average debt amount in 2020 than in 2021. The average interest rate was 3.9% as of June 30, 2021. As of June 30, 2021, 94% of our debt had a fixed rate and 6% had a floating rate.
Share of profit(loss) of associates and joint ventures accounted for using equity method. CODELCOS”s net equity participation in related companies increased to a net profit of U.S.$218 million in the six months of 2021, compared to a net loss of U.S.$(13) million for the same period in 2020. This increase was primarily attributable to the increase of copper prices and sales volumes.
Foreign exchange differences. According to Decree Law 1,350, CODELCO maintains its accounting records in U.S. dollars, recording transactions in currencies other than U.S. dollars at the exchange rate current at the date of each transaction and, subsequently, for monetary assets and liabilities denominated in currencies other than the U.S. dollar, at the closing exchange rate determined by the Central Bank of Chile. CODELCO experienced a gain from foreign exchange differences of U.S.$35.4 million in the first six months of 2021, compared to a gain from foreign exchange differences of U.S.$263.2 million in the same period of 2020. The gain recorded in the first six months of 2021 is primarily attributable to the appreciation of the Chilean peso against the U.S. dollar during the six-month period ended June 30, 2021 as compared to December 31, 2020.
46
Profit before income tax. Profit before income tax was U.S.$2,976 million during the first six months of 2021, compared to a loss of U.S.$(33) million for the same period in 2020, primarily attributable to higher gross profit and positive foreign exchange differences.
Income tax expense. During the first six months of 2021, CODELCO had a statutory tax rate of 65.0% in accordance with applicable regulations, comprised of (i) a corporate income tax rate of 25.0% and (ii) a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During 2020, CODELCO was subject to the same statutory tax rate of 65%. CODELCO is also subject to an additional mining tax that is based on its operating income, and, effective as of 2012 fiscal year, is imposed at progressive rates of between 5% and 14%. CODELCOSs statutory rate of the mining tax for 2018, 2019 and 2020 was 5%. CODELCOSs taxes on income amounted to an expense of U.S.$1,880 million during the first six months of 2021 and an expense of
U.S.$13 million during the same period in 2020. The increase in expense from taxes on income was primarily due to the profits before tax generated during the first six months of 2021.
Profit for the period. As a result of the factors described above, CODELCO'”s profit after tax was
U.S.$1,096 million during the first six months of 2021, compared to a loss of U.S.$46 million for the same period in
2020.
Results of Operations for the Three Years Ended December 31, 2020
The following table sets forth CODELCO’s summarized results of operations for the years ended December 31, 2018, 2019 and 2020:
Year ended December 31, % Change 2018 2019 2020 20182019 20192020 (in millions of U.S.$)
Revenue 14,309 12,525 14,173 (12.5)% 13.2% Cost of sale: (11,194) (10,051) (10,565) (10.2) 5.1 Gross profit 3,114 2,473 3,608 (20.6) 45.9 Other income, by 125 361 97 189.0 (73.0) Administrative expenses (465) (409) (397) (12.1) (3.0) Other expenses .. (2,115) (1,748) (1,457) (17.4) (16.7) Finance costs . 2. (463) (479) (742) 3.4 54.9 Share of profit (loss) of associates and joint ventures accounted for under the equity method. 119 13 39 (88.9) 198.7 Foreign exchange differences 178 154 (166) (13.6) (207.5) Profit (loss) for the period before tax 547 408 1,044 (25.5) (156.0) Income tax expense …….. (357) (393) (787) 10.1 100.1 Profit (loss) for the period. 2. 190 15 257 (92.3) (1,668.2) Profit (loss) attributable to owners of parent A 156 7 243 (95.7) (3,561.2) Profit (loss) attributable to non-controlling A 34 8 14 (76.8) (76.0)
Revenue. The following table sets forth CODELCO’s revenues for the years ended December 31, 2018, 2019 and 2020:
Year ended December 31, % Change 2018 2019 2020 20182019 20192020 (in millions of U.S.$)
Revenue $ 14,309 $ 12,525 $14,173 (12.53% 13.2% Sales of CODELCO’s own copper. 11,219 10,402 11,775 (7.3) 13.2% Sales of third-party copper.. 1,901 1,006 1,234 (47.1) 22.7% Sales of byproducts and other 1,189 1,116 1,163 (6.1) 4.2%
In 2020, revenues increased by 13.2% to U.S.$14.2 billion, compared to U.S.$12.5 billion in 2019 and decreased compared to U.S.$14.3 billion in 2018. This increase was primarily attributable to an increase in CODELCO*s average copper price from U.S.$2.61 per pound in 2019 to U.S.$2.87 per pound in 2020 and an
47 increase in the volume of copper sold by 3.8% as a result of higher production levels. Our own copper sales increased by 13.2% mainly due to the copper prices at the end of the year. In 2019, revenue decreased by 12.5% to
U.S.$12.5 billion, compared to U.S.$14.3 billion in 2018. This decrease was primarily attributable to a decrease in CODELCO’s average copper price from U.S.$2.76 per pound in 2018 to U.S.$2.61 per pound in 2019 and a decrease in the volume of copper sold by 7.3% as a result of lower production levels. Our own copper sales decreased by 7.3% mainly due to the decrease in CODELCOS*s average copper price.
Third-party copper sales totaled U.S.$1.2 billion in 2020 compared to U.S.$1.0 billion in 2019, attributable to higher average copper prices and sales volume. In 2019, third-party copper sales totaled U.S.$1.0 billion, compared to U.S.$1.9 billion in 2018 attributable to lower average copper prices and a decline of sales volume.
In general, changes in the volume of third-party copper sales are dependent upon CODELCO”s need to meet requirements under sales contracts and, to a lesser extent, purchasing copper under spot market terms if CODELCOS*s own production is insufficient to cover the quantities that it has agreed to supply its customers.
Sales of byproducts and other increased 4.1% to U.S.$1.2 billion in 2020, compared to U.S.$1.1 billion in 2019, this increase was primarily due to sulfuric acid sales. In 2019, these sales decreased by 6.1% to U.S.$1.1 billion, compared to U.S.$1.2 billion in 2018. This decrease was primarily due to the 6.3% decline in molybdenum sales volume.
Cost of sales. CODELCOSs cost of sales in any period includes both the mining and production costs of its own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the years ended December 31, 2018, 2019 and 2020:
Year ended December 31, % Change 2018 2019 2020 20182019 20192020 (in millions of U.S.$)
Cost of sales $11,194 $ 10,051 $10,565 (10.2)% 5.1% Cost of CODELCO’s own copper. 8,646 8,418 8,618 (2.6) 2.4% Cost of third-party sales. 1,881 996 1,227 (47.0) 23.3% Cost of byproducts and other. 667 637 720 (4.5) 13.0%
CODELCOSs total cost of sales increased by 5.1% to U.S.$10.6 billion in (74.5% of sales) 2020 compared to U.S.$10.1 billion in 2019 mainly due to higher sales volume. In 2019 total cost of sales decreased by 10.2% to
U.S.$10.1 billion (80.3% of sales), compared to U.S.$11.2 billion (78.2% of sales) in 2018, primarily due to lower sales volume, in addition to operational cost reduction efforts and the depreciation of the Chilean peso against the
U.S. dollar, which positively impacted wages and third-party services expenses.
Some of the minerals that CODELCO sells are purchased at market prices, and CODELCO also purchases mineral ore from third parties at market prices which it processes and sells as copper.
CODELCOSs cost of sales of its own copper increase 2.4% to U.S.$8.6 billion in 2020 compared to
U.S.$8.4 billion in 2019 mainly due to higher sales volume. In 2019 cost of sales decreased to U.S.$8.4 billion, compared to U.S.$8.6 billion in 2018. This decrease is primarily attributable to lower sales volume in addition to lower operational costs as the result of cost reduction efforts and the depreciation of the Chilean peso against the
U.S. dollar, which decreased wage and third-party services expenses.
In 2020, the cost of copper purchased from third parties increased by 23.3% to U.S.$1.2 billion compared to U.S.$996 million in 2019, due to higher volume of third-party copper and average copper price. In 2019, the cost of copper purchased from third parties decreased by 47.0% to U.S.$996 million, compared to U.S.$1.9 billion in
2018. The decrease was caused by lower sales volume of third-party copper and by a decrease in the average price of copper.
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In 2020, cost of byproducts and other increased 13.0% to U.S.$720 million mainly because of higher sales volume of byproducts. In 2019, cost of byproducts and other decreased by 4.5% to U.S.$637 million, compared to
U.S.$667 million in 2018, primarily due to lower sales volume of molybdenum, sulfuric acid, gold and silver.
In 2020, depreciation and amortization expenses increased by 10.6% to U.S.$2.5 billion because of higher production volume. Depreciation and amortization expenses increased by 1.8% to U.S.$2.2 billion in 2019, a slight increase compared to 2018.
Gross profit. In 2020, gross profit amounted to U.S.$3.6 billion, which is a 45.9% increase compared to gross profit in 2019. Higher revenues were the main driver of this growth. In 2019, gross profit amounted to
U.S.$2.5 billion, compared to U.S.$3.1 billion in 2018. The 20.6% decrease was primarily attributable to the decrease in revenues, mainly due to lower average price received for CODELCO’s product mix and lower sales volume of copper and molybdenum, partially offset by the decrease in the cost of sales mainly due to lower sales volumes and cost reduction efforts.
Other income, by function. The largest components of other income, by function, are sales of services to third parties, insurance reimbursements received and gains on sales of assets. In 2020, other income, by function decreased by 73.0% to U.S.$97 million compared to U.S.$361 million in 2019, primarily attributable to the sale of CODELCO*”s 37% equity stake in GNL Mejillones S.A. in 2019, which did not repeat in 2020. In 2019, other income, by function increased 189.0% to U.S.$361 million in 2019, compared to U.S.$125 million in 2018, primarily attributable to the sale of GNL Mejillones and other miscellaneous sales of assets. See note 9a to the Consolidated Financial Statements.
Administrative expenses. In 2020, Administrative expenses decreased to U.S.$397 million (2.8% of total revenues) compared to U.S.$409 million (3.3% of total revenues) in 2019. This decrease was primarily attributable to the positive effect of the depreciation of the Chilean peso against the U.S. dollar. Administrative expenses decreased to U.S.$409 million (3.3% of total revenues) in 2019, compared to U.S.$465 million (3.3% of total revenues) in 2018. This decrease was primarily attributable to the positive effect of the depreciation of the Chilean peso against the U.S. dollar.
Other expenses. In 2020, other expenses amounted to U.S.$1.5 billion (10.3% of revenues) compared to
U.S.$1.7 billion (14% of total revenues) in 2019. This decrease was mainly attributable to a decline of other expenses (as a sub-category of other expenses as a whole) from U.S.$519 million to U.S.$173 million, mainly due to a decrease in indirect fixed costs from U.S.$314 million in 2019 to U.S.$56 million in 2020. Other expenses amounted to U.S.$1.7 billion (14.0% of total revenues) in 2019, compared to U.S.$2.1 billion (14.8% of total revenues) in 2018. This decrease was primarily attributable to a decline of the amount of special export tax payments due to a lower average copper price, a decrease of bonuses paid related to collective bargaining processes and the absence of non-cash charges related to a U.S.$138.1 million write-off in connection with an underground mining innovation project in 2018, partially offset by the increase in indirect fixed costs.
The following table sets forth the principal components of CODELCO*s other expenses for the periods indicated:
Year ended December 31,
2018 2019 2020 (in millions of U.S.$)
Copper Reserve LaW .occocinninnonnnnocincncnncnnrnorincnrnocinronros $ (1,108) $ (936) (1,048) Bonus for the end of collective bargaining and Employee BenefitS ..oooonnincinninnnnnnncncncnrecencinnees (269) (250) (172) Asset impairments (199) – 24 Other non-cash charges . (17) (42) 40 Other expenses. (322) (519) (173)
$ (2,115) S (1,748) (1,457)
CODELCO recorded other expenses of U.S.$1.0 billion, U.S.$0.9 billion and U.S.$1.1 billion in 2020, 2019, and 2018, respectively, pursuant to the Copper Reserve Law, which levies a 10% tax on receivables of the
49 sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related byproducts produced by CODELCO. The increase of this tax recorded in 2020 compared to 2019 is primarily attributable to higher volume sold and higher copper prices.
In 2020, bonuses for the end of collective bargaining and other employee benefits decreased to U.S.$172 million from U.S.$250 million in 2019, due to a smaller number of employees benefitting from collective bargaining negotiations in 2020. Other expenses decreased to U.S.$173 million in 2020 from U.S.$519 million in 2019 due to a decrease in indirect fixed costs. In 2018, CODELCO recorded a U.S.$199 million impairment loss of certain items of property, plant and equipment related to the Ventanas Division due a decline in, and deterioration in the outlook for, treatment and refining charges.
Finance costs. In 2020, finance costs increased to U.S.$742 million, compared to U.S.$479 million in 2019.
This increase was primarily attributable to interest expenses of bonds. Finance costs in 2019 increased to U.S.$479 million, compared to U.S.$463 million in 2018. This increase was primarily attributable to costs incurred in connection with the consummation of the tender offer in September 2019. CODELCO*s debt level was U.S$18 billion as of December 31, 2020, U.S.$17.3 billion as of December 31, 2019 and U.S.$15.3 billion as of December
31, 2018. CODELCOS*s average interest rate was 3.9 as of December 31, 2020, 4.21% as of December 31, 2019 and
4.34% as of December 31, 2018. As of December 31, 2020, 91% of our debt had fixed rate and 9% a floating rate.
As of December 31, 2019, 86% of our debt had a fixed rate and 14% had a floating rate. As of December 31, 2018, 88% of CODELCOSs debt had a fixed rate and 12% had a floating rate. See Selected Consolidated Financial Data for information regarding debt during the years ended December 31, 2018, 2019 and 2020.
Share of profit(loss) of associates and joint ventures accounted for using equity method. In 2020, CODELCOSs net equity participation in related companies increased to a net profit of U.S.$39 million, compared to a net profit of U.S.$13 million in 2019. This decrease was primarily attributable to an increase in the average copper price which positively impacted the El Abra deposit and Anglo American Sur’s profitability. CODELCO’s net equity participation in related companies decreased to a net profit of U.S.$13 million in 2019, compared to a net profit of U.S.$119 million in 2018. This decrease was primarily attributable to the decrease in the average copper price which negatively impacted the El Abra deposit and Anglo American Surs profitability, as well as production losses due to weather disruptions in the northern area of Chile. See note 9 to the Consolidated Financial Statements.
Profit (loss) before tax. In 2020, profit before tax increased to U.S.$1.0 billion, compared to U.S.$408 million in 2019. This increase was primarily attributable to higher average copper price and sales volume in 2020. In 2019, profit before tax decreased to U.S.$408 million, compared to U.S.$547 million in 2018. This decrease was primarily attributable to the decrease in the average copper price and lower sales volume.
Income tax expense. In 2020, CODELCO had a statutory tax rate of 65.0% in accordance with applicable regulations, comprised of (i) a corporate income tax rate of 25.0% (a 17% historic corporate tax rate applied to income earned in and prior to 2011 but changed by means of the 2014 tax reform) and (ii) a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During 2019 and 2018, CODELCO was subject to the same statutory tax rate of 65%. CODELCO is also subject to an additional mining tax that is based on its operating income, and, effective as of fiscal year 2012, is imposed at progressive rates of between 5% and 14%. CODELCOSs statutory rate of the mining tax for 2020, 2019 and 2018 was 5%. CODELCO”s taxes on income amounted to an expense of U.S.$787 million in 2020, compared to an expense of U.S.$393 million in 2019 and U.S.$357 million in 2018, primarily as a result of an increase in CODELCOSs pre-tax profit in 2020 which mirrored, to a certain extent, the increase in taxable income. For more information regarding this payment, see note 5 to the Consolidated Financial Statements and Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile-CODELCO is subject to special taxes.
Profit for the period. As a result of the factors described above, CODELCO recorded a profit after tax of
U.S.$257 million in 2020, U.S.$15 million in 2019 and U.S.$190 million in 2018.
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Liquidity and Capital Resources
CODELCOSs primary sources of liquidity are funds from (i) operations, (ii) domestic and international borrowings from banks and (iii) debt offerings in the domestic and international capital markets. CODELCO is generally required to transfer its profit to the Chilean Treasury. The calculation of profit and other comprehensive income includes certain non-cash generating charges or benefits. Significant non-cash generating charges or benefits are deferred tax expensebenefit and amortization and depreciation recorded against other comprehensive income andor profit and loss. For the six-month period ended June 30, 2021, non-cash charges were U.S.$1 million in amortization and U.S.$1,114 million in depreciation. Non-cash deferred tax charges of U.S.$910 million were recorded for the six-month period ended June 30, 2021. Specifically with respect to deferred taxes, non-cash charges or benefits are generated by recording the fluctuation of the deferred tax assets and liabilities, which may be recorded against other comprehensive income in equity or through profit and loss. Amortization and depreciation are recorded directly in profit and loss.
In June 2014, the Ministries of Finance and Mining approved the capitalization of U.S.$200 million through a retention of CODELCOSs profits from 2013. In October 2014, the multi-year capitalization law approved by the Chilean Congress was promulgated and became effective following its publication in the Official Gazette.
This law allocates a maximum of U.S.$3 billion to CODELCO in the form of a capital injection by the Chilean Treasury over the period from 2014 to 2018. Pursuant to this law, CODELCO must present a yearly progress report on the BDP for the 2014-2018 period to the Ministries of Finance and Mining and to the Finance Committee of both the Upper House and the Lower House of Congress by March 30 of each year. The BDP report details the progress of CODELCO”s investments, including information about their financing and execution, covering each of the structural projects and their corresponding investments. The BDP report also discusses CODELCOs progress with respect to production, costs and results. On the same date that the multi-year capitalization law was promulgated, the President of Chile announced a commitment to authorize the retention by CODELCO of up to an additional U.S.$1 billion of profit (which includes the U.S.$200 million that had been authorized in June 2014) over the 2014-2018 period.
In accordance with this commitment, in June 2015, the Ministries of Finance and Mining approved the capitalization of U.S.$225 million of 2014 profit, but charged to 2015 profits. However, due to CODELCO*s operating losses in 2015, this capitalization has not been implemented. Nonetheless, pursuant to the multi-year capitalization law, the Government of Chile authorized a capital injection of U.S.$600 million (out of the maximum
U.S.$3 billion for the 2014-2018 period), which was received in U.S. dollars in December 2015. In December 2016, the Ministries of Finance authorized the capitalization of U.S.$975 million, U.S.$500 million of which related to a capital injection to finance CODELCO’s investment plan and was received in December 2016. The remaining
U.S.$475 million was authorized pursuant to a new law (Law 20,989), effective as of January 2017, which provided for additional capitalization of a maximum of U.S.$950 million for both 2016 and 2017 (up to U.S.$475 million for each year) in the event CODELCO does not have the required pre-tax profits to cover the 10% special export tax under the Copper Reserve Law. In April 2017, CODELCO received the U.S.$475 million capital injection in U.S.
dollars for 2016.
Law 20,989 also extended the U.S.$3 billion capitalization commitment for the 2014-2018 period to 2019.
While CODELCO did not expect additional capital injections in connection with Law 20,989 during 2017, in November 2017, the Government of Chile authorized a capital injection of U.S.$520 million (out of the maximum
U.S.$3 billion for the newly extended 2014-2019 period), which was received in U.S. dollars in December 2017. In June 2018, the Government of Chile announced a final capital injection of U.S.$1 billion to complete the multi-year capitalization law approved in October 2014. Moreover, in October 2018, the Government of Chile authorized the disbursement of such amount in two installments completed on December 31, 2018 for U.S.$600 million and on February 28, 2019 for the remaining U.S.$400 million.
Since 2014, the Government of Chile has authorized the capitalization by capital injection and retention of profit within CODELCO in an aggregate amount of U.S.$3.5 billion, U.S.$225 million of which could not be implemented. See Risk Factors-Risks Relating to CODELCO’s Relationship with the Government of Chile- CODELCOSs funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
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Cash flows. In 2020, net cash flows from operating activities increased by 55.4% to U.S.$3.8 billion from
U.S.$2.4 billion in 2019. This increase in net cash flows from operating activities resulted primarily due to the increase in cash received from the sales of goods because of an improvement in CODELCO’s average product portfolio prices and sales volumes. In 2019, net cash flows from operating activities decreased by 38.3% to U.S.$2.4 billion from U.S.$3.9 billion in 2018. During the first six months of 2021, net cash flows from operating activities totaled U.S.$3.5 billion, which was 150.2% more than in the same period in 2020. Lower payments to suppliers and employees in the period due to more favorable input prices and local currency depreciation were offset by higher tax payments (since March 2020, CODELCO has been paying the Copper Reserve Law tax on a monthly basis, while in 2019 it was paid in the fourth quarter). See note 22 to the Unaudited Interim Consolidated Financial Statements and note 28 to the 2019-2020 Consolidated Financial Statements.
Bank debt. CODELCOS*s total financial debt (defined as loans from financial institutions plus bonds issued) as a percentage of its total capitalization was 57.4% as of December 31, 2018, 59.7% as of December 31, 2019 and
60.9% as of December 31, 2020 and 59.7% as of June 30, 2021. CODELCOSs total outstanding financial debt as of December 31, 2018, 2019 and 2020 and as of June 30, 2021 was U.S.$15.3 billion, U.S.$17.3 billion, U.S.$18.1 billion and U.S.$17.5 billion, respectively.
In May 2012, CODELCO entered into a two-tranche U.S. dollar unsecured bilateral loan, each tranche with a commitment fee of 15.0 basis points per annum with a maturity date of (i) ten years for the Japan Bank for International Cooperation loan and (ii) seven years for The Bank of Tokyo-Mitsubishi UFJ, Ltd., to be disbursed by the lenders on a pro rata basis, for the development, construction and operation of a metals processing plant to be constructed in Mejillones and the export of certain metals to Japanese customers pursuant to long-term offtake agreements. The terms of the loans are described below:
Availability Credit Amount Interest Rate Period
Japan Bank for International Cooperation. U.S.$224.0 million LIBOR plus 45.0 basis points 36 months The Bank of Tokyo-Mitsubishi UFJ, Ltd.. U.S.$96.0 million LIBOR plus 55.0 basis points 36 months
As of June 30, 2021, U.S.$32 million was outstanding under the loan described above with Japan Bank for International Cooperation, and we had repaid in full the loan described above with The Bank of Tokyo Mitsubishi UFJ, Ltd. As of June 30, 2021, CODELCO had amortized U.S.$192 million of the loan with the Japan Bank for International Cooperation.
Between October and November 2016, CODELCO rolled over loans with The Bank of Tokyo-Mitsubishi UFJ, Ltd. for U.S.$250 million and Export Development Canada for U.S.$300 million, increasing the original principal by an additional U.S.$50 million. The loans mature in five years and the terms are described below:
Credit Amount Interest Rate The Bank of Tokyo-Mitsubishi UFJ, Ltd………. U.S.$250.0 million LIBOR plus 75.0 basis points Export Development Cadada..oocoiicinnnnnnnnnnnnononos U.S.$300.0 million LIBOR plus 62.0 basis points
The Bank of Tokyo-Mitsubishi UFJ, Ltd. Loan was fully prepaid in January 2020 and the Export Development Canada Loan was fully prepaid in August 2020.
In April 2017, CODELCO entered into a short-term U.S. dollar unsecured bilateral bank loan with Scotiabank €: Trust (Cayman) Ltd. and used the proceeds to prepay a loan from Bank of America N.A. for U.S.$300 million in full. In May 2017, CODELCO exchanged the short-term loan with Scotiabank €: Trust (Cayman) Ltd. for a five-year U.S. dollar unsecured bilateral bank loan. In July 2017, CODELCO rolled over a loan with Export Development Canada for U.S.$300 million. The new loans mature in five years and the terms and interest rates are described below:
Credit Amount Interest Rate Scotiabank 82 Trust (Cayman), Ltd. U.S.$300.0 million LIBOR plus 65.0 basis points Export Development Canada U.S.$300.0 million LIBOR plus 62.0 basis points
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As of June 30, 2021, the loan described above with Scotiabank 8: Trust (Cayman), Ltd. and the loan described above with Export Development Canada were fully prepaid in December 2020.
In October 2018, CODELCO rolled over a loan with Export Development Canada for U.S.$300 million.
The loan matures in 2028 and the terms are described below:
Credit Amount Interest Rate Date Loan Drawn Export Development Canada…….. U.S.$300.0 million LIBOR plus 121.5 basis points October 2018
As of June 30, 2021, U.S$299 million was outstanding under the loan described above with Export Development Canada.
In December 2018, CODELCO entered into a one-year revolving credit facility with Scotiabank Chile for
U.S.$300 million and drew down the full amount. The revolving credit facility may be renewed on a yearly basis and matures in 2023. The terms are described below:
Credit Amount Interest Rate Date Loan Drawn Scotiabank Chil€ ……oonnonicinnnnnnno.. U.S.$300.0 million LIBOR plus 72.5 basis points December 2018
As of June 30, 2021 the loan described above with Scotiabank Chile was fully prepaid in December 2020.
Between March and June 2019, CODELCO entered into six up to one-year advances on export exchange contracts (ACC). The loans mature between March and May 2020 and the terms are described below:
Credit Amount Interest Rate Date Loan Drawn Scotiabank Chile. ….o.oonniinnninnnnn… U.S.$100.0 million LIBOR plus 35.0 basis points March 2019 Scotiabank Chile … U’.S.$65.0 million LIBOR plus 35.0 basis points March 2019 Santander Chile.. U.S.$100.0 million LIBOR plus 30.0 basis points April 2019 Itaú Chile .. U.S.$30.0 million LIBOR plus 63.0 basis points June 2019
Banco de Crédito e Inversiones … U.S.$50.0 million LIBOR plus 39.5 basis points June 2019 Banco Chil8 ..ooocnninicininnnnncnnnnncnóns U.S.$120.0 million LIBOR plus 66.0 basis points June 2019
As of June 30, 2021, none of the loans mentioned above were outstanding. The Scotiabank Chile and Santander Chile loans described above were repaid in full at their respective maturity dates, while the loans described above with Banco Chile, Banco de Crédito e Inversiones and Itaú Chile were prepaid in full in December
2019.
Between June and December 2019, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 50.0 basis points and matures in 2029.
CODELCO also entered into a seven-year U.S. dollar unsecured bilateral credit facility with the Banco Latinoamericano de Comercio Exterior. The terms are described below:
Credit Amount Interest Rate Date Loan Drawn LIBOR plus 121.5 basis Export Development Canada ……… U.S.$300.0 million points July 2019 Banco Latinoamericano de Comercio ExteriOT….ocionnmnmm.. U.S.$75.0 million LIBOR plus 62.0 basis points December 2019
As of June 30, 2021, U.S.$297 million was outstanding under the loan described above with Export Development Canada and U.S.$75 million was outstanding under the loan described above with Banco Latinoamericano de Comercio Exterior.
In April 2020, CODELCO entered into a three-year bilateral credit facility with The Bank of Nova Scotia for U.S.$165 million, with a commitment fee of 30.0 basis points. The terms are described below:
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Credit Amount Interest Rate Date Loan Drawn The Bank of Nova Scotia ……… U.S.$165.0 million LIBOR plus 275.0 basis points April 2020
This facility was fully prepaid in August 2020.
In May 2020, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 32.0 basis points and matures in 2027. CODELCO also entered into a three-year U.S. dollar unsecured bilateral credit facility with BNP Paribas, with an advisory fee of U.S.$250,000.00 and a commitment fee of 5.0 basis points. The terms are described below:
Credit Amount Interest Rate Date Loan Drawn LIBOR plus 115.0 basis Export Development Canada ……… U.S.$300.0 million points May 2020 LIBOR plus 135.0 basis BNP ParibAS. .occcccncninnnnnnnononnnnnncnons U.S.$100.0 million points May 2020
As of June 30, 2021, U.S$300 million was outstanding under the loan described above with Export Development Canada while the BNP Paribas Loan was fully prepaid in August 2020.
Other Debt. In July 2017, CODELCO launched a cash tender offer of any and all of its 7.500% notes due
2019, 3.750% notes due 2020 and 3.875% notes due 2021 and a waterfall cash tender offer for its 3.00% notes due
2022, 4.500% notes due 2023 and 4.500% notes due 2025, which was financed with the proceeds from a concurrent offering of U.S.$1.5 billion aggregate principal amount of its 3.625% notes due 2027 and U.S.$1.25 billion aggregate principal amount of 4.500% notes due 2047. Moreover, in January 2019, CODELCO launched a second cash tender offer for its 3.750% notes due 2020, 3.875% notes due 2021 and 3.00% notes due 2022 and a waterfall cash tender offer for its 4.500% notes due 2023 and 4.500% notes due 2025, which was financed with the proceeds from a concurrent offering of U.S.$1.3 billion aggregate principal amount of its 4.375% notes due 2049. Moreover, in September 2019, CODELCO launched a third cash tender offer for its 3.750% notes due 2020 and 3.875% notes due 2021 and a waterfall cash tender offer for its 3.00% notes due 2022 and 4.500% notes due 2023, which was financed with the proceeds from a concurrent offering of U.S.$1.1 billion aggregate principal amount of its 3.000% notes due 2029 and U.S.$0.9 billion aggregate principal amount of 3.700% notes due 2050. Moreover, in December 2020, CODELCO launched a fourth cash tender offer for its 3.875% notes due 2021, 3.00% notes due 2022 and
4.500% notes due 2023 and a waterfall cash tender offer for its 4.500% notes due 2025 and its 3.625% notes due 2027, which was partially financed with the proceeds from a concurrent offering of U.S.$0.5 billion aggregate principal amount of its 3.15% notes due 2051. On January 14, 2020, CODELCO issued notes in an aggregate principal amount of U.S.$2.0 billion, consisting of a U.S.$1.0 billion international debt offering of 3.150% notes due 2030 and a U.S.$1.0 billion international debt offering of 3.700% notes due 2050. The notes due 2050 form part of the same series of CODELCO’s outstanding U.S.$900 million 3.700% notes due 2050 issued on September 30, 2019, resulting in a total aggregate principal amount outstanding of U.S.$1.9 billion in this series. On May 6, 2020, CODELCO issued notes in an aggregate principal amount of U.S.$800 million consisting of its 3.150% notes due
2031. On May 8, 2020, CODELCO issued notes in an aggregate principal amount of U.S.$131 million, consisting of its 4.500% notes due 2023 issued on August 13, 2013. These notes form part of the same series of CODELCO’s outstanding U.S.$335 million 4.500% notes due 2023 issued on August 13, 2013, resulting in a total aggregate principal amount outstanding of U.S.$466 million in this series.
The following table shows amounts due by CODELCO under notes issued in both international and local markets as of June 30, 2021:
Outstanding Principal Amount and Principal Accrued Interest Interest Type of Issuance Maturity Amount as of June 30, 2021 Rate International November 4, 2021 U.S.$1.15 billion U.S.$214 million 3.88% International July 17, 2022 U.S.$1.25 billion U.S.$333 million 3.00%
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International August 13, 2023 U.S.$750 million U.S.$394 million 4.50%
International July 9, 2024 €600 million U.S.$722 million 2.25% International September 16, 2025 U.S.$2.00 billion U.S.$673 billion 4.50% Local April 1, 2025 6.9 million UF U.S.$291 million 4.00% Local August 24, 2026 10 million UF U.S.$425 million 2.50% International August 1, 2027 U.S.$1.50 billion U.S.$1.25 billion 3.63% International August 23, 2029 U.S.$130 million U.S.$130 million 2.87% International September 30, 2029 U.S.$1.10 billion U.S.$1.1 billion 3.00% International January 14, 2030 U.S.$1.00 billion U.S.$1.00 billion 3.15% International January 15, 2031 U.S.$800 million U.S.$811million 3.75% International November 7, 2034 HKD500 million U.S.$65 million 2.84% International September 21, 2035 U.S.$500 million U.S.$500 million 5.63% International October 24, 2036 U.S.$500 million U.S.$502 million 6.15% International July 22, 2039 AUD?7O million U.S.$54 million 3.58% International July 17, 2042 U.S.$750 million U.S.$748 million 4.25% International October 18, 2043 U.S.$950 million U.S.$945 million 5.63% International November 4, 2044 U.S.$980 million U.S.$996 million 4.88% International August 1, 2047 U.S.$1.25 billion U.S.$1.23 billion 4.50% International May 18, 2048 U.S.$600 million U.S.$598 million 4.85% International February 5, 2049 U.S.$1.30 billion U.S.$1.21 billion 4.38% International January 30, 2050 U.S.$1.90 billion U.S.$1.87 billion 3.70% International January 15, 2050 U.S.$500 million U.S.$455 million 3.15%
The following table sets forth the scheduled maturities of CODELCO’s bank and unsecured note obligations as of June 30, 2021:
Bank and Unsecured Note Obligations Outstanding (in millions of U.S.$)
Average More Annual Less than than Interest Total 1 year 1-2 years 2-3 years 3-5 years 5years Rate Loans from financial LIBOR+1.3 institutions . 1,003 32 0 0 0 971 4%
16,486 214 333 393 1,689 13,858 4.08%
Bonds issued ..
Total…
17,489 245 333 393 1,689 14,829
In addition to the obligations set forth in the table above, CODELCO was a party to certain commitments primarily to secure the payment of (i) deferred customs duties and (ii) staff severance indemnities payable upon the retirement of individual employees, amounting to U.S.$34 million and U.S.$650 million, respectively, as of December 31, 2020 and to U.S.$28 million and U.S.$633 million, respectively, as of June 30, 2021. See notes 16 and 17 to the Consolidated Financial Statements and to the Unaudited Interim Consolidated Financial Statements. In addition, as of June 30, 2021, CODELCO believes that its net deferred taxes will reverse as follows: deferred tax expense in the amount of U.S.$363 million in 2021, U.S.$254 million in 2022 and U.S.$6.9 billion after 2027 and deferred tax benefit in the amount of U.S.$(194) million in 2023, U.S.$(244) million in 2024, U.S.$(237) million in 2025 and U.S.$(510) million in 2026. CODELCO currently has no hedges related to its production of copper through 2019. See Business and Properties-Marketing-Pricing and Hedging and Risk Factors-Risks Relating to CODELCO*s Operations-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.
CODELCO entered into an agreement with Mitsui on October 12, 2011, pursuant to which Mitsui made available to Inversiones Mineras Acrux SpA (Acrux) a short-term bridge financing facility of up to
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U.S.$6.75 billion, guaranteed by CODELCO and subsidiaries of Acrux, as a possible means to fund the exercise of the Sur Option (as defined in Business and Properties-Copper Production-Associations, Joint Ventures and Partnerships). CODELCO also entered into a separate agreement with Mitsui that provided CODELCO with the option to repay a portion of the bridge loan from Mitsui through a put option for an indirect 50% stake in the Anglo American Sur interest acquired, assuming a pre-determined value of U.S.$9.76 billion for the 49% interest in Anglo American Sur. The balance of the bridge loan would convert into a non-recourse five-year term loan between Acrux and Mitsui, which would not be guaranteed by CODELCO, and would be repayable only from cash distributions on the Anglo American Sur shares held by Acrux. In addition, CODELCO and Mitsui entered into a 10-year sale and purchase agreement for the equivalent of 30,000 tons of fine copper per year subject to market-based pricing terms.
On August 23, 2012, the parties amended and restated the loan agreement described above (the A8R Mitsui Bridge Loan Facility) pursuant to which Oriente Copper Netherlands B.V. (Oriente Copper), an affiliate of Mitsui, agreed to make available to a wholly-owned subsidiary of CODELCO a bridge loan denominated in U.S.
dollars. On August 24, 2012, the subsidiary of CODELCO drew down an amount equal to U.S.$1,867 million to finance the acquisition by Inversiones Mineras Becrux SpA (Becrux) of equity interests of Anglo American Sur as described below under Business and Properties- Copper Production-Associations, Joint Ventures and Partnerships-Anglo American Sur and to pay certain taxes, costs and expenses relating to the financing. On October 31, 2012, CODELCO and Oriente Copper entered into an agreement to refinance the U.S.$1,867 million bridge loan with a U.S.$875 million non-recourse term loan with a 3.25% fixed interest rate and a 20-year amortization (the Mitsui Term Loan) that is secured by a pledge of the equity interests in Acrux held by such subsidiary of CODELCO. As part of this refinancing, CODELCO sold to Oriente Copper the equivalent of a 4.5% stake of Anglo American Sur for U.S.$998 million and used the proceeds of this sale to prepay a portion of the bridge loan. On November 26, 2016, CODELCO signed a credit agreement with Oriente Copper renegotiating the payment of principal at the end of the contract. The terms established an annual interest rate of LIBOR +2.5% with a five-year maturity to be payable in one installment at maturity with semi-annual interest payments. On May 26, 2017, CODELCO signed a new credit agreement with Oriente Copper renegotiating the following semi-annual payment, which was on the same terms as the first renegotiation done in November 2016. In May 2021 the Mitsui Term Loan was fully prepaid.
e Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. Following the completion of a number of significant projects in recent years, such as the development of CODELCOs new Mina Ministro Hales, the development of sulfide ores at the Radomiro Tomic mine, the expansion at the Andina mine and the development of the Pilar Norte area at the El Teniente mine, CODELCO intends to continue its development program. Accordingly, the Company expects to make capital expenditures of approximately U.S.$12.2 billion between 2021 and 2023, transforming its main mining operations with a view towards the long-term development of its resources. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations.
CODELCOSs expansion and development of major projects between 2021 and 2023 are expected to include:
O The gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation, which we expect will enable Chuquicamata to maintain its annual copper production at its current level starting in 2019 (an approximate investment of U.S.$1.2 billion between 2021 and 2023).
Environmental approvals were obtained in September 2010. On March 25, 2020 and on June 20, 2020, CODELCO announced the temporary suspension of construction of this project as a measure to prevent the spread of COVID-19 among employees and contractors. In August 2020, work on the project gradually resumed. In March 2021, the projects design incorporated additional fortification work to be completed during 2021. Consequently, after adjusting for this additional work as of June 30, 2021, the project was approximately 97.1% complete.
O The reallocation of the Andina plant, which involves maintaining the treatment capacity of the concentrator plant in the long-term (an approximate investment of U.S.$129 million between 2021 and
2023). In March 2020, CODELCO announced the temporary suspension of this project as a measure to prevent the spread of COVID-19 among employees and contractors. The project is currently conducting facility testing and trial operations, and as of June 30, 2021, the project was approximately 97.1% complete. Operations are expected to begin in 2022.
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O The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.0 billion between 2021 and 2023) to maintain El Tenientes annual copper production at its current level. Environmental approvals were obtained in March 2011. However, based on geomechanical challenges that need to be addressed, an alternative development plan was approved in January 2018, which will still permit us to maintain our original production goal. The new mining level is expected to be completed in 2023. As of June 30, 2021, the project was approximately
68.5% complete.
O The development of the Inca Pit project is designed to extend the life of the current underground mine operation in the Salvador Division and enable it to maintain its annual production at its current level starting in 2021 and the analysis for a future expansion, which requires an approximate investment of
U.S.$1.2 billion between 2021 and 2023. As of June 30, 2021, the project was approximately 13.6% complete.
CODELCO has already begun investing in the aforementioned projects. In 2020, CODELCO invested
U.S.$2,1 billion principally in expansion and development projects, including the new El Teniente mine level, the Chuquicamata underground mine expansion and, the reallocation of the Andina mine-plant pursuant to the Andina expansion project, as well as in the upgrade of CODELCO*s smelters to comply with the new emission standards.
CODELCO invested U.S.$3.7 billion and U.S.$3.6 billion in 2019 and 2018 respectively. For an additional description of CODELCO’s principal planned capital expenditures, see Business and Properties-Copper Production-Operations.
CODELCO expects that it will have sufficient resources from operations, including cash flows, capitalization and retention of profits, in addition to new borrowings from banks and the capital markets to fund its anticipated capital expenditures and investments.
As described under Regulatory Framework-Overview of the Regulatory Regime below, the Ministries of Finance and Mining are required to determine, by means of a joint decree, the amount, if any, that the Company shall allocate to the creation of capitalization and reserve funds. In June 2014, the Ministries of Finance and Mining approved the capitalization of U.S.$200 million through a retention of profits from 2013 profits. In October 2014, the multi-year capitalization law approved by the Chilean Congress was promulgated and became effective following its publication in the Official Gazette on October 30, 2014. This law allocates a maximum of U.S.$3 billion to CODELCO in the form of a capital injection by the Chilean Treasury over the period from 2014 to 2018.
Pursuant to this law, CODELCO must present a yearly progress report on the BDP for the 2014-2018 period to the Ministries of Finance and Mining and to the Finance Committee of both the Upper House and the Lower House of Congress by March 30 of each year. The BDP report details the progress of CODELCO’s investments, including information regarding their financing and execution, covering each of the structural projects and their corresponding investments. The BDP report also discusses CODELCO*s progress with respect to production, costs and results. On the same date that the multi-year capitalization law was promulgated, the President of Chile announced a commitment to authorize the retention by CODELCO of up to an additional U.S.$1 billion of profit (which includes the U.S.$200 million that had been authorized in June 2014) over the 2014-2018 period.
In accordance with this commitment, in June 2015, the Ministries of Finance and Mining approved the capitalization of U.S.$225 million of 2014 profit, but charged to 2015 profits. However, due to CODELCO*s operating losses in 2015, this capitalization has not been implemented. Nonetheless, pursuant to the multi-year capitalization law, the Government of Chile authorized a capital injection of U.S.$600 million (out of the maximum
U.S.$3 billion for the 2014-2018 period), which was received in U.S. dollars in December 2015. In December 2016, the Ministries of Finance authorized the capitalization of U.S.$975 million, U.S.$500 million of which related to a capital injection to finance CODELCO’s investment plan and was received in December 2016. The remaining
U.S.$475 million was authorized pursuant to a new law (Law 20,989), effective as of January 2017, which provided for additional capitalization of a maximum of U.S.$950 million for both 2016 and 2017 (up to U.S.$475 million for each year) in the event CODELCO does not have the required pre-tax profits to cover the 10% special export tax under the Copper Reserve Law. In April 2017, CODELCO received the U.S.$475 million capital injection in U.S.
dollars for 2016. Law 20,989 also extended the U.S.$3 billion capitalization commitment for the 2014-2018 period to 2019. While CODELCO did not expect additional capital injections in connection with Law 20,989 during 2017, in November 2017, the Government of Chile authorized a capital injection of U.S.$520 million (out of the maximum
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U.S.$3 billion for the newly extended 2014-2019 period), which was received in U.S. dollars in December 2017. In June 2018, the Government of Chile announced a final capital injection of U.S.$1 billion to complete the multi-year capitalization law approved in October 2014. Moreover, in October 2018, the Government of Chile authorized the disbursement of such amount in two installments completed on December 31, 2018 for U.S.$600 million and on February 28, 2019 for the remaining U.S.$400 million.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Risk Factors-Risks Relating to CODELCO”s Relationship with the Government of Chile -CODELCOSs funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
Since 2014, the Government of Chile has authorized the capitalization and retention of U.S.$2.5 billion within CODELCO, U.S.$225 million of which has not been implemented.
Cash flows from operating activities may be affected by a variety of factors, including copper price levels.
In the event that CODELCO is unable to sell assets or obtain external financing with respect to such capital investments, it may be required to further curtail such expenditures.
Environmental. An important part of CODELCOS*s investment policy is its pollution abatement plan, which includes several environmental projects undertaken to comply with Chilean law and to achieve its own environmental performance goals. See Regulatory Framework-Environmental Regulations.
CODELCO invested U.S.$3.6 billion in environmental projects from 2012 to 2019 and plans to continue implementing its pollution abatement plan through additional capital investments of approximately U.S.$1.0 billion in 2021 through 2022. In 2020, CODELCO invested U.S.$274 million in environmental projects, including new phases of the planned enlargements of the Talabre, Ovejería and Carén tailings dams in the Chuquicamata, Andina and El Teniente Divisions and various projects in the Chuquicamata, Ventanas, Salvador and El Teniente Divisions in order to comply with the new regulation on atmospheric emissions from the smelters. This figure includes the investment made in the Gabriela Mistral Division. CODELCO’s planned investment of approximately U.S.$490 million in 2021 includes the continuation of the enlargement of the Carén, Ovejería and Talabre tailings dams in the El Teniente, Andina and Chuquicamata Divisions and various projects in the Chuquicamata, Salvador and El Teniente smelters for the abatement of atmospheric emissions, among others. In 2021, planned investments include the continuation of the projects for the abatement of atmospheric emissions in the Chuquicamata smelter and the continued enlargement of the tailing dams, among others. Further, a new air emission standard for smelters was enacted by the Ministry of the Environment in December 2013. CODELCOS”s cost of complying with this standard was U.S.$2.2 billion, which was incurred over a period of approximately five years and which started in 2013.
The following table sets forth CODELCOSs principal environmental investments in the years 2018-2020:
Environmental Investments (in millions of U.S.$) 2018 2019 2020 Total
861.0 832.9 273.7 1,967.6
Total.
Distributions to the Chilean Treasury. As a state-owned enterprise and according to its governing law, CODELCOSs profit is due to be transferred to the Chilean Treasury. Before June 30 of each year, the Ministries of Finance and Mining determine, by means of a joint decree, the amount, if any, that the Company must allocate to the creation of capitalization and reserve funds. Amounts not allocated to the creation of capitalization and reserve funds are distributed to the Chilean Treasury.
In 2018 CODELCO distributed U.S.$602 million to the Chilean Treasury, while in 2019 CODELCO did not distribute dividends. While CODELCO makes advance payments to the Chilean Treasury throughout the year, funded by cash flows from operating activities, it generally has distributions payable to the Chilean Treasury at the end of each year. These distributions are paid in the first six-month period of the following year but are reflected in the prior year’s financial statements.
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The following table sets forth amounts paid in taxes (which due to the timing of payments may be different from tax amounts accrued) and payments and profit distributions made by CODELCO to the Chilean Treasury for each of the three years ended December 31, 2020 for the six-month period ended June 30, 2021.
Contributions to the Chilean Treasury (in millions of U.S.$)
Six-month period
Year Ended December 31, ended June 30, 2018 2019 2020 2021 Income tax payMeNiS. coccion $ 70 $ 82 $ 29 $ 336 Copper Reserve LAW .ocicononninnonnnncinnonononcinroros 1,137 918 1,025 749 Subtotal. $ 1,207 $ 1,000 $ 1,054 $ 1,085 Dividends … 602 – 239 465 Total cocinan $ 1,809 $ 1,000 $ 1,293 $ 1550
Production Hedging. CODELCO has hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility in the past. CODELCO currently does not have any hedged production commitments and therefore there is no relevant impact from hedging. See notes 27 and 28 to the Consolidated Financial Statements and notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements. In 2019, CODELCOS*s production hedging activities had no negative impact on pre-tax income.
CODELCOSs future production hedging activities could cause it to lose some of the benefit of an increase in copper prices if copper prices increase over the level of CODELCO*s hedge position, as occurred in 2012. The cash flows from the mark-to-market values of CODELCOS*s production hedges can be affected by factors such as the market price of copper, copper price volatility and interest rates, which are not under CODELCOSs control.
CODELCOSs production hedging agreements contain events of default and termination events that could lead to early close-outs of CODELCO’s hedges. These include failure to pay, breach of the agreement, misrepresentation, default under CODELCOSs loans or other hedging agreements and bankruptcy. In the event of an early termination of CODELCO*s hedging agreements, the cash flows from the affected hedge instruments would cease and CODELCO and the relevant hedge counterparty would settle all of CODELCO*s obligations at that time.
In that event, there could be a lump sum payment to be made either to or by CODELCO. The magnitude and direction of such a payment would depend upon, among other things, the characteristics of the particular hedge instruments that were terminated and the market price of copper and copper price volatility and interest rates at the time of termination.
See Business and Properties-Marketing-Pricing and Hedging, Risk Factors-Risks Relating to CODELCOSs Operations-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, note 28 to the Consolidated Financial Statements and note 30 the Unaudited Interim Consolidated Financial Statements for further information on CODELCOSs hedging activity.
Exchange Rates and Interest Rates. CODELCOs main currency exposure is between the Chilean peso and the U.S. dollar due to the fact that a significant portion of CODELCOS*s operating costs are denominated in Chilean pesos and paid pursuant to contracts providing for indexation to Chilean inflation, and approximately 100% of revenue is denominated in U.S. dollars or other foreign currencies. To minimize the risks associated with currency exposures and fluctuations in interest rates, CODELCO enters into interest rate futures contracts and foreign exchange forward contracts which reduce exposure to fluctuations in the Chilean peso to U.S. dollar exchange rate.
As of June 30, 2021, CODELCO had swap contracts in place to hedge the risk of future UFU.S.$, HKDU.S.$, AUD U.S.$ and Euro U.S.$ exchange rate fluctuations with respect to a notional amount of U.S.$615
59 million, U.S.$64 million, U.S.$49 million and U.S.$819 million, respectively, which were equivalent to, and sufficient to cover, 100% of CODELCOSs foreign currency-denominated bonds outstanding as of June 30, 2021
As of June 30, 2021, 10% of CODELCOS*s financial debt was at a variable interest rate and 90% had a fixed rate.
Controls and Procedures
CODELCO*s management conducted an assessment utilizing The Committee of Sponsoring Organizations (COSO) criteria of the effectiveness of its internal controls as of the year ended December 31, 2019. Based on the assessment performed, CODELCO’s management has not identified any material weakness in its control environment.
Critical Accounting Estimates
The preparation of the consolidated financial statements in accordance with the IFRS requires the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of financial statements and the amounts of income and expenses during the reporting period. It also requires CODELCO*s management to exercise its judgment in the process of applying CODELCOS*s accounting principles.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are below. For a full description of CODELCO*s accounting policies, see Section II to the Consolidated Financial Statements.
Useful Economic Lives and Residual Values of Property, Plant and Equipment. The useful lives and residual values of property, plant and equipment assets that are used for calculating depreciation are determined based on technical studies prepared by specialists (internal or external). When there are indicators that could lead to changes in the estimated useful lives of such assets, these changes are determined by using technical estimates considering specific factors related to the use of the assets.
Depreciation Method. Estimated useful lives, residual values and our depreciation method are reviewed at the end of each year and again at the beginning of each year pursuant to changes in the structure of our reserves. We record the effect of any change in estimates prospectively. Additionally, a review can happen at any time if the conditions of ore reserves change significantly as a result of new information, confirmed and officially recognized by us. The amounts recognized in property, plant and equipment are depreciated, as a general rule, under a units of production method, allowing for the depreciation of an asset when it can be clearly identified as being a part of a production process relating to copper extraction. For all other assets, however, a straight line depreciation method is still being used.
Ore Reserves. The measurements of ore reserves are based on estimates of the ore resources that are economically exploitable, and reflect the technical considerations of the Company regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with extraction and processing.
CODELCO applies its judgment in determining its ore reserves and, as such, possible changes in these estimates could significantly impact the estimates of net revenues over time. For such reason, these changes would lead to modifications in the usage estimates of certain assets and of the amount of certain decommissioning and restoration costs.
CODELCO estimates its reserves and mineral resources based on the information prepared by the Competent Persons of the Company, as defined and regulated by Chilean Law N*20,235. The estimates are based on the Joint Ore Reserves Committee (JORC) methodology, taking into consideration the historical information of the cost of goods sold and copper prices in the international market.
CODELCO also periodically reviews such estimates supported by world-class external experts, who certify the determined reserves.
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Impairment of Assets. CODELCO reviews the carrying amount of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss with regard to the carrying amount. In the evaluation of impairment, the assets are grouped into cash generating units (CGUs) to which the assets belong. The recoverable amount of these assets or CGUs is calculated as the present value of the cash flows expected to be derived from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. If the recoverable amount of the assets is less than their carrying amount, an impairment loss exists.
CODELCO defines the CGUs and also estimates the timing and cash flows that such CGUs should generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, could impact the carrying amounts of the corresponding assets.
Estimates of factors influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Company, which are in turn supported by certain standards over time. Any changes to these criteria may impact the recoverable amount of the assets on which is performing the impairment tests. CODELCO*s evaluations and definition of the CGUs are made at the level of each of its current operating divisions.
CODELCO has assessed and defined the CGUs that are constituted at the level of each of its current operating divisions.
The review for impairment includes its subsidiaries, associates and joint arrangements.
Provisions for Decommissioning and Site Restoration Costs. CODELCO is obligated to incur decommissioning and site restoration costs when an environmental disturbance is caused by the development or ongoing production of a mining property. Costs are estimated on the basis of a formal closure plan and are reassessed annually or as of the date such obligations become known.
Significant estimates and assumptions are made in determining the provision for decommissioning and site restoration costs, as there are numerous factors that will affect the ultimate liability payable. In order to establish such estimates, CODELCO: (i) creates a defined list of mine sites, installations and other equipment assigned to this process, considered at the engineering level profile; (ii) evaluates the assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, and reflecting the best knowledge at the time to carry out such activities; and (iii) examines the techniques and more efficient construction procedures to date.
In addition, CODELCO must make certain assumptions about the exchange rate for tradable goods and services and the discount rate applied to update the relevant cash flows over time, which reflects the time value of money and includes the risks associated with liabilities, which is based on the currency in which disbursements will be made.
The provision as of a reporting date represents management’s best estimate of the present value of the future decommissioning and site restoration costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the provision for decommissioning and site restoration costs as well as the associated asset measured in accordance with IAS 16, Property, Plant and Equipment. Any reduction in the decommissioning and site restoration liability, and therefore any deduction from the decommissioning and site restoration asset, may not exceed the carrying amount of that asset. If it does, any excess over the carrying value is immediately accounted for as profit or loss.
Tf the change in estimate results in an increase in the decommissioning and site restoration liability, and therefore an addition to the carrying value of the asset, the entity is required to consider whether this is an indication of impairment of the asset as a whole and test for impairment in accordance with IAS 36 Impairment of Assets. If the revised asset net of decommissioning and site restoration provisions exceeds the recoverable value, that portion of the increase is charged directly to profit or loss statement. Any decommissioning and site restoration costs that arose as a result of the production phase of a mine should be expensed as incurred.
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The costs arising from the installation of a plant or other site preparation projects are discounted at net present value, provided for and capitalized at the beginning of each project, as soon as the obligation to incur such costs arises. These decommissioning costs are charged to profit over the life of the mine through depreciation of the asset. The depreciation is included in operating costs, while the unwinding of the discount in the provision is included in finance costs.
Accrual for Employee Benefits. Employee benefits costs for severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected credit unit method and are charged to profit or loss on an accrual basis.
We use assumptions to determine the best estimate for these benefits. Such estimates, as well as assumptions, are determined together with an external actuary. These assumptions include demographic assumptions, mortality and morbidity, discount rate and expected salary increases and rotation levels, among other factors.
Although we believe that the assumptions used are appropriate, a change in these assumptions could affect profit.
Provisional Pricing Arrangements. The substantial majority of copper produced by CODELCO is sold under annual contracts. Pricing on such contracts is based on prevailing monthly average prices quoted on the LME for a quotation period, generally the month following the scheduled month of shipment. CODELCO uses information on future copper prices, through which it recognizes adjustments to its revenues and trade receivables due to its provisional invoicing. These adjustments are updated on a monthly basis. At the end of each month, CODELCO estimates and accounts for any change in the provisional sales price using information available at the time financial statements are generated. However, the amount estimated may differ from the amount received at settlement. Revenue is recorded at the time control of the asset is transferred to the customer according to the shipment or dispatch of the products, in conformity with the agreed-upon conditions and are subject to variations related to the content andor sales price at their liquidation date. Notwithstanding the foregoing, there are certain contracts under which control of the product is transferred to the client based on receipt of the product at the buyer’s destination point, and for these contracts revenue is recorded at the moment of such transfer.
Sales contracts include a provisional price at the shipment date, which final price is generally based on the price recorded in the LME. In the majority of cases, the recognition of sales revenue for copper and other commodities is based on the estimates of the future spread of metal price on the LME andor the spot price at the date of shipment, with a subsequent adjustment made upon final determination and presented as part of Revenue.
The terms of sales contracts with third parties contain provisional pricing arrangements whereby the selling price for metal in concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). As such the final price will be fixed on the dates indicated in the contracts. Adjustments to the sales price occurs based on movements in the LME up to the date of final settlement. The period between provisional invoicing and final settlement can be between one and nine months. Changes in fair value over the quotation period and up until final settlement are estimated by reference to forward market prices for the applicable metals.
Sales in the national market are recorded in conformity with the regulations that govern domestic sales as indicated in Articles 7, 8 and 9 of Law N*16,624, modified by Article 15 of Decree Law N*1,349 of 1976, on the determination of the sales price for the internal market.
Additionally, we recognize revenue for providing services, mainly related to the processing of minerals bought from third parties. Revenue is recognized when the performance obligation has been satisfied.
See Business and Properties-Marketing-Pricing and Hedging for information regarding hedge accounting.
Fair Value of Derivatives and Other Instruments. Management may use its judgment to choose an adequate and proper valuation method for the instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on the observable market inputs, adjusted in conformity with the specific features of the instruments.
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Lawsuits and Contingencies. We assess the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by our legal advisors. No provision is recognized for cases in which management and our legal advisors believe that (1) a favorable outcome will be obtained, (ii) the probability of a loss is remote or possible, but not probable, or, if probable, (iii) the amount of the obligation cannot be measured reliably.
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BUSINESS AND PROPERTIES
CODELCO is the world’s largest copper producer and one of the largest companies in Chile in terms of revenues (U.S.$14.2 billion in 2020). As of December 31, 2020, CODELCOSs total assets were U.S.$42.2 billion and equity amounted to U.S.$11.6 billion. As of June 30, 2021, CODELCOSs total assets were U.S.$42.9 billion and equity amounted to U.S.$11.8 billion. CODELCO engages primarily in the exploration, development and extraction of ores bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts. CODELCO is 100% owned by the Government of Chile and controls approximately 6% of the world’s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2020, CODELCO had an estimated 8.8% share of total world copper production, with production amounting to approximately 1.73 million metric tons, including: (i) CODELCO”s share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and owned 49% by CODELCO and 51% by Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.); and (ii) CODELCOS*s share of Anglo American Sur (of which CODELCO owns a 20% indirect share), and an estimated 8% share of the world’s molybdenum production, with production amounting to approximately 22,353 metric tons excluding CODELCOS*s share of Anglo American Sur.
CODELCO*s main commercial product is Grade A cathode copper. In 2020 and for the six-month period ended June 30, 2021, CODELCO derived 92% and 93% of its total sales from copper and 8% and 7% of its total sales from byproducts of its copper production, respectively.
The following table sets forth certain production, cost and price information relating to CODELCO for the three-year period ended December 31, 2020 and the six-month period ended June 30, 2020 and 2021:
Copper Production, Cash Cost of Production and Price Information (excluding El Abra and Anglo American Sur) (production in thousands of metric tons and cash costs and prices in cents per pound)
For the three-month periods ended Year ended December 31, June 30, 2018 2019 2020 2020 2021 CODELCO*s Copper Production… 1,678 1,588 1,618 744 796 CODELCOSs Cash Cost of Productio! 139.1 141.6 129.4 129.9 134.7 Average LME Price 295.9 272.1 208.3 249.5 412.4
(1) Price for Grade A cathode copper.
CODELCO*s mission is to maximize the value of its mineral resources for the benefit of its shareholder, the Chilean state, by fully developing its vast mining resources on a timely basis, leveraging the Company’s experienced workforce, utilizing its advanced technological holds in key areas and by executing the following key strategic initiatives: e Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. Following the completion of a number of significant projects in recent years, such as the development of CODELCOs new Mina Ministro Hales, the development of sulfide ores at the Radomiro Tomic mine, the expansion at the Andina mine and the development of the Pilar Norte area at the El Teniente mine, CODELCO intends to continue its development program. Accordingly, the Company expects to make capital expenditures of approximately U.S.$12.2 billion between 2021 and 2023, transforming its main mining operations with a view towards the long-term development of its resources. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations.
CODELCOSs expansion and development of major projects between 2021 and 2023 are expected to include:
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O The gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation, which we expect will enable Chuquicamata to maintain its annual copper production at its current level starting in 2019 (an approximate investment of U.S.$1.2 billion between 2021 and 2023).
Environmental approvals were obtained in September 2010. On March 25, 2020 and on June 20, 2020, CODELCO announced the temporary suspension of construction of this project as a measure to prevent the spread of COVID-19 among employees and contractors. In August 2020, work on the project gradually resumed. In March 2021, the projects design incorporated additional fortification work to be completed during 2021. Consequently, after adjusting for this additional work as of June 30, 2021, the project was approximately 97.1% complete.
O The reallocation of the Andina plant, which involves maintaining the treatment capacity of the concentrator plant in the long-term (an approximate investment of U.S.$129 million between 2021 and
2023). In March 2020, CODELCO announced the temporary suspension of this project as a measure to prevent the spread of COVID-19 among employees and contractors. The project is currently conducting facility testing and trial operations, and as of June 30, 2021, the project was approximately 97.1% complete. Operations are expected to begin in 2022.
O The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.0 billion between 2021 and 2023) to maintain El Tenientes annual copper production at its current level. Environmental approvals were obtained in March 2011. However, based on geomechanical challenges that need to be addressed, an alternative development plan was approved in January 2018, which will still permit us to maintain our original production goal. The new mining level is expected to be completed in 2023. As of June 30, 2021, the project was approximately
68.5% complete.
O The development of the Inca Pit project is designed to extend the life of the current underground mine operation in the Salvador Division and enable it to maintain its annual production at its current level starting in 2021 and the analysis for a future expansion, which requires an approximate investment of
U.S.$1.2 billion between 2021 and 2023. As of June 30, 2021, the project was approximately 13.6% complete.
Improvement in operations. A number of improvement initiatives are underway to adopt best industry practices, most notably in the areas of labor productivity, asset utilization rates and process efficiency. Together with its capital expenditure investment program, CODELCO expects these initiatives to enhance its competitive position.
CODELCO operates in a cyclical business and its strategy is to ensure that it is able to take full advantage of high copper prices. CODELCO is developing a number of plans to achieve production targets in the coming years. These plans mainly focus on reducing the risk of disruptions to production and providing increased flexibility to its Operations.
Transformation Plan. On November 29, 2019, CODELCO announced the Transformation Plan. Among other objectives, the Transformation Plan seeks to optimize the standards for project selection and to reduce execution delays, improve operating performance and renew focus on maximizing the value of its mineral resources and reserves. The Transformation Plan also includes a series of targets to achieve cost savings in capital and operational expenditures.
Exploration Efforts. CODELCO controls the largest copper reserves worldwide, the Companys single most important long-term competitive advantage. The discovery of new mining resources and improving its ability to locate existing ore bodies and prospects are critical to CODELCO maintaining its preeminent position in the industry. Accordingly, the Companys exploration program will continue to be a key part of its business strategy.
Investment in Human Capital. The successful execution of CODELCO’s business strategy relies on continuing to attract and retain a world-class management team and professionals of the highest caliber. The mining industry faces increased competition for workforce talent. As a result, the Company intends to continue improving career development opportunities for its staff and the overall attractiveness of CODELCO as a preferred employer.
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Mining Association with Third Parties. CODELCO seeks to continue to develop and operate assets in association with third parties where these associations will add value to CODELCO*s business. A few examples of the Company*s willingness and ability to do so are (i) the association with Freeport-McMoRan Inc. in the El Abra copper mine (CODELCO owns 49%) and (ii) the association with Anglo American, Mitsui and Mitsubishi Corporation in Anglo American Sur (CODELCO owns an indirect 20% interest). CODELCO believes its large mining reserve is a strong platform from which to establish such associations.
Copper Production General
The copper deposits in CODELCO”s mines exist in two principal forms-sulfide ore and oxide ore. The majority of CODELCOs mines, including Chuquicamata and El Teniente, yield primarily sulfide ore. The ore extracted from the Radomiro Tomic deposit is copper oxide and sulfides. CODELCO produces refined copper from oxide and sulfide ore using different processes. CODELCO believes that having these two different forms of copper deposits gives it a high level of flexibility to respond to market changes by adjusting its production and utilizing the refining processes described below.
Sulfide Ores. Sulfide ores are found in CODELCOs open-pit and underground mines. In open-pit mines, the process of producing copper from sulfide ores begins at the mine pit. Waste rock and ores containing copper are first drilled and blasted and then loaded onto diesel-electric trucks by electric shovels. Waste is hauled to dump areas.
In underground mines, copper ore is deposited on rail cars and transported to a crushing circuit where gyratory crushers break the ore into sizes no larger than three-fourths of an inch. In both types of mines, the ore is then transported to rod and ball mills which grind it to the consistency of powder. In the conventional concentratorsmelterrefinery process for sulfide ore, this finely ground ore is agitated in a water and chemical solution and pumped as a watery mixture to the flotation separator. The solution is then aerated, producing a froth which carries the copper minerals, but not the waste rock, to the surface. The froth is skimmed off and filtered to produce copper concentrates. The waste rock, called tailings, is sent to a tailings storage facility. The copper concentrates (which contain a copper grade of approximately 30%) are then sent to the smelter.
At the smelter, the concentrates are blended with fluxes and fed into reverberatory furnaces or a Teniente converter (a technologically advanced type of converter designed by CODELCO) where they are melted, producing matte and slag. Matte from reverberatory furnaces contains approximately 45% copper, and matte from a Teniente converter contains approximately 75% copper. Slag is a residue of the smelting process containing iron and other impurities, which the Company disposes of with its other industrial solid waste. The matte is transferred by ladles to the converters and is oxidized in two steps. First, the iron sulfides in the matte are oxidized with silica, producing slag that is returned to the reverberatory furnaces. Second, the impurities in the matte sulfide are oxidized to produce blister copper. The blister copper contains approximately 98.5% copper. Some of the blister copper is sold to customers. The remainder is transferred to the electrolytic refinery.
After additional treatment in the anode furnace, the copper is cast into anodes and then moved to the refinerys electrolytic tank house. This anode copper is approximately 99.0% copper. In the electrolytic tank house, anodes are suspended in tanks containing an acid solution and copper sulfate. An electrical current is passed through the anodes and chemical solution to deposit clean copper on pure copper plates. The resulting refined copper cathodes are 99.99% copper. Silver and small amounts of other metals contained in the anodes settle on the bottom of the tanks and are recovered in a separate process.
Oxide Ores. Oxide ore is scarcer than sulfide ore, and is typically found closer to the surface of the earth. A different process (called the SX-EW process) is used to produce refined copper from oxide ores, which CODELCO employs at its SX-EW facilities in Chuquicamata, El Teniente, Salvador, Gabriela Mistral and Radomiro Tomic. In the first step of the SX-EW process, copper oxide ore is mined, crushed and deposited into large piles. The piles are leached for a period of several days with a solution of sulfuric acid, resulting in the effusion from the piles of a solution with a high-concentration of copper. The copper solution is collected into large pools, from which copper is then recovered by solvent extraction, followed by a second recovery method called electrowinning, to produce high-grade copper cathodes. The SX-EW process involves lower overall refining costs, and can be used with a lower
66 grade of ore, than the traditional concentratorsmelterrefinery process. The SX-EW process also enables CODELCO to recover copper by re-leaching waste material left over from prior copper extractions.
Operations
CODELCOSs copper operations are divided into the following eight divisions: e The El Teniente Division operates the El Teniente mine, which is the worlds largest underground copper mine and has been in operation for more than 100 years. The El Teniente Division includes the Caletones smelter. In 2020, this division produced 443,220 metric tons of copper, or 25.7% of CODELCOS’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 99.7 cents per pound, compared to 100.7 cents per pound in 2019, and a total cash cost of U.S.$963 million in 2020, compared to U.S.$1.0 billion in 2019. During the first six months of 2021, this division produced 226,459 metric tons of copper with a cash cost of 111.4 cents per pound and a total cash cost of U.S.$549 million.
+ The Radomiro Tomic Division operates the Radomiro Tomic mine, which began its first full year of production in 1998. In 2020, this division produced 260,653 metric tons of copper cathodes, or 15.1% of CODELCOSs total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 142.2 cents per pound, compared to 154.3 cents per pound in 2019, and a total cash cost of U.S.$812 million in 2020 compared to U.S.$901 million in 2019. During the first six months of 2021, this division produced 137,905 metric tons of copper with a cash cost of 149.5 cents per pound and a total cash cost of U.S.$450 million.
e 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 2020, this division produced 400,720 metric tons of copper cathodes, or 23.2% of CODELCO’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 113.0 cents per pound, compared to 120.5 cents per pound in 2019, and a total cash cost of U.S.$975 million in 2020, compared to U.S.$996 million in 2019. During the first six months of 2021, this division produced 171,575 metric tons of copper with a cash cost of 129.6 cents per pound and a total cash cost of U.S.$480 million.
e The Mina Ministro Hales Division was created in 2010 for the operation of the Mina Ministro Hales ore body, which first began producing copper at the end of 2013. In 2020, this division produced 170,606 metric tons of copper, or 9.9% of CODELCOSs total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 109.9 cents per pound, compared to 123.3 cents per pound in 2019, and a total cash cost of U.S.$399 million in 2020, compared to U.S.$400 million in 2019. During the first six months of 2021, this division produced 98,815 metric tons of copper with a cash cost of 76.4 cents per pound and a total cash cost of U.S.$161 million.
e The Andina Division operates the Andina and Sur-Sur mines with production split among open-pit and underground mines. It does not have independent smelting capacity. Andina has been in operation since 1970.
In 2020, this division produced 184,437 metric tons of copper, or 10.7% of CODELCOS*s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 152.9 cents per pound, compared to 184.6 cents per pound in 2019, and a total cash cost of U.S.$600 million in 2020, compared to U.S.$669 million in 2019. During the first six months of 2021, this division produced 91,486 metric tons of copper with a cash cost of 152.1 cents per pound and a total cash cost of U.S.$296 million.
e The Gabriela Mistral Division was created in 2013 and operates the Gabriela Mistral mine, which uses SX-EW technology. The Gabriela Mistral mine produced its first copper cathodes in 2008 after a 26-month construction period. In 2020, this division produced 102,080 metric tons of copper, or 5.9% of CODELCO*s total copper output (including CODELCO*s share of the El Abra deposit and Anglo American Sur), with a cash cost of
189.0 cents per pound, compared to 231.8 cents per pound in 2019, and a total cash cost of U.S.$425.4 million in 2020, compared to U.S.$532.0 million in 2019. During the first six months of 2021, this division produced 42,519 metric tons of copper with a cash cost of 207.8 cents per pound and a total cash cost of U.S.$195 million.
67 e The Salvador Division operates the Salvador mine and concentrator and the smelterrefinery complex at Potrerillos, which has the capacity to treat 671,000 metric tons of concentrate. In 2020, this division produced 56,302 metric tons of copper cathodes, or 3.3% of CODELCOS”s total copper output (including CODELCO’s share of the El Abra deposit and Anglo American Sur), with a cash cost of 214.6 cents per pound, compared to
232.7 cents per pound in 2019, and a total cash cost of U.S.$265 million in 2020, compared to U.S.$257 million in 2019. During the first six months of 2021, this division produced 26,739 metric tons of copper with a cash cost of 253.9 cents per pound and a total cash cost of U.S.149 million. Unless the Inca Pit project (as described below) enters the execution stage, CODELCO*s Board of Directors has decided to phase out mining operations at the Salvador mine by the end of 2021, or sooner, if warranted by market and operational conditions, specifically marketability of its copper, cash costs and annual reviews of performance. The Potrerillos smelter and refinery would continue to operate upon any cessation of the mining operations at Salvador.
+ The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chiles state-owned mining company Empresa Nacional de Minería (ENAMT) in 2005. In 2020, this division refined 402,000 metric tons of copper, compared to 376,400 metric tons of copper in 2019. During the first six months of 2021, the Ventanas division refined 194,300 metric tons of copper. Pursuant to the terms of the acquisition, CODELCO is required to provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate delivered by the small- and medium-sized mining industry that ENAMI serves.
e The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division, the Gabriela Mistral Division and the Salvador Division form part of CODELCO”s Northern Operations (Operaciones Norte).
The Andina Division, the El Teniente Division and the Ventanas Division form part of CODELCO”s Central Southern Operations (Operaciones Centro Sur). For a description of CODELCO’s associations with other companies, see Business and Properties- Copper Production-Associations, Joint Ventures and Partnerships below.
Beginning in late 2010, CODELCO implemented a corporate reorganization plan which divided the management of CODELCO’s operations into Northern Operations (Operaciones Norte) and Central Southern Operations (Operaciones Centro Sur), to supervise the divisions in the north and center-southern regions, respectively. The reorganization was intended to simplify the organizational structure by causing all corporate administrative and support functions to report to a single vice president, and the productive divisions to concentrate on maximizing production, controlling costs and implementing safety measures. The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division and the Salvador Division are now supervised by the Vice President of Northern Operations (Operaciones Norte). The Andina Division, the El Teniente Division and the Ventanas Division are now supervised by the Vice President of Central Southern Operations (Operaciones Centro Sur).
CODELCOSs copper production, including its share of the El Abra deposit and of Anglo American Sur, increased to 1,727,300 metric tons during the twelve months of 2020 from 1,706,013 metric tons in the twelve months of 2019.
This increase was mainly due to higher copper production from Ministro Hales, Chuquicamata and Andina were the main drivers of this increase and offset the decline at El Teniente. Molybdenum production increased by 25.0% in
2019.
The table below shows the production of copper from CODELCO’s mines, as compared to private sector production in Chile, for the three-year period ended December 31, 2020 and the six-month period ended June 30, 2021:
Production of Copper from Chilean Mines (CODELCO and Private Sector) (in thousands of metric tons)
For the six-month period
Year ended December 31, ended June 30, % Change 2018 2019 2020 2020 2021 20202021 El Teniente DivisiON …….occarocnarnnm 465 460 443 206 227 10%
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Radomiro Tomic Division 333 266 261 126 138 9%
Chuquicamata Division 321 385 401 180 172 (53% Mina Ministro Hales 195 152 171 64 99 54% Andina Division .. 196 170 184 92 92 (1% Gabriela Mistral Divisio: 107 104 102 50 43 (15)% Salvador Division 61 51 56 26 27 3% El Abral … 44 40 35 18 18 0% Anglo American Sur? 84 78 74 34 37 8% CODELCO Total Production 1,806 1,706 1,727 796 850 7% Chilean Private Sector 4,026 4,081 4,006 2,036 1,949 (14% Total Chilean Production Z 5,832 5,787 5,733 2,832 2,799 (123%
(1) CODELCOSs figures presented for El Abra include 49% of the mine?s total production (the share of production which corresponds to CODELCO’s 49% direct ownership interest in the mine). The balance of El Abra’s production is included in the private sector figures.
(2) CODELCOSs figures presented for Anglo American Sur include 20% of the mine’s total production (the share of production which corresponds to CODELCO’s 20% ownership interest in the mine). The balance of Anglo American Sur production is included in the private sector figures.
(3) Source: Chilean Copper Commission.
The table below shows the breakdown of CODELCO*s own copper output for the three-year period ended December 31, 2020 and the six-month period ended June 30, 2021:
Copper Output of CODELCO (excluding El Abra and Anglo American Sur) (in thousands of metric tons)
For the six-month period ended Year ended December 31, June 30, 2018 2019 2020 2021 Cathodes 455 406 432 205 Blister and anodes 386 339 373 183 Calcines ….. 153 117 100 62 Concentrates 684 726 713 346 1,678 1,588 1,618 796
The following table sets forth CODELCOSs initial capital expenditures budget for the period 2021-2023 by division, and for the executive offices, as approved by the Companys Board of Directors as part of CODELCO’s BDP report, which is subject to the approval of the Ministries of Finance and Mining (capital expenditures are subject to change at the discretion of CODELCO). The capital expenditures budget is subject to an annual review and therefore may be subject to change.
Estimated Division Investment? (in millions of U.S.$) Chuquicamata $ 1,788 El Teniente … 3,087 Andina 1,234 Radomiro Tomic. 1,040 Salvador . 1,330 Mina Ministro Hales 171 Gabriela Mistral 137 Ventanas….. 104 Executive Offices. 339 Subsidiaries 71 Deferred expenses 2,867
69 $ 12,167
(1) Includes equipment replacement and facilities repair, contributions to subsidiaries and other.
The following table sets forth the estimated investment cost for each of CODELCOS”s principal expansion and development projects in each division (projects are subject to change at the discretion of the Company):
Estimated
Division Project Status Investment (in millions of U.S.$) El Teniente New mining level (2023) Execution 5,297 Chuquicamata Chuquicamata Underground (2019) Execution 4,921
Andina. Reallocation Plant (2020) Execution 1,.350
Salvado Inca Pit (2021) Execution 1,333 Total . $ 12,903
(0) Expenditures have been invested in projects in the execution stage.
Nonetheless, the figures above reflect the estimated investments that CODELCO expected to make under its 2021 updated BDP report. CODELCO continues to reformulate the Andina expansion project, which could decrease the medium-term capital expenditure program. Therefore, this medium-term period more reliably reflects CODELCO”s commitments than a longer-term period, especially considering current industry trends.
El Teniente Division
Mining Operations. The El Teniente Division is the largest division of CODELCO, based on 2018 production, and operates the El Teniente underground mine located 80 kilometers southeast of Santiago. With the production of 443,220 metric tons in 2020, it is the world’s largest underground copper mine. For information regarding the new mine level at the El Teniente mine, see Summary-Competitive Strengths.
The El Teniente deposit is also a porphyry-type ore body. The deposit covers a vertical span of over 1,500 meters. A tabular subvertical dacite porphyry intrusion two kilometers long by 200 meters wide is well exposed in the northern part of the deposit, and a quartz-diorite stock is located at the southeast side. Wall rock are mostly andesites, which are strongly mineralized, containing a high concentration of chalcopyrite and bornite. The size of the deposit is at least three kilometers north-south and close to one kilometer wide.
El Teniente primarily produces concentrates that are smelted at the Caletones smelter. In addition to the principal mine at El Teniente, the division performs mining operations at several other areas of the main deposit, with a production of approximately 140,000 metric tons of ore per day. The Esmeralda area of the mine is the main producing mine area, producing approximately 36,750 metric tons of ore per day.
As of June 30, 2021, the El Teniente Division employed 3,958 persons and produced 226,495 metric tons of copper at a cash cost of 111.4 cents per pound and a total cash cost of U.S.$549 million, as compared to a cash cost of 96.2 cents per pound and a total cash cost of U.S.$433 million during the first six months of 2019. In 2019, the El Teniente Division produced 459,744 metric tons of copper at a cash cost of 100.7 cents per pound and a total cash cost of U.S.$1.01 billion, as compared to a cash cost of 106.5 cents per pound and a total cash cost of
U.S.$1.08 billion in 2018.
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Copper Production and Cash Cost-El Teniente Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month
Year ended December 31, period ended June 30, 2018 2019 2020 2021 Copper Production 465 460 443 227 Cash Cost 106.5 100.7 99.7 111.4
Smelting Operations. The El Teniente Division includes the Caletones smelter, which has the capacity to smelt 1.25 million metric tons of concentrate per year. The El Teniente mine supplies 1.29 million metric tons of concentrate per year to the Caletones smelter. The balance of concentrate processed by the smelter is brought by railway from the Andina Division, 300 kilometers away.
The Caletones smelter operates two Teniente modified converters, three Pierce Smith Converters and several refining furnaces and gas treatment plants. El Teniente has no electrolytic refining plant, and smelter output is sold as fire-refined copper or anodes to be refined at other facilities such as the Ventanas refinery or Chuquicamata.
Radomiro Tomic Division
The Radomiro Tomic deposit lies five kilometers north of the main pit at Chuquicamata. Radomiro Tomic began production at the end of 1997. The Radomiro Tomic mine is a state of the art facility, and the world’s largest producer of copper using the highly efficient SX-EW process.
During the first half of 2010, the Sulfide Phase I project was completed, which enables the treatment of 100,000 metric tons per day of sulfides from Radomiro Tomic in the Chuquicamata processing plants.
As of June 30, 2020, the Radomiro Tomic Division employed 1,232 persons and produced 137,905 metric tons of copper at a cash cost of 149.5 cents per pound and a total cash cost of U.S.$450 million
In 2020, this division produced 260,653 metric tons of copper had a cash cost of 142.2 cents per pound and a total cash cost of U.S.$812 million. In 2019, this Division produced 266,415 metric tons of copper at a cash cost of
154.3 and a total cash cost of U.S.$901 million compared to a cash cost of 154.3 cents per pound.
Copper Production and Cash Cost-Radomiro Tomic Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month period ended June
Year ended December 31, 30,
2018 2019 2020 2021 Copper Production Radomiro Tomi: 333 266 261 138 Cash Cost Radomiro Tomic 134.1 154.3 142.2 149.5
Chuquicamata Division
Mining Operations. Located in the Atacama Desert, 1,200 kilometers north of Santiago and 240 kilometers east of the Chilean city of Antofagasta, the Chuquicamata mine has been in continuous operation since 1915. The Chuquicamata mine is an open-pit operation that produces predominantly sulfide concentrates, which are smelted and refined on site. The pit size of the Chuquicamata mine is almost nine kilometers long in a north-south direction by five kilometers wide and one kilometer deep.
The Chuquicamata deposit is a porphyry-type ore body. The most important feature of the ore body is a north-south regional fault, the west fissure fault, which cuts the ore on the west side and creates a sharp limit on the
71 deposit. An oxide ore zone was a large part of the deposit and has been almost totally mined out. The mine contains a supergene enrichment layer (a redeposit of copper, by natural forces, from higher to lower layers), which has a thickness of almost 800 meters near the center of the mine. Five kilometers north of Chuquicamata, the ore body narrows and merges with the Radomiro Tomic ore body. For information regarding the transformation of the Chuquicamata mine from an open pit mine to an underground operation, see Summary-Competitive Strengths.
Smelting Operations. Chuquicamata utilizes one Outokumpu flash furnace, five Pierce Smith converters and two Teniente converters to process 1.25 million metric tons of 29.6% copper concentrate per year.
Chuquicamata performs all stages of copper production from the mining process through cathode production.
As of June 30, 2021, the Chuquicamata Division employed 3,758 persons and produced 171,575 metric tons of copper with a cash cost of 129.6 cents per pound and a total cash cost of U.S.$480 million, compared to a cash cost of 105.3 cents per pound and a total cash cost of U.S.$407 million during the first six months of 2020. In 2020, this Division produced 400,720 metric tons of copper at a cash cost of 113.0 cents per pound and a total cash cost of U.S.$974.7 million, compared to 385,309 metric tons of copper at a cash cost of 120.5 cents per pound and a total cash cost of U.S.$996 million in 2019 and compared to a cash cost of 131.5 cents per pound and a total cash cost of U.S.$908 million in 2018.
Copper Production and Cash Cost-Chuquicamata Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month period ended June
Year ended December 31, 30, 2018 2019 2020 2021 Copper Production Chuquicamata ..ccconininannennannenoncnesinso 321 385 401 172 Cash Cost Chuquicamata mocooconcininnnnonnonnonocnecononencrerarins 131.5 120.5 113.0 129.6
Mina Ministro Hales Division
Mining Operations. The Mina Ministro Hales Division was created in September 2010 for the operation of the Mina Ministro Hales ore body, and delivered its first tons of copper during the last quarter of 2013.
As of June 30, 2021, Mina Ministro Hales employed 769 persons and produced 98,815 metric tons of copper at a cash cost of 76.4 cents per pound and a total cash cost of U.S.$161 million., compared to a cash cost of
149.9 cents per pound and a total cash cost of U.S.$206 million during the first six months of 2020.
In 2020, this Division produced 170,606 metric tons of copper, at a cash cost of 109.8 cents per pound, compared to 151,838 metric tons of fine copper at a cash cost of 123.6 cents per pound and a total cash cost of
U.S.$400 million in 2019 and compared to a cash cost of 124.0 cents per pound and a total cash cost of U.S.$516.9 million in 2018.
Copper Production and Cash Cost-Mina Ministro Hales Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month period ended June
Year ended December 31, 30, 2018 2019 2020 2021 Copper Production. 195 152 110.0 92 Cash Cost 124.0 123.6 110.0 76.4
Smelting and Refinery Operations. The processing of minerals will be carried out in a stand-alone concentrator with processing capacity of 50,000 tons per day. Copper concentrates will be processed in a new roasting plant. The project also includes a new acid plant.
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Gabriela Mistral Division
The Gabriela Mistral ore body is located in Chiles Second Region and began production in May 2008. On January 1, 2013, CODELCO created the Gabriela Mistral Division, which operates the Gabriela Mistral mine.
Gabriela Mistral uses SX-EW technology and produced its first copper cathodes in May 2008 after a 26-month construction period at a cost of U.S.$1.0 billion.
As of June 30, 2021, the Gabriela Mistral Division employed 469 persons and produced 42,519 metric tons of copper with a cash cost of 207.8 cents per pound and a total cash cost of U.S.$195 million, as compared to a cash cost of 185.0 cents per pound and a total cash cost of U.S.$202 million during the first six months of 2020.
In 2020, the Gabriela Mistral Division produced 102,080 metric tons of copper at a cash cost of 189.0 cents per pound and a total cash cost of U.S.$425 million, as compared to 104,087 metric tons of copper at a cash cost of 231.8 cents per pound and a total cash cost of U.S.$532 million in 2019 and to a cash cost of 191.9 cents per pound and a total cash cost of U.S.$454 million in 2018.
Copper Production and Cash Cost-Gabriela Mistral Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month
Year ended December 31, seriod ended June 30,
2018 2019 2020 2021 Copper Productio: 107 104 102 43 Cash Cost 191.9 231.8 189.0 207.8
Andina Division
Mining Operations. The Andina Division operates the Andina mine and the Sur-Sur mine, which are located 50 kilometers northeast of Santiago. Production at the Andina Division is split among open-pit and underground mines. For information regarding the Andina plant reallocation project, see Summary-Competitive Strengths. The Andina Division does not operate a smelter. Its production is processed at the Caletones smelter of El Teniente, at the Ventanas refinery or at the Salvador Division, and some of its concentrate is sold to ENAMI or other purchasers.
As of June 30, 2021, the Andina Division employed 1,451 persons and produced 91,486 metric tons of copper at a cash cost of 152.1 cents per pound and a total cash cost of U.S.$296 million, as compared to a cash cost of 146.7 cents per pound and a total cash cost of U.S.$287 million during the first six months of 2020. In 2020, the Andina Division produced 184,437 metric tons of copper at a cash cost of 152.9 cents per pound and a total cash cost of
U.S.$600.4 million, as compared to a cash cost of 184.6 cents per pound and a total cash cost of U.S.$669 million, in 2019 and to a cash cost of 163.7 cents per pound and a total cash cost of U.S.$682 million during in 2018.
The Río Blanco-Los Bronces porphyry-type deposit, one of the largest copper ore bodies in Chile, is partially owned by the Andina Division. The northwest portion of this deposit is owned by the Andina Division; Anglo Sur owns and operates the mines at Los Bronces and El Soldado along with the Chagres smelter and various mineral resources, including Los Sulfatos and San Enrique Monolito, located in the southwest portion of the deposit.
The deposit is characterized by plentiful tourmaline and breccia rock bodies mineralized with copper sulfides, mostly calcopyrite. CODELCO*s portion of the deposit is four kilometers in length, in the northwest to southeast direction, with a maximum width of almost one kilometer.
Copper Production and Cash Cost-Andina Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month Year ended December 31, period ended June 30,
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2018 2019 2020 2021 196 170 184 92
163.7 184.6 152.9 152.1
Copper Production.
Cash Cost
With the aim to increase the processing output of the Andina Division, CODELCO completed the Andina Phase 1 Expansion Project in 2010. While the Andina Division had plans to continue investing to expand the mine and increase copper production by an additional 350,000 tons of copper per year, the Company is currently reformulating its plans in order to create an alternative that should require less investment, while at the same time seeking to minimize the environmental impact and prolong the life of the Andina Division.
Salvador Division
Mining Operations. The Salvador Division is the smallest of CODELCOS”s divisions. The complex includes the mine and concentrator at Salvador and a smelterrefinery at Potrerillos. The Salvador mine is located 900 kilometers north of Santiago and 120 kilometers east of the Chilean port of Chañaral. Concentrates are transported 67 kilometers from the mine to the smelter at Potrerillos via pipeline and truck.
The Salvador Division has the smallest base reserve of ore among all of CODELCO*”s divisions. The Salvador deposit is a typical medium-sized porphyry-type ore body. There is an 80- to 200-meter thick leached capping covering a lensoid-shaped enrichment layer roughly one kilometer in diameter that attains a maximum thickness of about 250 meters. This enrichment layer is almost completely mined out. Mining is currently focused on the primary ore located underneath the secondary enrichment (the so-called Inca levels).
As of June 30, 2021, Salvador employed 1,477 persons and produced 26,739 metric tons of fine copper at a cash cost of 253.9 cents per pound and a total cash cost of U.S.149 million, compared to a cash cost of 202.9 cents per pound and a total cash cost of U.S.$117 million during the first six months of 2020.
In 2020 Salvador produced 56,302 metric tons of fine copper at a cash cost of 214.6 cents per pound and a total cash cost of U.S.$265 million and in 2019, Salvador produced 50,561 metric tons of fine copper at a cash cost of 232.7 cents per pound and a total cash cost of U.S.$257 million, compared to a cash cost of 223.5 cents per pound and a total cash cost of U.S.$296 million in 2018.
Unless the Inca Pit project (as described below) enters the execution stage, CODELCOs Board of Directors has decided to phase out mining operations at the Salvador mine by 2021, or sooner, if warranted by market and operational conditions, specifically marketability of its copper, cash costs and annual reviews of performance. The Potrerillos smelter and refinery would continue to operate upon any cessation of the mining operations at Salvador.
Copper Production and Cash Cost-Salvador Division (production in thousands of metric tons and cash cost in cents per pound)
For the six-month
Year ended December 31, period ended June 30, 2018 2019 2020 2021 Copper Productio: 61 51 56 27 Cash Cost 223.5 232.7 214.6 253.9
Smelting Operations. The smelting and refining operation is located at Potrerillos. This facility includes one Teniente converter and four Pierce Smith converters for a rated annual capacity of 671,000 metric tons of concentrate. CODELCO increased capacity of the Potrerillos smelter in 2004.
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Ventanas Division
Smelting and Refinery Operations. The Ventanas Division was created in connection with the acquisition of the Ventanas smelter and refinery from the Chilean state-owned mining company ENAMI in 2005. The Ventanas smelter has the capacity to treat of over 400,000 metric tons of concentrate. Ventanas refined approximately 376,400 metric tons of copper in 2019. During the first six months of 2021, the Ventanas division refined 194,300 metric tons of copper. Pursuant to the terms of the acquisition, CODELCO is required to provide, on market terms, the necessary smelting and refining capacity for the treatment of products for the small- and medium-sized mining industry that ENAMI serves. As of June 30, 2020, the Ventanas Division employed 770 persons.
Associations, Joint Ventures and Partnerships
CODELCO has undertaken several projects, business ventures and associations with certain private sector mining and non-mining enterprises, including: e SCMEl Abra: In 1994, CODELCO (49%) formed a company, SCM El Abra, with Cyprus El Abra Corporation
(51%), a subsidiary of Freeport-McMoRan Inc., to develop the El Abra mine in northern Chile. The mine is a porphyry copper open-pit facility located 105 kilometers north of the city of Calama at an altitude of 3,900 meters above sea level. Constructed at a cost of U.S.$1.1 billion, it is designed to produce 225,000 metric tons of copper per year and includes one of the world’s largest SX-EW facilities. The El Abra project was originally financed by a U.S.$850 million syndicated loan, which was repaid in full in 2004.
O In 2009, SCM El Abra approved resuming construction activities for the Sulfolix Project, which had been deferred as a result of market conditions at the end of 2008, to extract and process (by the leaching process) sulfide ores, which is expected to extend mine life by 13 years and enable El Abra to produce at least 125,000 metric tons of fine copper per year. This project contains approximately 1.2 billion metric tons of leachable oxide and sulfide copper, with an average ore grade of 0.43%. The project started producing sulfides, shifting from an oxide operation, during the first quarter of 2011 and includes milling mine ores until 2024, and is expected to generate the last cathode in 2029 by leaching heap remains. The Sulfolix Project requires approximately U.S.$565 million of initial equity and an additional U.S.$160 million to sustain the operations. The project is financed by SCM El Abra’s retained earnings.
O In 2020, SCM El Abra produced 71,899 metric tons of fine copper with a cash cost of 242 cents per pound. For the six-month period ended June 30, 2021, the production was 36,609 metric tons of fine copper with a cash cost of 255 cents per pound.
O The project had delivered total dividends of U.S.$10 million and U.S.$6 million in 2018 and 2019, respectively, and CODELCO had received U.S.$4.9 million and U.S.$3 million in dividends in 2018 and 2019, respectively. The project did not deliver dividends in 2020, nor did in the first six months of
2021. As of June 30, 2021, the carrying value of SCM El Abra’s ownership interest was equal to
U.S.$639 million.
e Anglo American Sur: On December 19, 2008, CODELCO purchased from ENAMI for U.S.$175 million an option to purchase up to 49% of the equity interests of Anglo American Sur, a wholly-owned subsidiary of Anglo American, for a price to be determined by a prescribed formula based on a multiple of historic earnings (the Sur Option). Anglo American Sur owns and operates the mines at Los Bronces and El Soldado, the Chagres Smelter and various mineral resources, including Los Sulfatos and San Enrique Monolito. In October 2011, CODELCO announced that it had arranged for a bridge loan of up to U.S.$6.75 billion from Mitsui that would allow it to exercise the Sur Option and indicated its intent to exercise the Sur Option during the next window for its exercise, which would occur in January 2012. On November 9, 2011, Anglo American announced that it had sold 24.5% of the equity interests of Anglo American Sur to affiliates of Mitsubishi Corporation. Following this sale, CODELCO announced that it retained the right to acquire up to 49% of the equity interests of Anglo American Sur and requested from the Santiago Court of Appeals a legal order preventing further sales of equity interests of Anglo American Sur until CODELCO was able to exercise the Sur Option. The requested legal order was granted and, on January 2, 2012, CODELCO exercised the Sur
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Option to purchase 49% of the equity interests of Anglo American Sur. Prior to and after the exercise of the Sur Option, Anglo American and CODELCO were involved in additional legal proceedings relating to the exercise of the Sur Option, which were ultimately settled pursuant to the settlement agreement described below.
o
On August 23, 2012, CODELCO and Anglo American entered into a settlement agreement to settle their respective claims in relation to the Sur Option. In connection with this settlement agreement, CODELCO and Anglo American agreed that Becrux, then a wholly-owned subsidiary of Acrux, an entity owned by CODELCO and Mitsui in the manner described below, would acquire 29.5% of the equity interests in Anglo American Sur pursuant to the following transactions: . On August 24, 2012, Becrux acquired (i) shares representing 24.5% of the equity interests of Anglo American Sur for a purchase price of U.S.$1.7 billion, which was financed through a draw down by an affiliate of CODELCO on the AéR Mitsui Bridge Loan Facility described under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Other Debt; and (ii) shares representing
0.94% of the equity interests of Anglo American Sur for a purchase price of U.S.$206.8 million, which was financed by cash contributions made by Mitsui; and . On September 14, 2012, Becrux acquired shares representing 4.0% of the equity interests of Anglo American Sur for a purchase price of U.S.$893.2 million, which was financed by cash contributions made by Mitsui.
As part of the settlement agreement, Anglo American Sur transferred to CODELCO certain undeveloped mining properties, Los Leones and Profundo, which are located to the east of CODELCOS*s Andina mine, and the shareholders of Anglo American Sur entered into a shareholders agreement that provides a framework for the ongoing governance of Anglo American Sur, which includes board representation and participation in certain decisions for Becrux.
Immediately following the acquisition of 29.5% of the equity interests of Anglo American Sur, affiliates of CODELCO and Mitsui owned approximately 83% and 17%, respectively, of the equity interests of Acrux. In connection with the refinancing of the A8¿R Mitsui Bridge Loan Facility described above under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Other Debt, an affiliate of Mitsui exercised its right to acquire from an affiliate of CODELCO at the closing of the refinancing a number of equity interests of Acrux representing a 4.5% stake in Anglo American Sur for a purchase price equal to U.S.$998 million.
This amount was used to prepay a portion of the bridge loan previously drawn down by an affiliate of CODELCO under the A8R Mitsui Bridge Loan Facility in connection with the transactions described above. Following the consummation of this transaction, affiliates of CODELCO and Mitsui owned approximately 67.8% and 32.2%, respectively, of the equity interests of Acrux. Consequently, CODELCO indirectly owns a 20% interest in Anglo American Sur.
On November 26, 2016, CODELCO signed a credit agreement with Oriente Copper, an affiliate of Mitsui, renegotiating the payment of principal at the end of the contract. The terms established an annual interest rate of LIBOR +2.5% with a five-year maturity to be payable in one installment at maturity with semi-annual interest payments. On May 26, 2017, CODELCO signed a new credit agreement with Mitsui renegotiating the following semi-annual payment, which was on the same terms as the first renegotiation done in November 2016.
On December 21, 2017, CODELCO and Mitsui agreed to merge Acrux into Becrux, as the surviving entity. The reorganization did not affect the interest that CODELCO and Mitsui indirectly hold in Anglo American Sur.
Anglo American Sur fine copper production was metric 370,535 tons in 2020 with a cash cost of 155 cents per pound, compared to 389,194 tons in 2019 with a cash cost of 139 cents per pound and compared to 422,247 with a cash cost of 149 cents per pound in 2018. In the six-month period ended June 30, 2021, the production was 183,973 metric tons of fine copper with a cash cost of 163 cents per
76 pound. Anglo American Sur distributed U.S.$182.9 million in 2018, U.S.$84.4 million in 2019,
U.S.$22.7 million in 2020 and U.S.$77.4 million as of June 30, 2021 in cash dividends to Becrux, which is an indirectly owned subsidiary of CODELCO. As of June 30, 2021, the carrying value of equity of Anglo American Sur was equal to U.S.$2.8 billion. As of December 31, 2020, the carrying value of equity of Anglo American Sur was equal to U.S.$2.8 billion. CODELCO has a 20% indirect participation in Anglo American Sur. See Risk Factors. A substantial amount of our total assets are property, plant and equipment e SCM Purén: CODELCO (35%) and Compañía Mantos de Oro (65%), a subsidiary of Kinross Gold Corp., own SCM Purén. SCM Purén’s mining activities, located in the Atacama Region, east of the city of Copiapó, began in November 2005, having produced over 801,839 ounces of equivalent gold. In 2015, the company distributed
U.S.$2.5 million in dividends to CODELCO. During 2018, 2019, 2020 and the first six months of 2021, this company did not issue dividends. SCM Purén mines two gold and silver ore bodies through open pits. Currently, SCM Púren is evaluating a second phase of the project.
e Agua de la Falda S.A.: CODELCO (42%) and Minera Meridian Limitada (58%), a subsidiary of Yamana Gold Inc., own Agua de la Falda S.A., which was created to explore and exploit the Agua de la Falda deposit that was in production until 2005. This company has completed its feasibility study of the Jerónimo gold deposit, which contains over 2 million ounces of gold. The results of this study have not been satisfactory and the partners are studying alternatives for improvement.
e Inca de Oro S.A.: CODELCO (33%) and PanAust Minera Limited (67%) own Inca de Oro S.A., which was created in 2009 to explore, exploit and process mineral resources in Chile and abroad. The production of Inca de Oro S.A. is currently halted pending new market opportunities.
e Deutsche Giessdraht GmbH: CODELCO (40%) and Aurubis AG (60%) own Deutsche Giessdraht GmbH, a German corporation located in Emmerich, Germany. The company, which has been in existence since 1975, produces continuous copper cast wire rod. CODELCO indirectly supplies copper to Deutsche Giessdraht GmbH. On July 31, 2018, CODELCO sold its 40% ownership stake in Deutsche Giessdraht GmbH to its partner Aurubis AG after receiving approval of the transaction by Germany’s federal antitrust regulator (Bundeskartellamt). The sale included an agreement which allowed CODELCO to produce wire rod until December 31, 2018 to fulfill its sales contract obligations that expired at the end of 2018.
e GNL Mejillones S.A.: Due to the decrease and eventual termination of natural gas supply from Argentina, electrical power generation companies have experienced diminished electricity generation. For this reason, CODELCO and Suez Energy Andino S.A. through GNL Mejillones constructed an LNG re-gasification plant, which has been operating since the beginning of 2010. GNL Mejillones has the capacity to receive, process and store natural gas, with a send-out capacity of 5.5 million of cubic meters of gas per day, originating in Trinidad and Tobago and purchased from SUEZ Global LNG Ltd. under a long-term supply contract. The LNG storage tank is currently in operation. GNL has entered into a long-term agreement with E-CL for the re-gasification and storage of approximately 15 trillion BTU (British Thermal Unit).
O GNL Mejillones provides gas required by the electricity power plant in the Sistema Interconectado del Norte Grande, known as the SING, which supplies power to CODELCOs operations. The project partners have financed this project under existing take-or-pay contracts with CODELCO and other mining companies.
o As of June 30, 2019, CODELCO owned 37% of the outstanding shares of the company, and Suez Energy Andino S.A. owned the remaining 63% of the shares.
O On August 6, 2019, CODELCO completed the sale of its 37% stake in GNL Mejillones S.A. to to Ameris Capital AGE, for an amount of U.S.$193.5 million.
e Planta Recuperadora de Metales SpA: In December 2012, CODELCO (34%) together with LS Nikko (66%) formed Planta Recuperadora de Metales SpA (PRM), the purpose of which is to process intermediate
77 products derived from refining and processing copper and other metals, in order to recover copper, other metals and byproducts contained in these substances and transform them into commercial products, and also trading and distributing all classes of goods or supplies relating to such process. This entity developed and built a processing plant located in Mejillones, in the Antofagasta Region, which began its commissioning process during 2016. A 20-year contract regulates the treatment of anodic slimes produced at CODELCO refineries for the recovery of precious metals.
Salar de Maricunga SpA: In April 2017, CODELCO formed Salar de Maricunga SpA (Salar de Maricunga) to develop projects for the exploration and exploitation of lithium in Chile. In March 2018, Salar de Maricunga entered into a special lithium operating contract with Chiles Ministry of Mining for the exploration and development of a lithium project in the Maricunga salt flat in the northern Atacama Region of Chile. In 2019, CODELCO started to gather environment and social data in order to prepare the submission of an Environmental Impact declaration for exploring the Maricunga salt flat. In July 2019, CODELCO subscribed a non-binding MOU with Minera Salar Blanco S.A., which expired in 2021. In November 2020, CODELCO was granted the environmental authorization to explore lithium resources in some of its mining rights in Maricunga salt flat. This year CODELCO has continued to wait for the approvals of the different sectorial permits necessary to begin the exploration work in the Maricunga salt flat. The exploration campaign will be developed during 2022. In addition, CODELCO is seeking alternatives to consolidate the main mining properties of the Maricunga salt flat, based on a public-private alliance model, according to the guidelines of the National Lithium Policy.
Technology and Research and Development Partnerships and Associations: CODELCO has entered into associations with companies and organizations that are world leaders in research and development to increase the integration of knowledge and innovation into mining processes. The following is a representative list of such associations: o CodelcoTec SpA: CODELCO established CodelcoTec SpA (formerly, BioSigma S.A.) (CodelcoTec) in 2002 with the Japanese company JX-Nippon Mining and Metals Corporation (JX-Nippon Mining) and has since increased its participation to 99% following the exit of JX-Nippon Mining in 2016.
CodelcoTec’s mission today is the development of mining and metallurgy technological innovations, commercial development of processes and technology in the field of genomics, proteomics, and bioinformatics for the mining sector, and, in general, application of systems based on microorganisms, analysis, research, invention and creation, development, and implementation of new applications, processes, and uses for copper, molybdenum, lithium, and other byproducts of mining processes, insofar as they are directly related to greater use of copper. CodelcoTec’s mission also includes technological monitoring of copper substitutes, representation of domestic or foreign companies and individuals or legal entities, sale and purchase, distribution, trading, import and export of such substitutes and other activities relating to the foregoing.
O Kairos Mining S.A.: Kairos Mining S.A. is a company created in 2006 in association with Honeywell Chile S.A., which owns 60% (CODELCO owns the remaining 40%). Kairos Mining S.A.s purpose is to provide services for the automation and control of industrial and mining activities, and to supply related technology and software licenses;
O Ecosea Farming S.A.: CODELCO, through its subsidiary Innovaciones en Cobre S.A., was a 91.32% shareholder in EcoSea Farming (EcoSea), a technology-driven company setting the standard for aquaculture on a global scale. The companys objective was to incorporate the use of metallic copper alloy meshes for fish cultivation systems, in order to take advantage of the various benefits of copper: antimicrobial, antifouling, anti-predator, mechanically strong and infinitely recyclable. In addition, EcoSea discovered new properties that allow for lower operational costs and the expansion of offshore aquaculture in exposed areas. During 2018, CODELCO sold the technology assets of EcoSea to a group of investors and EcoSea was liquidated and dissolved.
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The following table sets forth the major mining and exploration agreements to which CODELCO is a party as of June 30, 2021:
Major Mining and Exploration Agreements (As of June 30, 2021) Partner Type Mining Co-participation in Chile
SCM El Abra Freeport-McMoRan Inc. (USA) Copper Agua de la Falda S.A. Meridian Gold Inc. (USA) Gold SCM Purén Compañía Mantos de Oro (Chile) GoldSilver Inca de Oro S.A. PanAust Minera Limited (Australia) Copper Anglo American Sur S.A. Inversiones Anglo American Sur S.A. (England); affiliates of Copper
Mitsubishi Corporation (Japan); and Mitsui 8z Co., Ltd. (Japan)
Exploration Agreement Projects
Chile Puntilla Galenosa Pucobre (Chile) Copper Cuña Project Anglo American Sur S.A Copper International Liberdade Pan Brazilian (Brazil) CopperGold JV Codelco-Xstrata Xstrata Do Brasil (Brazil) Copper Grupo Propiedades Empresa Nacional Minera de Ecuador (Ecuador) Copper
CODELCO reports its inventory of mining assets, distinguishing mineral resources and mineral reserves, according to Chilean and international regulation. The system described below for categorizing mineral ore, which is widely used within the mining industry, is codified in Chilean Law N*20,235 and is regulated by an independent Chilean private entity called the Comisión Calificadora de Competencias en Recursos y Reservas Mineras (the Commission for the Qualification of Competencies in Mineral Resources and Reserves, or CQCMRR). The CQCMRR is part of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO).
Geological Resources
Geological resources are concentrations or occurrences of materials in such form, quantity (tonnage and ore grade) and quality, based on specific geological evidence and knowledge, which allow for the calculation of the amount, ore grade and quality of the material with some level of confidence. Geological resources are identified and evaluated through exploration, reconnaissance and sampling. They are estimated based on geological knowledge about the deposit, which is based on scientific concepts concerning the formation of minerals such as oxides, sulfides and mixed ores, as well as available knowledge concerning the geological continuity of the mineralized sectors. This is based on technical parameters, such as robustness of the genetic-geological model, and its validation through drillings. Geological resources are further categorized as measured, indicated and inferred.
A resource is considered to be measured if CODELCO”s knowledge of the resource is extensive and direct; if CODELCO*”s knowledge of the resource is substantial but less extensive, it is considered to be indicated; and if CODELCOSs knowledge of the resource is only indirect, it is considered to be inferred.
Mineral Resources
Once CODELCO has achieved increased knowledge about its geological resources, it is able to generate a long-term mining plan for the exploitation of such resources, which are then considered to be mineral resources.
Mineral resources, as well as geological resources, are sub-categorized as measured, indicated and inferred.
Ore Reserves Ore reserves are defined as the economically mineable part of mineral resources. They include diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, which take into account rationally assumed mining, metallurgical, economic,
79 marketing, legal, environmental, social and governmental factors. These assessments address at the time of reporting whether extraction is justified. Ore reserves are sub-divided in order of increasing confidence from probable ore reserves to proved ore reserves. Ore reserves are a subset of mineral resources in the same way as mineral resources are a subset of geological resources. The following diagram sets forth the relationships among the different categories of resources and reserves:
Resources and Reserves, CODELCO
GEOLOGICAL RESOURCES
MINERAL RESOURCES RESERVES
Mining Plan Life – of – mine
EXPLORATION
The modifying factors: Consideration of mining, metallurgical, economic, marketing, legal, environmental, social and government factors
Chilean Code: CH20.235
Based on the methods and categories described above, CODELCO*s proved and probable reserves include
49.1 million metric fine tons of copper as of December 31, 2020, an amount that represents at least 28 years of future production at current levels. In 2019 and 2018, CODELCO*s proved and probable reserves included 50.1 and
47.6 million metric fine tons of copper, respectively. As of December 31, 2020, CODELCO'”s mineral resources include 137.9 million metric fine tons of copper, and its identified geological resources include 392.9 million metric tons of copper, for a cut-off grade of 0.2% copper.
The following table sets forth the amount CODELCO’s copper holdings by division according to the methodology described above, as of December 31, 2020:
Mineral Resources
Grade Fine Tonnage? _copper copper*> Radomiro ToMiC…………. 4,167 0.44 18.5 Chuquicamata ..uccunninano.. 1,847 0.68 12.6 Ministro Hales ….. 1,321 0.86 11.3 Gabriela Mistra 409 0.34 1.4 Salvado 800 0.62 4.9 Andina.. 4,683 0.77 36.2 El Teniente 4,586 0.78 35.9 ExplorationBusiness and Subsidiaries?……….. 2,753 0.62 17.1 Total….. 20,565 0.67 137.9
(1) Geological resources cut-off grade 0.2% copper.
(2) Mineral resources with variable cut-off grade.
80 (3 In millions of metric tons.
(4) Includes artificial geological resources Geological Resources? Grade Fine Tonnage? copper copper*) Andina .. 22,016 0.62 135.6 El Teniente 16,322 0.57 92.6 Other deposit: 3,035 0.34 10.5 Made resources 5,540 0.36 20.0
77,010 0.51 392.9
() Geological resources cut-off grade 0.2% copper.
(2 Mineral resources with variable cut-off grade.
(3 In millions of metric tons.
(4) Includes artificial geological resources
The following table sets forth the copper holdings of the world and of CODELCO using the U.S.
Geological Survey system as of December 31, 2020:
World CODELCO CODELCO*s (in millions of tons) (in millions of tons) share (%) Geological Resources 2,100 392.9 18.71% Proved and Probable Reserves 870 49.1 5.6%
(1) As defined by the U.S. Geological Survey (January 2020) and with reference to identified resources.
(2) Refers to copper holdings that are measured, indicated and inferred.
Each year, the Board of Directors must approve a long-term BDP of the Company. The first three years are subject to the approval of the Ministries of Finance and Mining. This plan must include the annual investment and financing amounts in addition to the annual profits that the Company is estimated to generate during the period. The Ministries of Finance and Mining jointly issue a decree, pursuant to which a portion of CODELCO? s profit may be allocated by CODELCO to the creation of capitalization and reserve funds.
The 2020 BDP enables CODELCO to develop a long-term mining plan. CODELCO reviews the terms of the BDP annually to update or modify it for changes in business trends.
The 2020 BDP uses inferred resources to define CODELCOS’s strategic vision for long-term resource development. However, the incorporation of such resources increases gradually over time, and the inferred resources become proved and probable reserves.
In the early stages of the 2020 BDP, production is almost exclusively based on proved and probable reserves and mining projects are at advanced stages of engineering or at the investment stage. Mining projects must support their economic evaluation based on pre-defined minimum proved and probable reserves in order to be approved for investment.
Resource Development
CODELCO controls approximately 6% of the world’s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
Potential geological resources, which have been identified by our internal exploration division as the result of projects carried out through 2020, comprise resources incorporated at different stages of exploration and have not been added into CODELCOS*s copper holdings.
CODELCOSs total potential geological resources, according to our internal estimates, are approximately 7,391 million of metric tons of ore with an 0.44% average copper ore grade, and equivalent to 32.30 million metric tons of fine copper. As explorations progress and further estimates are completed, these resources could be incorporated into CODELCO*s copper holdings.
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The following table shows the distribution of CODELCOS*s potential geological resources in all districts of CODELCO Norte and projects abroad, as of December 31, 2020:
Potential Geological Reserves’
Fine Region Ore Grade Copper Copper
CODELCO Northern District (CND) ..cocacconannonnnonncnninninnnernnnerrrenerrrrerererrrenes 3,501 0.43 15.06 Don Felipe San Andrés NW Gaby Carmen Zeus San Antonio (Greenfield) Exploradora Campamento (Greenfield)
International ExploratiON…..ocooconnnonnnnncosrmrererererrernrnerncenrr cerro rarnn cancer cor ranrnrarcnrranos 4,315 0.43 18.92 Liberdade (Brazil) Llurimagua (Ecuador)
Total… 7,816 0.43 33.98
(1) Geological resources cut-off grade 0.2% copper.
(2) In millions of metric tons.
Production Costs of Copper
CODELCOSs production costs include all costs and expenses incurred in connection with the mining and production of its copper mix and related byproducts. These production costs do not include administrative and operating costs incurred in connection with the processing of other copper products purchased from third parties.
In 2018, CODELCO*s annual production of copper was 1.68 million metric tons, or 1.81 million metric tons including the El Abra and Anglo American Sur interests. CODELCO continues to focus on controlling and limiting increases in production costs. In 2018, CODELCOSs total costs and expenses were 245.1 cents per pound, compared to 227.1 cents per pound in 2017, mainly due to the appreciation of the Chilean peso against the U.S.
dollar, lower production levels, higher input prices, reflected in higher fuel, energy and materials expenses, a non- cash charge related to a write-off of an underground mining innovation project, an impairment recognition in Ventanas Division and higher bonuses and employment benefits associated with 18 collective bargaining agreements. In 2019, CODELCO*s annual production of copper was 1.59 million metric tons, or 1.71 million metric tons including the El Abra and Anglo American Sur interests. In 2019, CODELCO*s total costs and expenses decreased by 11.6 cents per pound (4.7%) to 233.5 cents per pound, compared to 245.1 cents per pound in 2018, mainly due to Chilean peso depreciation against U.S. Dollar and cost cutting initiatives, partially offset by lower production levels in connection with weather disruptions in the northern area of Chile, a 14-day strike at the Chuquicamata mine and upgrades at the Chuquicamata and Salvador smelters that suspended operations temporarily.
In 2020, CODELCO’s annual production of copper was 1.62 million metric tons, or 1.73 million metric tons including the El Abra and Anglo American Sur interests, the total costs and expenses increased by 8.6 cents per pound (3.7%) to 242.1 cents per pound, compared to 233.5 cents per pound in 2019 and 245.1 cents per pound in to 2018, mainly due to higher depreciation and amortization expenses and negative foreign exchange difference on liabilities denominated in Chilean peso. For the first six months of 2021, CODELCOS*s total costs and expenses increased by 20 cents per pound (9.0%) to 240.7 cents per pound, compared to 220.7 cents per pound for the same period in 2020, mainly due to higher input prices, such as electricity and diesel and appreciation of the Chilean peso against the U.S. Dollar and negative foreign difference on liabilities denominated in Chilean peso.
In 2020, CODELCOS*s total cash cost was U.S$4.5 billion compared to U.S.$4.9 billion in 2019 and
U.S.$5.1 billion in 2018. For the first six months of 2021, CODELCO’s total cash cost was U.S.$4.2 billion, compared to U.S.$3.6 billion for the same period in 2020. Because a significant portion of CODELCOS*s costs are denominated in Chilean pesos, the depreciation of the Chilean peso against the U.S. dollar reduces CODELCO’*s cash costs in U.S. dollar terms and, on the other hand, the appreciation increases these costs. See Exchange Rates.
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In 2013, CODELCO also implemented a productivity and cost structured project intended to lower costs and increase production. The initiative is comprised of: (i) performance optimization to minimize operational disruption; (ii) budget optimization to identify expendable and necessary contracts to control the budget for third-party services costs; (iii) energy and input costs optimization marked by a review of energy and main inputs contracts; and (iv) a review of hygienic factors and costs, such as travel expenses and consulting services. Moreover, CODELCO has also created a new Vice President for Productivity and Costs position with the aim of increasing productivity, reducing costs and enhancing the cost control program.
The main energy sources for CODELCO”s operations are electricity, liquid fuels (such as diesel, fuel oil and gasoline) and natural gas. Since 2004, there has been a restricted supply of natural gas from Argentina.
CODELCOSs production costs have increased due to these shortages, having to rely on electricity generated from more expensive sources, such as diesel, oil or coal, and these increased costs have adversely affected CODELCO’s results of operations.
In late 2009 and early 2010, as a palliative measure given the adverse effects of Argentinas restriction and in order to stabilize future energy costs, CODELCO entered into electrical supply agreements at competitive prices for a 15-year period for its facilities in the Chuquicamata Division and for a 30-year period for facilities in the middle-south region of Chile. Both agreements include the creation of new electrical generation capacity based on coal. Furthermore, in 2018 CODELCO entered into an extension of the Chuquicamata Division contract for an additional 11 years. This new agreement, effective as of 2025, provides for the creation of new electrical generation capacity based on renewable sources. Additionally, in early 2010, CODELCO entered into a five-year supply contract for liquid fuels with the main Chilean fuel distributors. In 2015, after the expiration of this contract, CODELCO entered into a new five-year supply contract for liquid fuels. In August 2011, CODELCO entered into two energy and power supply agreements with Norgener S.A. for the Mina Ministro Hales Division and the Radomiro Tomic Division. CODELCO began to receive energy under these contracts in 2011 for Mina Ministro Hales and began in 2017 for Radomiro Tomic, in each case lasting until 2028. During 2014, AES Gener S.A. took over Norgener S.A., assigning CODELCO’s contract to AES Gener S.A. These energy supply contracts are expected to meet all of CODELCO’s power requirements. In April 2012, CODELCO renewed a contract with Pacific Hydro, involving the purchase of power generation of the Coya and Pangal hydroelectric plants, for 12 years.
Since CODELCOSs sale of the Coya and Pangal hydroelectric plants to Pacific Hydro in 2004, Pacific Hydro and CODELCO have entered into similar supply contracts to purchase the injected energy produced by these hydroelectric plants.
CODELCO continues to develop and refine its mine management practices and programs to limit and reduce its costs. These initiatives include the following: (i) improved deposit identification and mining techniques; (ii) the implementation of early retirement plans and workforce reduction programs; (iii) an investment in human capital and continuing to attract and retain a world-class management team and professionals of the highest caliber; (iv) improved utilization of equipment and inputs used in the processes of copper production to increase productivity and efficiency; and (v) the development of key projects, specifically the new mine level at El Teniente, the Andina plant reallocation and the Chuquicamata underground projects.
Marketing General
Four of CODELCO*s wholly-owned subsidiaries and 12 of its sales representatives cover over 35 countries around the world. The following table shows the breakdown of CODELCO’s sales by product type including third-party products for the three years ended December 31, 2020 and the six-month period ended June 30, 2021:
Copper Sales by Product Type (in thousands of metric tons)
For the six-month period ended Year ended December 31, June 30, 2018 2019 2020 2021 ¡AAA 1,231 1,076 1,233 587
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Blisters and ANOS ..cococnonncnnncnnncnoronconconcernces rar rrrnorrennes 136 58 104 45 Concentrates 529 721 611 285
1,896 1,856 1,948 917
CODELCOSs marketing strategy is focused in three major areas: e Establishing long-term relationships. CODELCO encourages sales through annual contracts and direct long-term relationships with copper consumers.
e Quality and sales service. CODELCO focuses on product quality and sales service based on timeliness, scheduling and conditions of product delivery.
e Diversification. CODELCO has a geographically diverse sales portfolio.
Pricing and Hedging
The substantial majority of copper produced by CODELCO is sold under long-term contracts of at least one year to customers that have long-term relationships with CODELCO. The specific commercial terms of these contracts are negotiated annually by the parties for the following calendar year. Recently, and as part of a revamped commercial strategy, CODELCO has agreed to sell copper under a rolling deal format known as evergreen contracts with certain key customers. CODELCO*s evergreen contracts have an initial duration of three years from the effective date and, unless terminated by either party, are automatically renewed for an additional year at the end of the original term. The main advantage of evergreen contracts is to lock-in sales to key customers (and for customers to have a guaranteed supply of raw material from a key supplier) over a longer period of time. For both annual and evergreen contracts, the premium over the base price is negotiated annually and the base price is the LME cash settlement averaged over the quotation period, which according to CODELCOs commercial policy is the month following the contractual or scheduled month of shipment (referred to as M+1). Products that are not committed under long-term contracts (which represent a small percentage of CODELCOs annual volume) are sold throughout the year at the prevailing conditions of the spot market to either consumers or merchants.
CODELCO applies a premium policy in sales of its Grade A cathodes. Premium amounts for different markets are adjusted in accordance with prevailing ocean freight costs and keyed to the standard terms of payment in different markets, as well as to the individual characteristics and competitive conditions of those markets. For 2020, the base premium for CIF shipments (including shipping and insurance costs) to Rotterdam was set at U.S.$98 per metric ton, compared to U.S.$98 per metric ton in 2019 and U.S.$87 per metric ton in 2018. The estimated base premium for 2021 is U.S.$98 per metric ton.
CODELCO sells its copper concentrates under long-term contracts. These contracts generally have three-year terms with fixed volume. As a general rule, contracts covering one-third of the terms on one-third of the volume are negotiated on a yearly basis. The sale price is based on world metal prices and is generally tied to the LME settlement prices for Grade A copper cathodes minus certain treatment and refining charges.
Molybdenum is sold mainly to steel producers and merchants under annual sale contracts. Sales prices are based on prevailing monthly averages of molybdenum dealer oxide highlow prices as quoted in Metals Week for a quotation period, generally the month following the scheduled month of shipment.
CODELCO has hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility in the past. CODELCO currently does not have any hedged production commitments and therefore there is no relevant impact from hedging. See notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements.
CODELCO also periodically enters into futures contracts with respect to sales of its own copper in order to provide protection against fluctuation in the sale price paid by them in connection with such sales.
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See Risk Factors-Risks Relating to CODELCOs Operations-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, notes 27 and 28 to the Consolidated Financial Statements and notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements for further details regarding CODELCOS*s hedging activity.
Major Export Customers
As discussed above, most of CODELCO”s customers receive shipments on a monthly basis. Consequently, CODELCOSs sales volume is relatively consistent throughout the year. CODELCOS*s sales of copper in 2020 were geographically diversified, with approximately 51% of sales made to Asia, including 38% to China, 12% of sales made to Europe and 36% to North and South America and 1.2% of others. CODELCO’s top ten customers purchased approximately 41.2% of its total copper sales volume in 2019.
The following table shows CODELCO’s copper sales for the three years ended December 31, 2020 to CODELCOSs top export markets and in Chile:
CODELCOSs Copper Sales by Destination (in thousands of metric tons)
2018 2019 2020 869 656 754 United States . 248 273 278 South Korea . . 107 113 99 201 251 323 82 79 64 72 73 90 17 1 48 30 30 19 43 42 31 48 74 68 31 48 44 22 3 8 25 22 37 5 5 1 14 31 13 5 6 9 7 8 5 8 6 – 32 – 3 33 135 105 1,899 1,889 1,971
(1) In 2020, CODELCO sold 19 thousand metric tons to Peru and 19 thousand metric tons to Finland.
The sales to China increased in 2020 compared to 2019 primarily driven by stronger demand at the end of the year related to the recovery in the economy of China after the COVID-19 pandemic.
Competition
CODELCO believes that competition in the copper market is based upon price, quality of product and timing of delivery. CODELCO’s products compete with other materials, including aluminum and plastics.
CODELCO competes with other mining companies and private individuals in connection with the acquisition of mining concessions and mineral leases and in connection with the recruitment and retention of qualified employees.
Employees On December 31, 2020, CODELCO employed 15,867 employees as compared to 17,395 employees as of December 31, 2019. CODELCO spent U.S.$4.6 million during 2019 on staff development and training. A total of
247,214 hours of training were held, with 13,280 employees attending multiple courses. CODELCO employed an average work force of 16,447 persons during the twelve months of 2019.
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As of December 31, 2020, approximately 93.2% of CODELCO’s employees were covered by collective bargaining agreements with labor unions. Most of these collective bargaining agreements have terms of two to three years.
In the six-month period ended June 30, 2021, CODELCO negotiated four collective bargaining agreements and one additional collective bargaining agreement signed in September 2021, with no conflicts or work stoppages.
Most recently CODELCO experienced a 21-day strike involving two labor unions from the Andina Division and 24- day strike involving one labor union also from Andina Division.
In 2019, CODELCO negotiated eight collective bargaining agreements with no conflicts or work stoppages, except for one 14-day strike involving approximately 3,200 union workers in the Chuquicamata Division. In 2018, CODELCO negotiated 18 collective bargaining agreements. Twelve collective bargaining agreements, covering a total of 7,081 employees at the Andina Division, Salvador Division, Mina Ministro Hales Division, El Teniente Division and Gabriela Mistral Division, were negotiated ahead of schedule without any conflicts or work stoppages.
Five collective bargaining agreements, covering a total of 2,601 employees at the Radomiro Tomic Division, Mina Ministro Hales Division, Chuquicamata Division and our headquarters, were negotiated on schedule without any conflicts or work stoppages. The remaining collective bargaining agreement was reached at the conclusion of the 39- day strike with the workers from the Andina Division.
CODELCO has experienced material work slowdowns, work stoppages and strikes in the past.
In July 2015, the Copper Workers Confederation (the CTC) organized an illegal 22-day strike that primarily affected the Salvador Division and, to a lesser extent, the Mina Ministro Hales Division. In August 2015, the CTC, AGEMA and CODELCO, in its role as facilitator, agreed to a protocol for the commencement of a dialogue. Since then, there have been additional conversations, none of which have resulted in a review or extension of the existing agreement, as intended by CTC. There can be no assurance that further work slowdowns or stoppages with the CTC will not occur in the future.
As of June 30, 2021, there were 20,330 employees of regular independent operating contractors and 17,755 employees of contractors involved in the development of CODELCOS*s investment projects.
Work slowdowns, stoppages and other labor-related events could increase CODELCO’s independent contracting costs, which could have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO. See Risk Factors-Risks Relating to CODELCO’s Operations-Labor disruptions involving CODELCO’s employees or the employees of its independent contractors could affect CODELCOSs production levels and costs. In addition, pursuant to the Labor Code of Chile, CODELCO could be held liable for the payment of labor and social security obligations owed to the employees of independent contractors (or their subcontractors) if the independent contractors (or their subcontractors) do not fulfill those payment obligations. CODELCO has agreed with a Government of Chile agency to provide a framework to facilitate this agencys supervision of the labor and social security obligations owed by the independent contractors to their employees.
As part of its compensation plan, CODELCO offers each employee the opportunity to partially finance the purchase of a first home or to obtain other personal loans granted through each employee*s severance plan. Such home loans have a term of up to 15 years, and such personal loans have a term of less than one year. Loans of both kinds provide for interest rates of actual inflation plus a margin of between 1% and 5%. As of June 30, 2021, an Daggregate principal amount of U.S.$112 million of these loans was outstanding.
Number of Employees by Division
January to December Variation (%) January to June Divisions 2018 2019 2020 20192020 2021 Chuquicamata …. 5,601 5,155 4,244 (17.73% 3,779 Radomiro Tomic 1,258 1,220 1,220 0.0% 1,229 Gabriela Mistral. 550 501 457 (8.8) 459 Mina Ministro Hales 780 777 766 (1.4) 764 Salvador 1,661 1,517 1,438 (5.2) 1,439
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1,719 1,623 1,500 (7.6) 1,439
4,378 4,154 3,939 (5.2) 3,916
606 578 577 (0.2) 786 Ventanas …. .. 895 845 823 (.6) 757 Shared Services (Vice Presidency of Projects)… 944 982 860 (12.4) 831 Internal Auditing . 34 42 43 2.4 39
18,426 17,395 15,867 (8.8) 15,437
0) Average number of employees for the periods presented.
Chile Law N*20,123 of 2007 (the Chile Subcontracting Law) governing subcontractors provides incentives for companies to ensure that contractors and subcontractors comply with labor, health and safety regulations and standards with respect to their own employees. The Chile Subcontracting Law gives companies the right to request that contractors provide information on the status of their payment of labor and social security obligations to their employees prior to the companys payment of amounts due to contractors. Additionally, companies have the right to withhold payments due if the contractors cannot provide evidence that they have fulfilled their labor and social security obligations. Finally, companies are required to pay contractors pending labor and social security obligations with the amounts withheld from the contractors. It also regulates the provision of temporary services by contractors and subcontractors, enabling the creation of specialized and regulated companies for this specific purpose (Empresas de Servicios Transitorios) and defining the specific events under which companies may hire for temporary services.
Occupational Health and Safety
CODELCO, through its structural project on occupational safety and health, has established occupational health and safety performance indicators aimed at avoiding serious and fatal accidents and occupational illnesses. In 2018, there were four fatalities involving CODELCO personnel and CODELCO contractors. In 2019, 2020 and 2021 through the date of this offering memorandum, there was one fatality in each of the periods mentioned involving CODELCO personnel or contractors.
In 2019, the current total number of lost time accidents was 108 and the accident frequency was 0.70 accidents per million hours worked. The total number of lost time accidents in 2020 was 95 and the accident frequency rate was 0.83 accidents per million hours worked. As of June 30, 2021, the current total number of lost time accidents is 57 and the accident frequency is 0.97 accidents per million hours worked.
Comptroller General of the Republic
During 2017, the Comptroller issued three declarations (Opinions N*15.759 and N*18.850, both from 2017, and Final Auditor Report (Informe Final de Auditoria) N9002016, from a 2016 audit) that affect CODELCO. Two of these declarations are opinions related to labor relations that: (i) query whether CODELCO could provide greater benefits to its employees than those currently established by law and (ii) state that, although CODELCO may continue to engage in collective bargaining with its employees, the Comptroller reserves the right to evaluate the amounts agreed upon. The third declarations was the result of an audit report, which maintained that CODELCO was subject to the provisions of the Public Procurement Law (Law N*19,886) that relates to: (i) the prohibition on contracts between related parties and (ii) the mandatory public tender of contracts through the rules that apply to public services. CODELCO has filed administrative appeals against all three declarations issued, and subsequently filed an action of annulment against the three declarations issued by the Comptroller. The action of annulment was denied and in October 2020 CODELCO appealed the decision. A final ruling is still pending.
Although CODELCO does not question the competence of the Comptroller, CODELCO disputes the standard on which the Comptroller is basing its conclusions. As of the date of this offering memorandum, CODELCO has estimated a negative effect of approximately U.S.$100 million due to a reduction in production related to the delay in awarding specific contracts and the delay of investments. A final decision regarding this matter is pending.
Legal Proceedings
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CODELCO is party to various legal proceedings in the ordinary course of business. Other than as disclosed in this offering memorandum, CODELCO is not currently involved in any litigation or arbitration proceeding, including any proceeding that is pending or threatened of which we are aware, which we believe will have, or has had, a material adverse effect on the Company. Other legal proceedings that are pending against or involve us and our subsidiaries are incidental to the conduct of our and their business. We believe that the ultimate resolution of such other proceedings individually or on an aggregate basis will not have a material adverse effect on our consolidated financial condition or results.
Labor-Related Proceedings
We are a party to various legal actions involving labor claims of unions and former and present employees.
These labor disputes relate to working conditions, union practices, improper termination and discrimination. We do not expect these disputes to have a material adverse effect on our financial condition or future results of operations.
Other Proceedings
In October 2020, CODELCO, on the one hand, and Santa Elvira S.A., Mining Services Group S.A. and Sociedad de Servicios para la Minería Limitada (collectively Santa Elvira) on the other, simultaneously filed reciprocal arbitration claims under an agreement with CODELCO*s El Salvador Division, for disputes related to charges and payments between 2012 and 2018. CODELCOS*s claims amount to approximately U.S.$315 million and Santa Elvira is claiming payment for works allegedly executed for approximately U.S.$75 million. The proceedings are in the early stages and a final ruling is pending.
In July 2020, the State Defense Council filed a claim against CODELCO seeking environmental rehabilitation measures for alleged environmental damage to water sources and vegetation surrounding the Salar de Pedernales due to surface and underground water use between 1994 and 2017 by CODELCO'”s El Salvador Division. The proceedings are currently in the discussion period. On November 16, 2020, CODELCO filed its response, and subsequently the parties to this proceeding agreed to and filed a settlement agreement, which was approved by the Environmental Court.
In October 2019, CODELCO was served notice of a civil claim filed by relatives of 139 former employees from its Andina division, alleging that working conditions caused the former employees to contract silicosis claiming compensation on behalf of the former employees. The claim requests compensation in an aggregate amount of approximately U.S.$15.1 million. The proceedings are currently in the discovery period and a final ruling is still pending.
In October 2019, CODELCO and Colbún S.A. simultaneously filed for the initiation of arbitration proceedings in respect of a dispute under a power purchase agreement between them. The purpose of this arbitration is to seek a determination on which party is ultimately responsible for bearing the cost of the emissions taxes set forth under Law 20,780, which allegedly affect the thermoelectric plant associated with the power purchase agreement. The relevant taxes amount to approximately U.S.$14 million to U.S.$15 million per year for the duration of the power purchase agreement, which expires in 2044, unless terminated earlier. The proceedings are currently in the discovery period. and a final ruling is pending.
In July 2019, Ingeniería y Maquinarias Indak Limitada et al. filed a civil a claim against CODELCO claiming payment of damages, loss of profits, loss of opportunities and moral damages, plus interest thereon, in the amount of approximately U.S.$46 million. The proceedings are currently in the discovery period. A final ruling is still pending.
In April 2018, Trebol Minerals S.A. filed a civil claim against CODELCO*s El Salvador Division claiming payment of unpaid services, damages, loss of profits and moral damages, plus interest thereon, in the amount of approximately U.S.$12 million. The proceedings are currently in the discovery period. A final ruling is still pending.
In April 2017, Sociedad Comercial IMS Ltda. filed a commercial claim against CODELCO requesting specific performance of an alleged agreement to supply uniforms for workers, as well as damages under several
88 concepts that, in the aggregate, amount to approximately U.S.$14.2 million. A final ruling is still pending.
CODELCO believes that it has meritorious defenses to the claims against it and, accordingly, is vigorously defending its rights and interests in these proceedings.
For additional details related to CODELCOSs litigation and contingencies and amounts of probable loss with respect to lawsuits and legal actions, see note 29 to the Consolidated Financial Statements.
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OVERVIEW OF THE COPPER MARKET
Copper is an internationally traded commodity, the price of which is effectively established on terminal markets including the LME and COMEX. The following table sets forth quarterly average prices for refined copper since 2018 on the LME:
Average Copper Price (U.S.cPound) 2018 First Quarter… 315.7 Second Quarte: 311.7 Third Quarter 276.9 Fourth Quarter… 280.0 2019 First QUArtel cooconconcoconconononnnnconononncnononn cnn nnon non annonnnne Ron ene neOnR RR an Dn O nn On Ann RRE ORO R RN RON RON OR R Dn RN Ron RRRRnRonnn nana Dnnnnonaananes 281.9 Second Quarter. 277.3 Third Quarter. 263.2 Fourth Quarter 266.8 2020 First QUarteT.ooocoocconicconncnononnnncononconcnnononn ono nnonononn on DnonR DR Dn R nea Ann anR ORO GR On Ann RR ORO RAN RON RR OR RON ON Ran RnROnnonnn non nenannanannanns 255.7 Second Quarter. 243.0 Third Quarter. 295.7 Fourth Quarter 325.1 2021 First Quarter… 385.7 Second Quarte: 440.0
Source: London Metal Exchange, Monthly Average Settlement.
The following graph compares average market prices for copper and the level of LME, Shanghai Metal Exchange and COMEX inventories from 1996 through June 30, 2021:
Copper Prices and Inventories on Commodities Exchanges
*000 tons cb
Source: Metal Exchanges: London, COMEX and Shanghai.
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Historically, copper prices have been subject to wide fluctuations and are affected by numerous factors, including international economic and political conditions, levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by producers and others and actions of participants in the commodities markets. To a lesser extent, copper prices are also subject to the effects of inventory carrying costs and currency exchange rates. In addition, the market prices of copper have occasionally been subject to rapid short-term changes.
See Risk Factors-Risks Relating to CODELCOs Operations -CODELCOS*s business is highly dependent upon the price of copper.
Opportunities for Copper
Since 2005, copper prices have experienced significant volatility. LME copper prices averaged 2.80 cents per pound in 2020 and 272.1 cents per pound in 2019, and compared to 295.9 cents per pound in 2018. While higher copper prices in 2020 compared to prices in 2019 reflected an increased in global demand, higher expectations on China and disruptions on the supply side, lower prices in 2019 reflected concerns on the trade dispute between China and the U.S. and its impact on the global growth. See Risk Factors-Risks Relating to CODELCOSs Operations-CODELCOSs business is highly dependent upon the price of copper.
There is also increased general use of copper tubing, particularly in air conditioning systems. The quantity of copper consumed in electrical applications in cars, trains and other vehicles has also increased. In the electricity generation and transmission area, the control of energy losses and a growing concern for higher energy efficiency are factors that have tended to increase demand for copper, becoming the main copper usage. The termination of widespread substitution of aluminum for copper in overhead high-voltage transmission lines also bodes well for the metals future.
Historically, demand and supply of copper have demonstrated continued growth during periods of oversupply as well as periods of overconsumption. The following graph shows the historical development of copper supply, demand and stocks in the world from 2000 through 2019 (in thousands of metric tons):
Refined Copper Supply and Demand Worldwide Balance
25,000 1,500 a Balance == Production == Consumption
24,000
1,250 23,000
1,000 22,000
750 21,000
20,000 500
19,000 250
18,000 +
17,000
16,000
15,000 +
-750
14,000
13,000 LíóáóA A A > 9N5>NN5N=5==5===5===5- -1000 vToz sToz 9roz £Toz gr oz 6r oz 0z.0z
Source: CODELCO, internal data (April 2021)
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REGULATORY FRAMEWORK Overview of the Regulatory Regime
CODELCO is a mining, industrial and commercial state-owned enterprise of indefinite duration with its own legal personality and capital. CODELCOSs relationship with the Government of Chile is conducted through the Ministry of Mining. CODELCO was incorporated pursuant to Decree Law 1,350 of 1976, as amended by Law 20,392, published in the Official Gazette on November 14, 2009, and effective as of March 1, 2010.
CODELCO is governed by Decree Law 1,350 and by Decree 146 of August 12, 1991, as amended (to conform the same with Law 20,392) by Decree N93 of January 13, 2012 issued jointly by the Ministries of Finance and Mining, and published in the Official Gazette on July 4, 2012, which sets forth CODELCO*s current bylaws, and the general legal framework applicable to private companies regarding public disclosure (rules applicable to publicly held companies), and other applicable regulations. CODELCO*s principal corporate purpose is to exercise all rights acquired by Chile pursuant to the nationalization of the Chilean mining industry, namely mining, exploration and the development of mining deposits and other rights belonging to Chile at the time of CODELCOSs incorporation in 1976.
Principally, the amendments to Decree Law 1,350 contained in Law 20,392: (i) introduce best corporate governance practices in conformity with recommendations made by the Organization for Economic Co-operation and Development to CODELCOS*s legal framework; (ii) make applicable the provisions of Law 18,046, (the Corporations Law), to CODELCO; and (iii) vest in the President of Chile the authority and prerogatives afforded to the shareholders of a corporation (sociedad anónima) under Chilean law, who may delegate such authority to the Ministries of Finance and Mining, jointly. In addition, the amendments introduced significant changes to the structure, designation and authority of the Board of Directors of CODELCO: (i) there are no longer board member positions for the Ministers of Finance and Mining, nor for a representative of the armed forces; (ii) directors must (a) hold a professional degree granted by a State-run or State-recognized university or college or by an equivalent foreign university and (b) have at least five years working experience as board members, managers, administrators or main executives at public or private companies; (iii) directors representing the workers and foremen are no longer appointed directly by the President of Chile, but rather are appointed by the President of Chile from short-lists presented by the Federación de Trabajadores del Cobre (FTC) and both the Federación de Sindicatos de Supervisores del Cobre (FESUC) and the Asociación Nacional de Supervsores del Cobre (ANSCO), respectively; and (iv) directors are subject to the rules governing the rights, obligations, responsibilities and prohibitions established in the Corporations Law.
CODELCO is subject to the supervision of: (i) the Chilean securities authority, the CMF, on the same terms as publicly held corporations (CODELCO is registered under the Securities Registry N*785 of the CMF) and (ii) the Chilean Commission of Copper (Comisión Chilena del Cobre, or COCHILCO) or the governmental agencies that, among other authorities, are responsible for examining the compliance with certain regulations applicable to CODELCOS*s activities and report the relevant findings to its Chief Executive Officer. Furthermore, other government agencies in charge of specific areas, such as taxes and customs, exercise their legal authorities with respect to CODELCO as they do in regard to any other company of the Chilean private sector. The Lower House (Cámara de Diputados) of the Chilean Congress also maintains an overarching authority to oversee CODELCO in the exercise of its constitutional duties.
Chilean law requires CODELCO to obtain the approval of the Ministry of Finance before it can assume any financial indebtedness and before it can acquire assets outside Chile with financial or payment terms exceeding one year. Although CODELCO is 100% owned by it, the Government of Chile is not legally liable for CODELCOSs obligations unless expressly guaranteed by the Government of Chile, nor do such obligations form any part of the direct public debt of the Government of Chile. A constitutional amendment would be required to allow private participation in CODELCOs ownership.
Each year, the Board of Directors must approve the BDP report of the Company for the following three years, subject to the approval of the Ministries of Finance and Mining. This plan must include the annual investment and financing amounts in addition to the annual profits that the Company is estimated to generate during the period. The Ministries of Finance and Mining jointly issue a decree pursuant to which a portion of CODELCOSs profit may be allocated by CODELCO to the creation of capitalization and reserve funds.
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CODELCO*s Board of Directors must also submit its proposed annual budget to the Ministries of Finance and Mining for approval. In addition, Decree Law 1,350 requires CODELCO to include as part of its proposed annual budget a debt amortization budget that includes interest and principal payments on CODELCOs debts, including the notes. CODELCOs budget and financial statements are subject to both internal and external controls. CODELCO’s Board of Directors is responsible for monitoring its operations, and CODELCO retains independent auditors to audit its consolidated financial statements and an internal comptroller to review its finances, accounting and administration.
CODELCO*s Board of Directors approved corporate governance guidelines consistent with its high transparency, probity and accountability standards which: (i) establish limits and controls on the use of resources of the Board of Directors; (ii) implement a transparent and traceable system for the handling of hiring requests, promotions and redundancies of CODELCO*s officers and employees; (iii) regulate the relationships between members and management of the Board of Directors with related parties; and (iv) establish guidelines for corporate speakers. CODELCO*s Board of Directors also agreed to consider directives that: (1) regulate lobbying activities within CODELCO; (ii) strengthen and reform internal audit systems; and (iii) strengthen policies to avoid any conflicts of interest.
Mining Regulations
Legal framework. CODELCOS”s exploration, mining, milling, smelting and refining activities are subject to Chilean laws and regulations which are generally applicable to all Chilean companies in the mining sector. The legal framework which regulates CODELCO as a holder of mining concessions is contained in the Chile’s Constitution, the Constitutional Law Governing Mining Concessions (Law 18,097 of January 21, 1982) and the Mining Code (Law 18,248 of October 14, 1983). Under Chilean mining law, Chile is the owner of all mineral and fossil substances, regardless of who owns the surface land in which such substances are located. Private persons and companies may obtain mining concessions for exploration and exploitation. These concessions are granted by judicial resolutions in accordance with the Mining Code.
Mining concessions are transferable, mortgageable and irrevocable and regulated by the same civil law that regulates real estate rights generally. Generally, the owner of a mining concession may occupy as much of the surface land as is necessary for mining activities upon the creation of a mining easement or upon other authorization given by the land owner, such as a lease agreement or a license. Mining easements can be obtained by way of direct negotiation with the surface land owner or, if the latter opposes, by way of a summary procedure before the relevant court. Regardless of how the mining easement is obtained, the party granting the easement is entitled to compensation should the mining activities and works caused by the owner of the mining concession cause damage. Exploitation concessions have an indefinite duration. Exploration concessions are granted for two years and may be extended for a maximum of two additional years subject to waiving at least half of the area originally allocated. Prior to the expiration of the first or the second two-year period, the owner of exploration concessions has priority in applying for exploitation concessions over the area comprised by exploration concessions.
Owners of mining concessions must pay an annual fee equivalent to approximately U.S.$1.33 per hectare in the case of exploration concessions and approximately U.S.$6.66 per hectare in the case of exploitation concessions. However, the latter fees, within certain limits, may be credited to income taxes originated through the exploitation of the concession. Payments of the annual fees must be made in March of each year. Failure to make the annual fee payments may result in the loss of title to the concession through its auction.
CODELCO owns mining concessions granted by the Constitution and the Chilean Ordinary Courts for its exploration and exploitation operations. Some of these concessions were previously held by foreign private mining companies before being transferred to Chile in 1971 and subsequently to CODELCO upon its incorporation in
1976. CODELCOSs principal concessions are those which give rights to the mineral deposits of the Chuquicamata, El Teniente, Andina, Salvador, Radomiro Tomic, Gabriela Mistral and Mina Ministro Hales Divisions.
CODELCOSs concessions relating to land that is currently being mined essentially grant an indefinite right to conduct mining operations in that land, provided that annual concession fees are paid. In 2018, CODELCO paid total concession fees of U.S.$7.5 million. In 2019, CODELCO paid total concession fees of U.S.$8.4 million and in 2020, CODELCO paid total concession fees of U.S.$7.3 million,
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Pursuant to the Mining Code, all mining concessions, as well as certain raw materials, assets and other property permanently dedicated to the exploration or extraction of minerals cannot be subject, except in extremely limited circumstances, to an order of attachment. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits exploited by CODELCO upon its incorporation 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 Risk Factors- Risks Relating to the Offering-In case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
Environmental Regulations
CODELCOSs operations are subject to national, regional and local regulations as well as international treaties subscribed by the Government of Chile and enacted as Chilean domestic law regarding the protection of the environment, natural resources and the effect of the environment on human health and safety, including laws and regulations concerning water, air and noise pollution, the handling, disposal and transportation of hazardous waste and occupational health and safety.
The General Environmental Law (Law N*19,300), enacted in March 1994 and modified by Law N*20,417, enacted in 2010, establishes the general environmental legal framework in Chile, including the establishment of a range of environmental management mechanisms known as the Environmental Impact Assessment System (Sistema de Evaluación de Impacto Ambiental), the Emission Standards and the Environmental Quality Standards, among others. Chilean environmental laws and regulations, and the enforcement thereof, have become increasingly stringent since 2010 and even more due to recent changes. Such amendments include, among other significant modifications, the creation of a new institutional framework comprised by: (i) the Ministry of the Environment (Ministerio del Medio Ambiente); (ii) the Council of Ministers for Sustainability (Consejo de Ministros para la Sustentabilidad); (iii) the Environmental Assessment Service (Servicio de Evaluación Ambiental); (iv) the Bureau of the Environment (Superintendencia del Medio Ambiente); and (v) the Environmental Courts (Tribunales Ambientales), each of which are in charge of designing, evaluating and enforcing laws and regulations relating to projects and activities that could have an environmental impact.
These institutions are fully operational. Recent legal and regulatory changes are likely to impose additional restrictions or costs on CODELCO and also increased fines due to non-compliance with such laws and regulations, relating to environmental litigation and protection of the environment, particularly those related to flora and fauna, wildlife protected areas, water quality standards, mine closure, air emissions, and soil pollution. Since the Bureau of the Environment became fully operational on December 28, 2012, infringement of environmental regulations may result in fines of up to approximately U.S.$8.7 million, the closure of facilities and the revocation of environmental approvals. As described in more detail below, CODELCO incurs, and may be required in the future to incur, substantial capital and operating costs related to environmental compliance. However, many of these costs are inextricably intertwined with the operation of CODELCOS*s business as a whole.
The General Environmental Law, as complemented by additional regulations, enables the Government of Chile to: (i) bring administrative and judicial proceedings against companies that violate environmental laws; (ii) close non-complying facilities; (iii) revoke required operating licenses; (iv) require that companies to submit their projects for environmental evaluation as required by applicable law; and (v) impose sanctions and fines when companies act negligently, recklessly or deliberately in connection with environmental matters. The General Environmental Law also grants citizens the right to bring civil actions against companies that are not in compliance with environmental laws and regulations when such companies have caused environmental damage, as defined in such law, after such non-compliance has been established by a judicial proceeding. As of the date of this offering memorandum, one of these proceedings involves CODELCO, for an action brought by citizens against all the companies that operate in the Ventanas area and the Ministry of the Environment. CODELCO is unable to fully assess at this time the potential cost of compliance.
In 2016, the Bureau of the Environment presented claims against the Ventanas Division for the infringement of environmental regulations and permits. In response, CODELCO presented a Compliance Plan (Programa de Cumplimiento), which allows the Ventanas Division to comply with the Bureau of the Environment’s requirements in a specified term and once successfully executed it may absolve the infringer from fines or sanctions. This Compliance Plan was approved by the Bureau of the Environment in 2016 and was implemented by CODELCO. In 2017 the Environmental Court required a complement of this plan to include the
94 evaluation of possible environmental consequences. CODELCO presented the required information and on November, 28, 2018 the Bureau of the Environment approved the Compliance Program as satisfactorily fulfilled.
This approval decision was later appealed and ultimately upheld in August 2020 by the Environmental Court. In September 2020, the Environmental Court’s ruling was appealed. A final decision from the Supreme Court is pending.
Additionally, citizens affected by environmental pollution may file a petition for relief to Chilean Courts of Appeal, requiring the suspension of the offending activity and the adoption of protective measures through the judicial process called recurso de protección (constitutional protection action).
Tf determined that CODELCO violated its environmental permits, the Bureau of the Environment could impose a fine on CODELCO and could require CODELCO to implement environmental compensation and mitigation measures. There can be no assurance that the Bureau of the Environment, as a result of the Supreme Court decision, will not impose additional fines or require that additional measures be taken. As of the date of this offering memorandum, CODELCO has not assessed a potential loss as probable or such loss is not estimable.
The General Environmental Law and its regulations contain certain rules on Environmental Impact Assessment, which have been in effect since April 1997, and that provide that CODELCO must evaluate the environmental impact of any future project or activity listed in article 10 of Law 19,300 by means of an environmental impact declaration or an environmental impact study depending on the significance of the environmental impacts associated. CODELCO has conducted these environmental impact declarations and studies pursuant to the General Environmental Law.
Chile has adopted environmental regulations requiring companies operating in Chile, including CODELCO, to undertake programs to reduce, control andor eliminate certain environmental impacts. CODELCO has undertaken a number of environmental initiatives to comply with such regulations. From 2012 to 2019, CODELCO invested U.S.$3.6 billion in environmental projects, and plans to continue implementing pollution abatement plans through additional capital investments amounting to U.S.$439 million in 2020 and U.S.$490 million in 2021. In 2020, CODELCO allocated U.S.$273 million to environmental projects, including the expansion of the Talabre, Ovejería and Carén Tailings dams in the Chuquicamata, Andina and El Teniente Divisions and various projects in Chuquicamata, Potrerillos and Caletones smelters in order to comply with the new regulation regarding atmospheric emissions. Additionally, as part of its pollution abatement efforts, CODELCO continues to implement water recovery systems, the costs of which are also budgeted in CODELCO’s pollution abatement plan, to conserve resources and minimize pollution of natural water sources.
To protect and improve environmental air quality in the country, the Ministry of the Environment has the authority to declare certain areas to be latent zones (zonas latentes) or saturated zones (zonas saturadas).
Latent zones are areas in which there exists a high risk of excessive pollution – the pollutant concentration in air water or soil is greater than 80% of the corresponding quality standard in a certain area – and in which further emissions are highly restricted. Saturated zones are areas in which an excessive level of pollution already has been reached – the concentration of the air pollutant exceeds 100% of the corresponding quality standard for a pollutant in a certain area – and in which emissions are required to be reduced and mitigation measures are required to be implemented. In connection with the declaration of a latent or saturated zone, the Ministry of the Environment may initiate an investigation and public-consultation process to develop a prevention or decontamination plan, as the case may be. The whole process for approving these plans may take more than two years. Upon publication of either type of plan, emission reduction targets and other environmental remediation actions may be required of specific industries located within the latent or saturated zone. Measures included in the pollution prevention or reduction plans governing CODELCO’s operations are subject to change and may become more stringent if compliance with applicable air quality standards is not achieved.
The area surrounding the Potrerillos, Caletones and Ventanas smelting facilities have been declared saturated zones for particulate matter (PM1o andor MP”) and sulfur dioxide (SO). These areas are subject to decontamination plans. The Ventanas decontamination plan has been recently reviewed by government authorities.
In the areas surrounding the Chuquicamata smelter, there are decontamination plans for PM1o under review and under development, and a pollution prevention plan for SO, is currently under development. In August 2013, the
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Ministry of the Environment enacted a decontamination plan for Chiles Sixth Region, Central Valley, which could potentially affect CODELCOS*s operations in the region.
In addition, the relevant Environmental Assessment Service may impose further requirements on CODELCOSs projects. Under the various plans that cover the areas where CODELCO operates, net increases in emissions by industrial facilities in these zones, including any increased emissions from the Potrerillos, Caletones, Ventanas and Chuquicamata smelting plants, have been banned. As of the date of this offering memorandum, the impact of operating in latent and saturated zones has not been material for CODELCO; however, it could have a material effect in the future.
A new air quality standard for an additional pollutant, primary particulate matter PM>.5, was enacted by the Ministry of the Environment in 2011 and became effective in 2012. In 2015, a new saturated zone with respect to PM>s and latent zone with respect to PM10 in the boroughs of Concón, Quintero and Puchuncavi, the areas where Ventanas is located, was declared and, as a result, a new decontamination plan has been recently enacted.
CODELCO estimates that the cost of complying with this new standard will be U.S.$27 million, which will be incurred over a period of approximately four years.
In 2013, Supreme Decree N*28 of the Ministry of the Environment, on Emission Standard for Smelting Plants was enacted, which establishes maximum parameters of emission for PMo, SO, arsenic (As) and mercury (Hg) generated by smelting plants. Certain aspects of the regulation became effective immediately while other provisions of the new emission standards must be complied with by a later date-within three years in the case of Ventanas smelter, and within five years in Chuquicamata, Potrerillos and Caletones smelters. The cost of complying with this new standard was U.S.$2.4 billion, which was incurred over a period of approximately five years. This regulation is currently under routine review by the Ministry of the Environment, which is conducted every five years.
Supreme Decree N*902001 of the General Secretary of the Presidency, which sets forth the standards for discharges of liquid waste into surface water bodies, went into effect in 2006. CODELCO has invested significant amounts to reduce liquid waste emissions to date and expects that it will continue to incur costs related to compliance with Supreme Decree N*902001. In addition, the authorities are developing water quality standards for water bodies that CODELCO currently or may in the future discharge into, including the Loa, Aconcagua and Cachapoal rivers. Such standards could require CODELCO to incur additional costs to manage liquid waste discharges.
Regulations were enacted in February 2004 governing safety standards for mining operations. Pursuant to these regulations, all mining companies, including CODELCO, were required to provide closure plans for their mining facilities, demonstrating compliance with safety standards. These plans must be updated every five years and must consider the requirements set forth in the environmental authorization issued for the respective facility, if any. SERNAGEOMIN has approved the closure plans CODELCO prepared for all of its facilities.
A new mine closure regulation, Law N*20,551, which includes health, safety and environmental requirements along with mandatory provisions that require financial guarantees, was enacted in 2011, and became effective in 2012. According to this law, CODELCO and other mining companies in Chile were required to submit an assessment of the closure expenses of all its mines to the SERNAGEOMIN before 2014. Once the assessment of closure expenses was approved, CODELCO had to provide the financial guarantee between the sixth months since the approval and two-thirds of the project life (less than 20 years), or 15 years of the project life (more than 20 years). CODELCO obtained the approval of the closure plans for all of its Divisions from SERNAGEOMIN and provided the financial guarantees in the term established by the law. CODELCO had total provisions amounting to U.S.$2.3 billion for future decommissioning and site restoration costs primarily related to tailing dams, closures of mine operations and other mining assets, including potential new governmental regulations, as of December 31, 2020, and U.S.$2.0 billion as of December 31, 2019. CODELCO is currently developing a project to estimate the additional costs of complying with this new regulation regarding mine closure, which could be material.
On June 20, 2020, Law N* 21,169 entered into force, which introduced the following amendments, among others: (i) the recognition of policies issued by Chilean insurance companies within the A.1 credit rating
96 category, provided that they are unable to raise exceptions that condition or defer the payment of the indemnity to Sernageomin; and (ii) the obligation to request Sernageomins authorization to make changes or alterations in the identity and validity of the A.1 financial instruments that comprise the guarantee.
On February 13, 2018, the Environmental Court (Tribunal Ambiental) in Antofagasta, Chile issued an interim decision which could potentially reduce the availability of a minor source of water to CODELCO in the city of Calama. As of the date of this offering memorandum, CODELCO: (i) is not a party to this legal proceeding; and (ii) has not been contacted by any party or served by the Environmental Court. If and when CODELCO becomes a party to this proceeding, CODELCO expects to: (a) enforce all its available legal remedies against any adverse decision; and (b) implement operational mitigation measures, if necessary. In August 2018, the Environmental Court voided its previous interim decision and subsequently during the month of August 2018 the Bureau of the Environment desisted from its original action giving rise to such interim decision.
Future legislative or regulatory developments, private causes of action or the discovery of new facts relating to environmental matters may impose new restrictions or result in additional costs that may have a material adverse effect on CODELCOS”s business, financial condition, results of operations or prospects. See Risk Factors-Risks Relating to CODELCOs Operations-CODELCOs compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties.
Enforceability of Obligations
CODELCO’s commercial obligations are enforceable in the same manner as those of any privately owned company in Chile. Even though CODELCO is a state-owned enterprise, it is subject to the same laws and regulations applicable to all private Chilean corporations. This principle is consistent with the constitution of 1980, wherein Article 19, N*21 states that if Chile and its bodies carry out commercial activities, they will be governed by common legislation applicable to private persons, unless a specific law approved by an absolute majority of representatives of the Chilean Congress dictates otherwise. No such law has been passed with respect to CODELCO.
Payment of Obligations
Article 23 of Decree Law 1,350 provides that CODELCO has the obligation to return the total proceeds of its exports to Chile, but has no obligation to convert the proceeds to Chilean pesos in excess of its peso requirements. The proceeds from its exports are deposited at the Central Bank of Chile, and withdrawals against such foreign exchange deposits are made to cover CODELCO’s expenses. In addition, Article 13 of Decree Law 1,350 directs CODELCO to prepare a Loan Amortization Budget which must include the payment of principal of CODELCO*s debts and related interest payments, including the notes. This budget, as part of the general budget of CODELCO, is approved annually by joint decree of the Ministry of Mining and the Ministry of Finance and may be amended to meet non-budgeted expenses. The incurrence of any indebtedness by CODELCO must be authorized by an official letter from the Ministry of Finance. For loans with maturity at issuance of a duration of more than one year, this authorization is required to commence the relevant procedures.
Statutory Documents
The statutory documents of CODELCO are contained in Decree Law 1,350 published in the Official Gazette on February 28, 1976, as amended by Law 20,392 published in the Official Gazette on November 14, 2009, and Decree 146 published in the Official Gazette on October 25, 1991, as amended (to conform the same with Law 20,392) by Decree N*3 of January 13, 2012 issued jointly by the Ministries of Finance and Mining, published in the Official Gazette on July 4, 2012. These gazettes may be seen on-line on the Library of the Chilean Congress website (http:www.bcn.cl ) or in a booklet that CODELCO will issue upon request, which contains free translations of the regulations into English.
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MANAGEMENT
The Board of Directors is primarily responsible for the management and administration of CODELCO.
The Board of Directors is composed of nine members, appointed as set forth in Law 20,392, enacted on November 4, 2009: (i) three directors are directly appointed by the President of Chile; (ii) four directors are appointed by the President of Chile from a short-list presented by the Council of Senior Public Management (Consejo de la Alta Dirección Pública), an entity within the National Civil Service Bureau that advises the President of Chile, ministers and heads of services departments on the appointment of high-ranking public positions; (iii) one director is appointed by the President of Chile from a short-list presented by the FTC; and (iv) one director is appointed by the President of Chile from a short-list presented by both the FESUC and ANSCO.
All directors in CODELCO serve four year terms and may be reelected for new terms. The Board is renewed on a staggered basis and may not be revoked in its entirety.
The Board of Directors is vested with all the management and asset-disposal authority, except to the extent that Chilean law or CODELCO’s bylaws establish such authority within the exclusive province of the President of Chile (as discussed below), and other than the authority delegated to the Chief Executive Officer.
The main responsibilities of the Board of Directors of CODELCO are to: (i) designate and remove the Chief Executive Officer; (ii) approve and send to the Ministry of Finance an estimate of the revenues and surplus eamings that it will transfer to the Government of Chile in the following year’s budget; (iii) prepare the annual budget of CODELCO and send for the approval of the Ministry of Finance; and (iv) approve the BDP report of the Company for the following three-year period.
The President of Chile is vested with authority analogous to that of the shareholders of a corporation (sociedad anónima) under Chilean law, which may be delegated in whole or in part to the Ministers of Finance and Mining, jointly. Pursuant to such authority, the President of Chile: (i) participates in the designation of the Board of Directors by designating three directors without external input and by electing six directors on the basis of third-party short-lists; (ii) appoints the Chairman of the Board of Directors; and (iii) may approve and amend the bylaws of the Company, by means of an executive decree issued jointly by the Ministries of Finance and Mining. See Risk Factors – Risks Relating to CODELCO”s Relationship with the Government of Chile.
Senior management and administration of the Company are vested in its Board of Directors and Chief Executive Officer. The Board of Directors is in charge of the ultimate conduct and oversight of the Company. The Chief Executive Officer is named by the Board of Directors and remains in office so long as heshe maintains the confidence of the Board. The Chief Executive Officer is responsible for implementing the resolutions of the Board of Directors and supervising the activities of CODELCO. On July 12, 2019, the Board of Directors of CODELCO appointed Octavio Araneda Osés as the new CEO, and he commenced his term on September 1, 2019.
On March 1, 2018, CODELCO announced the appointment of Christian Toutin as General Manager of the Salvador Division. On April 1, 2018, CODELCO announced the appointment of Roberto Ecclerfield as Vice President of Sales. On April 27, 2018, CODELCO announced the appointment of Nicolás Rivera as General Manager of the El Teniente Division. On September 28, 2018, CODELCO announced the appointment of Marcelo Alvarez Jara as Vice President of Human Resources.
On December 27, 2018, CODELCO announced the appointment of Renato Fernandez Baeza as Vice President of Corporate Affairs €: Sustainability. On January 16, 2019, CODELCO announced the appointment of José Pesce Rosenthal as the Acting Vice President of Corporate Affairs 8: Sustainability, in addition to his responsibilities as Vice President of Mining Resources Management and Development, until February 18, 2019 when Renato Fernandez Baeza assumed such position on a permanent basis, until April 20, 2020.
On March 1, 2019, CODELCO announced the appointment Sergio Herbage Lundín, former Northern District Development Manager, as the General Manager of the Gabriela Mistral Division. The same day, CODELCO announced the appointment of Jaime Rivera Machado, former General Manager of the Mina Ministro Hales Division, as the General Manager of Andina Division, and the appointment of Andrés Music Garrido, former Mine Manager El Teniente Division, as the General Manager of the Mina Ministro Hales Division. Finally, CODELCO announced the appointment of Alvaro García Gonzalez as CODELCOS*s first Vice President of Technology.
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On July 26, 2019, CODELCO announced the appointment of Mauricio Barraza Gallardo, former General Manager of the Chuquicamata Divison, as Vice President of Central Southern Operations. The same day, CODELCO announced the appointment of Nicolás Rivera Rodriguez, former General Manager of the El Teniente Division, as the General Manager of the Chuquicamata Division, and the appointment of Andrés Music Garrido, the former General Manager of Mina Ministro Hales, as the General Manager of the El Teniente Division. On August 29, 2019, CODELCO announced the appointment of Rodrigo Barrera, former Chuquicata Underground Project Manager, as the General Manager of the Mina Ministro Hales Division. All new positions were effective as of September 1, 2019.
On January 31, 2020, CODELCO announced the appointment of Lorena Ferreiro Vidal as General Counsel and created the position Vice Presidency of Smelters and Refiners, appointing José Sanhueza Reyes in the role. Both appointments are effective as of March 1, 2020. On February 28, 2020, CODELCO announced the appointment of Cristián Cortés Egaña as acting General Manager for Ventanas Division, effective on March 1,
2020. On March 2, 2020, CODELCO announced the appointment of Patricio Vergara Lara as Vice President of Mining Resources Management and Development, effective on April 20, 2020.
On September 29, 2020, CODELCO announced the appointment of Ricardo Weishaupt Hidalgo as General Manager of Ventanas Division, effective on November 1, 2020.
On October 2, 2020 CODELCO announced the appointment of Mauricio Barraza Gallardo as acting Vice President – Northern Operations and Alejandro Rivera Stambuck as acting Vice President – Productivity and Costs, both positions effective as of October 16, 2020. Mr. Mauricio Barraza Gallardo and Mr. Alejandro Rivera Stambuck will also maintain their current positions as Vice President – Central Southern Operations and Chief Financial Officer, respectively.
On October 30, 2020 CODELCO announced the appointment of Carlos Alvarado Hernández as Vice President of Sales and Rodrigo Miranda Schleyer as acting General Auditor, both positions effective on November
1, 2020. The same day, CODELCO announced the appointment of Rodrigo Barrera Paez, former General Manager of Mina Ministro Hales Division, as General Manager of Andina Division, and Francisco Balsebre Olaran as acting General Manager of Mina Ministro Hales Division, both positions effective on December 1, 2020.
On November 19, 2020 CODELCO announced the appointment of Andre Sougarret as Vice President – Northern Operation s, effective on January 2, 2021.
On January 26, 2021, CODELCO announced the resignation of Rodrigo Cerda Norambuena from his position as Director of CODELCO.
On January 29, 2021, CODELCO announced the appointment of Raúl Alejandro Puerto Mendoza as General Auditor effective on March 11, 2021.
On February 18, 2021, CODELCO announced organizational adjustments, consisting of the elimination of the Vice Presidency of Productivity and Costs, distributing its functions across other areas of the corporation. In consideration of the above, CODELCO announced the appointment of Mauricio Acuña Sapunar as Vice President of Supply, a new department reporting to the Executive President, effective on April 5, 2021.
On March 31, 2021, CODELCO announced the appointment of Felipe Larraín Bascuñán as Director of CODELCO.
On May 10, 2021, CODELCO announced the appointment of Patricia Núñez Figueroa and Pedro Pablo Errázuriz Domínguez as Directors of CODELCO.
On May 14, 2021, CODELCO announced the appointment of Marco Bastías Villablanca as Vice President of Projects, effective on October 1, 2021.
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Directors and Executive Officers
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The following table sets forth the current directors and executive officers of CODELCO and their positions:
Name
Directors
Juan Benavides Feliú .
Juan Enrique Morales Jaramillo Patricia Núñez Figueroa.
Isidoro Palma Penco Hernán de Solminihac Tampier Pedro Pablo Errázuriz Domínguez Felipe Larraín Bascuñán
Executive Officers Octavio Araneda Osses.
Alejandro Rivera Stambul
Marcelo Alvarez Jara Carlos Alvarado Hernandez Gerhard von Borries Harms Patricio Vergara Lara
Renato Fernandez Baeza..
Alvaro García Gonzalez José Sanhueza Reyes..
Alejandro Sanhueza Diaz..
Lorena Ferreiro Vidal Raúl Puerto Mendoza.
Mauricio Barraza Gallardo..
André Sougarret Larroquette .
Nicolás Rivera Rodriguez Lindor Quiroga Bugueño .
Francisco Balsebre Olaran Gonzálo Lara Skiba.
Christian Toutin ..
Ricardo Weishaupt Hidalgo Andrés Music Garrido Rodrigo Barrera Páez ..cocicicococonoconannnnnnononononanonncnononononacnannnnos
Directly appointed by the President of Chile.
Term expires May 2022.
Position
Chairman00) Director 4 Director) Director 4 DirectorVe) Director) DirectorDe)
Chief Executive Officer and President
Chief Financial Officer and acting Vice President – Productivity and Costs
Vice President – Human Resources
Vice President of Sales
Vice President – Projects
Vice President – Mining Resources Management and Development
Vice President – Corporate Affairs €: Sustainability Vice President – Technology
Vice President of Smelters and Refineries
Head of Finance
General Counsel
General Auditor
Vice President – Central Southern Operations
Vice President – Northern Operations
General Manager – Chuquicamata Division General Manager – Radomiro Tomic Division General Manager – Mina Ministro Hales Division General Manager – Gabriela Mistral Division General Manager – Salvador Division
General Manager – Ventanas Division
General Manager – El Teniente Division
General Manager – Andina Division
Appointed by the President of Chile from a short list presented by the Council of Senior Public Management (Consejo de la Alta
Dirección Pública).
Term expires May 2023.
Term expires May 2025.
There is no family relationship between any director or executive officer and any other director or executive officer. The business address for the executives and directors previously listed is Huérfanos 1270, 6th floor, Santiago, Chile. No executive holds a position as an employee outside of CODELCO.
Committees of the Board of Directors
Audit, Benefits and Ethics Committee (Comité de Auditoría, Compensaciones y Ética)
CODELCOSs audit, benefits and ethics committee consists of Isidoro Palma Penco (Chair), Patricia Núñez Figueroa (Vice Chair), Juan Enrique Morales Jaramillo and Pedro Pablo Errázuriz Domínguez, who may invite others to assist in its work. The audit, benefits and ethics committee?s primary responsibility is to support
100 the Board of Directors by providing and improving internal controls by reviewing transactions with related parties and the work of CODELCOSs internal audit department. The committee also analyzes and reviews the work and reports of the external auditors. The committee is also responsible for analyzing observations made by Chilean regulatory entities and for recommending measures to be taken by the management in response. CODELCO’s audit, benefits and ethics committee is not subject to the independence and other requirements to which U.S.
public companies are subject.
Projects and Investment Committee (Comité de Proyectos y Financiamiento de Inversiones)
The projects and investment committee consists of Juan Enrique Morales Jaramillo (Chair), Isidoro Palma Penco (Vice Chair), Pedro Pablo Errázuriz Domínguez and Felipe Larraín Bascuñán This committee analyzes and recommends major mining development projects and financing of these projects.
Management Committee (Comité de Gestión)
The management committee consists of Hernán de Solminihac Tampier (Chair), Isidoro Palma Penco (Vice Chair). The committee is primarily responsible for the management of the Companys divisions and key projects. It also reviews and evaluates the performance of subsidiaries and affiliated companies.
Sustainability Committee (Comité de Sustentabilidad)
The sustainability committee consists of Patricia Núñez Figueroa (Chair), Hernán De Solminihac Tampier (Vice Chair), Pedro Pablo Errázuriz Domínguez, Juan Enrique Morales Jaramillo and Felipe Larraín Bascuñán. The committee advises the Board of Directors with respect to matters of sustainability, providing assistance to the Board of Directors in the Companys sustainability policies and goals as well as analyzing the efficacy of the Companys policies and management systems in the areas of health, safety and the environment.
Science, Technology and Innovation Committee (Comité de Ciencias, Tecnología e Innovación)
The science, technology and innovation committee consists of Pedro Pablo Errázzuriz Domínguez (Chair), Juan Enrique Morales Jaramillo (Vice Chair), Hernán De Solminihac Tampier, Patricia Núñez Figueroa and Felipe Larraín Bascuñán. This committee was formed in 2016 and discusses the challenges facing the corporation with respect to science and technology.
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RELATED PARTY TRANSACTIONS
In the ordinary course of its business, CODELCO engages in a variety of transactions on arm’s-length terms with certain related parties. For information regarding these transactions, see note 3 to the Consolidated Financial Statements.
In its dealings with Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.), the partner in SCM El Abra, CODELCO acts through a subsidiary, as agent. CODELCO does not sell copper to Nordeutsche Affinerie Group, its partner in Deutsche Giessradht GmbH.
Pursuant to Article 147 of the Corporations Law, CODELCO may only enter into operations with related parties if its intent is to benefit the corporate interest, if its price, terms and conditions are consistent with those prevailing in the market when approved, and if it follows certain requirements and procedures established by the law.
According to Article 146 of the Corporations Law, as amended, operations with related parties of CODELCO include any and all negotiations, acts, contracts or operations in which the Company must take part, as well as:
() one or more related persons to the Company, pursuant to the definition contained in Article 100 of Law 18,045 (the Securities Market Law, as amended); (ii) a board member, manager, a main executive or a liquidator of CODELCO, acting directly or on behalf of any persons other than the Company, or their respective spouses or relatives up to the second degree (consanguinity or affinity); (iii) a corporation or partnership in which one of the persons mentioned in (ii) above are direct or indirect owners of 10% or more of its capital, board members, managers or main executives; (iv) those persons specifically established under CODELCO”s bylaws or reasonably identified by the Directors Committee, as applicable, even if the transaction with such persons (a) is not of a relevant amount, (b) is conducted on a regular basis (as per the regularity policy determined by the Board of Directors of CODELCO) or (c) is entered into with a subsidiary of CODELCO in which the Company holds a direct or indirect ownership interest of at least 95%; and (v) any company in which a board member, manager or main executive of CODELCO has served as a board member, manager, main executive or liquidator, during the last 18 months.
Article 100 of the Securities Market Law provides that the following persons constitute a related party:
(1) the other entities of the business conglomerate to which a company belongs; (ii) parents, subsidiaries and equity-method investors and investees of a company; (iii) all directors, managers, officers and liquidators of a company, and their spouses or blood relatives to the second degree, or any entity controlled, directly or indirectly, by any of the abovementioned individuals; (iv) any person that, by their own actions or with other persons under a joint action agreement, may appoint at least one member of the management of a company or controls 10% or more of the capital or voting capital of a stock company; and (v) other entities or persons deemed a related party by the CMF.
The rules, requirements and procedures to approve operations with related parties apply both to the operations of CODELCO as well as to those of its subsidiaries, regardless of their legal nature, except for some exemptions set forth in Article 147 of the Corporations Law in which related-party transaction may be executed without the requirements referred to above, with the prior approval of the Board of Directors.
The breach of any of the restrictions on related party transactions will not affect the validity of the transaction. However, CODELCO or the President of Chile may demand from the breaching party, the reimbursement for an amount equivalent to the benefits gained by the breaching party resulting from the
102 transaction. Additionally, CODELCO or the President of Chile may claim damages. Finally, the breaching party bears the burden of proof that the transaction was carried out according to the law.
CODELCOSs policy for transactions with related parties is defined and governed by a specific internal regulation created pursuant to general policies established by the Board of Directors and in connection with the guidance provided by Decree Law 1,350 and the Corporations Law. CODELCOSs internal regulation prescribes the manner in which transactions between CODELCO and related entities must be carried out and provides for sanctions if the requirements of the regulation are not met.
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FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN CHILE
As a general matter, the Central Bank of Chile is, among other things, responsible for monetary policies and for exchange controls in Chile. Most Chilean companies must inform the Central Bank of any international issue of bonds and if the proceeds of the issuance are not left abroad, should be brought into Chile through a bank or other participant in the Formal Exchange Market. Article 23 of Decree Law 1,350 provides that CODELCO has an obligation to return the total proceeds of its exports to Chile, but has no obligation to convert such proceeds to Chilean pesos beyond its peso requirements. These proceeds from its exports are deposited at the Central Bank of Chile, and withdrawals against such foreign exchange deposits are made to cover CODELCO”s expenses. As a result, CODELCO does not require foreign exchange approval in connection with the issuance or placement of, or payments upon the notes. See Regulatory Framework–Payment of Obligations.
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DESCRIPTION OF NOTES
The notes will be issued pursuant to an indenture, dated as of February 5, 2019 (the base indenture), among CODELCO, The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar (the trustee), and The Bank of New York Mellon SANV, Luxembourg Branch, as Luxembourg paying agent (the Luxembourg Agent), as amended and supplemented by the Fourth Supplemental Indenture dated as of September 30, 2019, the Seventh Supplemental Indenture dated as of January 14, 2020 and the Tenth Supplemental Indenture, to be dated as of October 22, 2021 (all together with the base indenture, the Indenture), between CODELCO and the trustee.
The following description of certain provisions of the notes and of the indenture is subject to and is qualified in its entirety by reference to the provisions of the notes and the indenture, copies of which will be available for inspection at the office of the trustee at 240 Greenwich Street, Floor 7 East, New York, New York
10286. CODELCO urges you to read the indenture because it, and not this description, defines your rights as holders of the notes issued under the indenture.
General
The notes will be issued by CODELCO, and CODELCO will be liable therefor and obligated to perform all covenants and agreements to be performed by CODELCO pursuant to the notes and the indenture, including the obligations to pay principal, interest and Additional Amounts (as defined below under Payment of Additional Amounts), if any. The trustee under the indenture is The Bank of New York Mellon (the trustee, which term shall include any successor trustee under the indenture).
The indenture provides for the issuance by CODELCO from time to time of notes in one or more series up to an aggregate principal amount of notes as from time to time may be authorized by CODELCO, subject to all required government authorizations. Notes having the same date of maturity and Interest Payment Dates (as defined below), payable in the same currency, bearing interest at the same rate and the terms of which are otherwise identical, are referred to as a series.
The notes will bear interest at the applicable rate per annum set forth on the cover page of this offering memorandum from the date of issuance or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for. Interest on the notes will be payable semi-annually in arrears on January 30 and July 30 of each year, commencing on January 30, 2022, or, if any such date is not a Business Day (as defined below), on the next succeeding Business Day (each an Interest Payment Date) to the person or persons (each, a Holder) in whose name such notes are registered in the Security Register (as defined below) at the close of business on January 15 and July 15, respectively, preceding such Interest Payment Dates (each a Record Date).
Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. For the purposes hereof, the term Business Day means a day on which banks in The City of New York are not authorized or required by law or executive order to be closed.
Moneys paid by CODELCO to the trustee or any paying agent for the payment of principal of (and premium, if any) or interest on any of the notes and remaining unclaimed at the end of two years after the date on which such principal (and premium, if any) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall, together with interest made available for payment thereof, be repaid to CODELCO, whereupon all liability of the trustee or such paying agent with respect to such moneys shall cease.
The notes will have identical terms, be fungible with and be part of a single series of senior debt securities with the original notes following the termination of certain U.S. selling restrictions. During the periods subject to certain U.S. selling restrictions, the notes offered pursuant to Regulation S will have temporary CUSIPs and ISINs. The outstanding aggregate principal amount of the notes, after issuance of the notes hereby, will be
U.S.$2,680,000,000. The notes will mature on January 30, 2050. The notes will not be redeemable prior to maturity except as described below and in the event of certain developments affecting taxation, in that case at a price equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued interest to the redemption date. On the maturity date of the notes, CODELCO will be required to pay 100% of the then outstanding principal amount of the notes plus accrued and unpaid interest thereon and Additional Amounts, if any.
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Ranking
The notes will constitute direct, general, unsecured, unconditional and unsubordinated obligations of CODELCO. The notes rank and will rank without any preference among them and equally with all other unsecured and unsubordinated 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. The indenture contains no restriction on the amount of additional indebtedness which may be incurred by CODELCO or its subsidiaries; however, as set forth under -Limitation on Liens below, the indenture contains certain restrictions on the ability of CODELCO and its subsidiaries to incur secured indebtedness.
Registration, Form and Delivery
The trustee will initially act as paying agent, transfer agent and registrar for the notes. The notes will be issued upon the closing of this offering in definitive, fully registered form, without coupons, in denominations of
U.S.$200,000 principal amount at maturity and multiples of U.S.$1,000 in excess thereof. The notes will be exchangeable, and transfers thereof will be registrable, at the office of the registrar for the notes. No charge will be made to holders of the notes in connection with any exchange or registration of transfer, but CODELCO may require payment of a sum sufficient to cover any tax or other governmental charge payable in that connection.
The trustee will maintain at its office in the City of New York, currently located at 240 Greenwich Street, Floor 7 East, New York, New York 10286, a security register (the Security Register) with respect to the notes.
The name and address of the registered Holder of each note and the amount of each note will be recorded in the applicable Security Register, and the trustee and CODELCO may treat the person in whose name the note is registered as the owner of such note for all purposes. For so long as the notes are represented by one or more Global Notes, the registered owner of a Global Note, in accordance with the terms of the indenture, may be treated at all times and for all purposes by CODELCO and the trustee as the sole owner with respect to such notes, with respect to all payments on the notes and for all other purposes under the terms of the notes and the indenture.
The notes are being offered and sold in connection with the initial offering thereof solely to qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, pursuant to Rule 144A, and in offshore transactions to persons other than U.S. persons, as defined in Regulation S under the Securities Act, in reliance on Regulation S. Following the initial offering of the notes, the notes may be resold to qualified institutional buyers pursuant to Rule 144A, non-U.S. persons in reliance on RegulationS and pursuant to Rule 144 under the Securities Act, as described under Transfer Restrictions.
The Global Notes Rule 144A Global Note
The notes offered and sold to qualified institutional buyers pursuant to Rule 144A will initially be issued in the form of one or more registered notes in global form, without interest coupons. The Rule 144A Global Notes will be deposited on the date of the closing of the sale of the notes with, or on behalf of, The Depository Trust Company, or DTC, and registered in the name of Cede €: Co., as nominee of DTC, or will remain in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee. Interests in the Rule 144A Global Note will be available for purchase only by qualified institutional buyers.
Regulation S Global Note
The notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act will initially be issued in the form of one or more registered notes in global form, without interest coupons. The Regulation S Global Notes will be deposited upon issuance with, or on behalf of, a custodian for DTC in the manner described in the preceding paragraph.
Except as set forth below, the Rule 144A Global Note and the Regulation S Global Note, collectively referred to in this section as the Global Notes, may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be
106 exchanged for notes in physical, certificated form (referred to as certificated notes) except in the limited circumstances described below.
The notes will be subject to certain restrictions on transfer and will bear a restrictive legend as set forth under Transfer Restrictions.
All interests in the Global Notes are subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream are subject to the procedures and requirements of such systems.
Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the Global Notes in customers securities accounts in the depositaries names on the books of DTC.
Exchanges Among the Global Notes
Prior to the 40th day after the later of the commencement of the offering of the notes and the date of the closing of the sale of the notes (the period through and including the 40th day, the restricted period), transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of this interest through the corresponding Rule 144A Global Note will be made only in accordance with applicable procedures and upon receipt by the trustee of a written certification from the transferor of the beneficial interest in the form provided in the indenture to the effect that such transfer is being made to a person whom the transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification will no longer be required after the expiration of the restricted period.
Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes delivery of such interest through the corresponding Regulation S Global Note, whether before or after the expiration of the restricted period, will be made only upon receipt by the trustee of a certification from the transferor to the effect that such transfer is being made in accordance with Regulation S under the Securities Act.
Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.
Certain Book-Entry Procedures for the Global Notes
The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither CODELCO nor the initial purchasers take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.
DTC has advised CODELCO that it is (1) a limited purpose trust company organized under the laws of the State of New York, (ii)a banking organization within the meaning of the New York Banking Law, (iii) a member of the Federal Reserve System, (iv) a clearing corporation within the meaning of the Uniform Commercial Code, as amended, and (v) a clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act). DTC was created to hold securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTCs participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC*s system is also available to other entities such as banks, brokers, dealers and trust companies, or indirect participants that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are
107 not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.
CODELCO expects that pursuant to procedures established by DTC (i) upon deposit of each Global Note, DTC will credit the accounts of participants designated by the initial purchasers with an interest in the Global Note and (ii) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of participants) and the records of participants and the indirect participants (with respect to the interests of persons other than participants).
The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC*s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a participant or an indirect participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture or such Global Note. CODELCO understands that under existing industry practice, in the event that CODELCO requests any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize holders owning through such participants to take such action or would otherwise act upon the instruction of such holders. Neither CODELCO nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.
Payments with respect to the principal of, premium, if any, and interest on any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable Record Date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Note representing such notes under the indenture. Under the terms of the indenture, CODELCO and the trustee may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither CODELCO nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the participants and the indirect participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the participants or the indirect participants and DTC.
Transfers between participants in DTC will be effected in accordance with DTC*s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC?s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. However, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules
108 and procedures and within the established deadlines of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC.
Cash received in Euroclear or Clearstream as a result of sales of interest in a global security by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC*s settlement date.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither CODELCO nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Certificated Notes
With respect to the notes, if (i) CODELCO notifies the trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; (ii) CODELCO, at its option, notifies the trustee in writing that it elects to cause the issuance of notes in definitive form under the indenture; or (iii) upon the occurrence of certain other events as provided in the indenture, then, upon surrender by DTC of the Global Notes, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. Upon any such issuance, the trustee is required to register such certificated notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.
Neither CODELCO nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related notes and CODELCO and the trustee may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued).
Covenants
CODELCO has agreed to restrictions on its activities for the benefit of holders of the notes. The following restrictions will apply to the notes:
Consolidation, Merger, Conveyance, Sale or Lease
Nothing contained in the indenture prevents CODELCO from consolidating with or merging into another corporation or conveying, transferring or leasing its properties and assets substantially as an entirety to any person, provided that: (i) the corporation formed by such consolidation or into which CODELCO is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of CODELCO substantially as an entirety is a corporation organized and existing under the laws of Chile and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of and interest and Additional Amounts, if any, on all outstanding notes and the performance of every covenant in the indenture on the part of CODELCO to be performed or observed; (ii) immediately after giving effect to such transaction no Event of Default (as defined below), and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) CODELCO has delivered to the trustee an officers certificate and an
109 opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture complies with the foregoing provisions relating to such transaction.
Limitation on Liens
Nothing contained in the indenture restricts or prevents CODELCO or any Restricted Subsidiary (as defined below) from incurring any additional indebtedness; provided that neither CODELCO nor any Restricted Subsidiary will (i) issue, assume or guarantee any indebtedness for money borrowed (Debt) if such Debt is secured by a lien upon, or (ii) directly or indirectly secure any outstanding Debt by a lien upon, any Principal Property (as defined below) or upon any shares of stock of, or indebtedness of, any Restricted Subsidiary, now owned or hereafter acquired, without effectively providing that the notes shall be secured equally and ratably with such Debt, except that the foregoing restrictions shall not apply to (i) liens on any Principal Property acquired, constructed or improved after the date of issuance of the notes to secure or provide for the payment of the purchase price or cost of construction or improvements (including costs such as increased costs due to escalation, interest during construction and similar costs) thereof incurred after the date of the issuance of the notes, or existing liens on property acquired, provided such liens shall not apply to any property theretofore owned by CODELCO or any Restricted Subsidiary other than theretofore unimproved real property, (ii) liens on any Principal Property or shares of stock or indebtedness acquired from a corporation merged with or into CODELCO or a Restricted Subsidiary, (iii) liens to secure Debt of a Restricted Subsidiary to CODELCO or another Subsidiary, (iv) the sale or other transfer of any interest in property of the character commonly referred to as a production payment, (v) liens over any property at the time of acquisition of such property by CODELCO or any of its Restricted Subsidiaries which lien was not (or is not) created in connection with such acquisition, (vi) liens in existence on the date of the offering of the notes, (vii) liens on deposits to secure, or any lien otherwise securing, the performance of bids, statutory obligations, surety bonds, appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (viii) liens created on any property to secure Debt incurred in connection with the financing of such property, the repayment of which Debt is to be made from the revenues arising out of, or other proceeds of realization from, such property, with recourse to those revenues and proceeds and other property used in connection with, or forming the subject matter of, such property, but without recourse to any other property of CODELCO or any Restricted Subsidiary and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the foregoing clauses (i) to (iii) or (v), (vi) and (viii), inclusive of any Debt secured thereby, provided that the principal amount of Debt so secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement lien shall be limited to all or part of the property which secured the lien extended, renewed or replaced (plus improvements on or additions to such property). Notwithstanding the foregoing, CODELCO and one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of CODELCO and its Restricted Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clauses (i) through (ix) above) and the aggregate value of the sale-and-lease-back transactions described under -Limitation on Sale-and-Lease-Back Transactions below (other than sale-and-lease-back transactions the proceeds of which have been applied as provided in clause (b) under -Limitation on Sale-and-Lease-Back Transactions below), does not at the time of issuance, assumption or guarantee thereof exceed 20% of Consolidated Net Tangible Assets. Consolidated Net Tangible Assets is defined as the total of all assets (including reevaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of CODELCO and its Subsidiaries as of the then most recent date filed by CODELCO with the CMF, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such reevaluations), less the aggregate of the current liabilities of CODELCO and its Subsidiaries appearing on such balance sheet. The term Principal Property means any mineral property, concentrator, smelter, refinery or rod mill located within Chile, of CODELCO or any Subsidiary except any such property, plant or facility which the Board of Directors by resolution declares is not of material importance to the total business conducted by CODELCO and its Subsidiaries as an entity. The term Subsidiary means any corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by CODELCO and of which CODELCO has the power to direct the management. The term Restricted Subsidiary means (i) any Subsidiary which owns, directly or indirectly, any Principal Property and (ii) any Subsidiary which owns, directly or indirectly, any stock or debt of a Restricted Subsidiary.
110
Limitation on Sale-and-Lease-Back Transactions
The indenture provides that neither CODELCO nor any Restricted Subsidiary will enter into any arrangement with any person (other than CODELCO or a Restricted Subsidiary), or to which any such person is a party, providing for the leasing to CODELCO or a Restricted Subsidiary for a period of more than three years of any property or assets which has been or is to be sold or transferred by CODELCO or such Restricted Subsidiary to such person or to any person (other than CODELCO or a Restricted Subsidiary) to which funds have been or are to be advanced by such person on the security of the leased property or assets unless either (i) CODELCO or such Restricted Subsidiary would be entitled, pursuant to the provisions described under -Limitation on Liens above, to incur Debt in a principal amount equal to or exceeding the value of such sale-and-lease-back transaction, secured by a lien on the property or assets to be leased, without equally and ratably securing the notes, or (ii) CODELCO, during or immediately after the expiration of six months after the effective date of such transaction (whether made by CODELCO or a Restricted Subsidiary), applies to the voluntary retirement of indebtedness of CODELCO (including the notes) maturing by its terms more than one year after the original creation thereof (Funded Debt) an amount equal to the value of such transaction, less an amount equal to the sum of (a) the principal amount of notes delivered, within six months after the effective date of such arrangement, to the trustee for retirement and cancellation and (b) the principal amount of other Funded Debt voluntarily retired by CODELCO within such six-month period, in each case excluding retirements of notes and other Funded Debt as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturity.
Periodic Reports
CODELCO will furnish, to the noteholders and to prospective purchasers of notes, upon request to the trustee, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.
Events of Default
An Event of Default with respect to the notes is defined in the indenture as being any of the following (each an Event of Default): (1) default for 30 days in payment of any interest on the notes; (ii) default in payment of principal of the notes; (iii) default in the performance, or breach, of any covenant or warranty or obligation of CODELCO in the indenture and continuance of such default or breach for a period of 60 days after written notice is given to CODELCO by the trustee or to CODELCO and the trustee by the holders of at least 33 13% in aggregate principal amount of the notes; (iv) default under any bond, debenture, note or other evidence of indebtedness for money borrowed, or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by CODELCO or any Subsidiary, whether such indebtedness now exists or shall hereafter be created, in an aggregate principal amount exceeding U.S.$50 million (or its equivalent in any other currency or currencies) which default (x) shall constitute the failure to pay any portion of the principal of such indebtedness when due and payable, whether at maturity, upon redemption or acceleration or otherwise, or (y) shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, in either case, if such default shall continue for more than 30 Business Days and within such 30 Business Days the time for payment of such amount has not been expressly extended (provided that if such default under such indenture or instrument shall be remedied or cured by CODELCO or waived by the holders of such indebtedness, then the event of default with respect to the notes shall be deemed likewise to have been remedied, cured or waived); and (v) certain events of bankruptcy or insolvency of CODELCO or any Significant Subsidiary. Significant Subsidiary is defined in the indenture as a Subsidiary, the total assets of which exceed 10% of the total assets of CODELCO and its subsidiaries on a consolidated basis as of the end of the most recently completed year. The trustee shall not be charged with knowledge of any Event of Default with respect to the notes unless a written notice of such default or Event of Default shall have been given to an officer of the trustee who has direct responsibility for the administration of the indenture and the notes by CODELCO or any holder of notes.
The indenture provides that (i)if an Event of Default (other than an Event of Default described in clause (v) above) shall have occurred and be continuing with respect to the notes, either the trustee or the holders of not less than 33!3% of the total principal amount of the notes of such series then outstanding may declare the principal of all such outstanding notes and the interest accrued thereon, if any, to be due and payable immediately
111 and (ii) if an Event of Default described in clause (v) above shall have occurred, the principal of all such outstanding notes and the interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of such notes. The indenture provides that the notes owned by CODELCO or any of its affiliates shall be deemed not to be outstanding for certain purposes, including declaring the acceleration of the maturity of the notes. Upon the satisfaction by CODELCO of certain conditions, including (i) the payment of all fees and expenses of the trustee, (ii) CODELCO*s deposit with the trustee of a sum sufficient to pay all outstanding amounts then due on the applicable notes (other than principal due by virtue of the acceleration) together with interest on such amounts through the date of the deposit and (iii) all Events of Default (other than non-payment of principal that became due by virtue of the acceleration upon the event of default) have been cured or waived, the declaration described in clause (i) of this paragraph may be annulled by the holders of a majority of the total principal amount of the applicable notes then outstanding. Past defaults, other than non-payment of principal, interest and compliance with certain covenants, may be waived by the holders of a majority of the total principal amount of the applicable notes outstanding.
The trustee must give to the holders of the notes notice of all uncured defaults known to it with respect to the notes within 30 days after a Responsible Officer of the trustee has received written notification of such a default (unless such default shall have been cured); provided, however, that, except in the case of default in the payment of principal, interest or Additional Amounts, the trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of the notes.
Responsible Officer is defined in the indenture as any officer of the trustee with direct responsibility for the administration of the indenture and, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.
No holder of notes may institute any proceeding, judicial or otherwise, under the indenture unless (i) such holder shall have given the trustee written notice of a continuing Event of Default with respect to the notes of that series, (ii) the holders of not less than 333% of the total principal amount of the notes of that series then outstanding shall have made written request to the trustee to institute proceedings in respect of the Event of Default, (iii) such holder or holders shall have offered the trustee such reasonable indemnity as the trustee may require, (iv) the trustee shall have failed to institute an action for 60 days thereafter and (v) no inconsistent direction shall have been given to the trustee during such 60-day period by the holders of a majority of the total principal amount of the notes of such series. Such limitations, however, do not apply to any suit instituted by a holder of a note for enforcement of payment of the principal or interest on the notes on or after the respective stated maturity expressed in such notes.
The indenture provides that, subject to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders of the notes, unless such holders shall have offered to the trustee reasonable indemnity.
CODELCO is required to furnish to the trustee annually a statement as to the performance by CODELCO of certain of its obligations under the indenture and as to any default in such performance.
Payment of Additional Amounts
All payments of principal and stated interest under the notes by CODELCO will be made without deduction or withholding for or on account of any present or future taxes, assessments, duties or governmental charges of whatever nature imposed or levied by or on behalf of Chile or any political subdivision or territory or possession thereof or therein (the Taxing Jurisdiction) unless the withholding or deduction of such taxes, assessments, duties or governmental charges is required by law or regulation or by the official interpretation thereof. In that event, CODELCO will pay to each Holder of a note such additional amounts (Additional Amounts) as may be necessary in order that each net payment on such note after such deduction or withholding will not be less than the amount provided for in such note to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply to:
() any tax, assessment, duty or other governmental charge that would not have been so deducted or withheld but for (i) the existence of any present or former connection between the Holder or
112 the beneficial owner of the note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the Taxing Jurisdiction imposing such tax, assessment, duty or other governmental charge (including, without limitation, such Holder or beneficial owner (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein) other than the mere receipt of payments in respect of a note or the holding or ownership of a note or beneficial interest therein; or (ii) the presentation of a note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (ii) any estate, inheritance, gift, sales, transfer, personal property, capital gains, excise or similar tax, assessment, duty or other governmental charge; (iii) any tax, assessment, duty or other governmental charge that is payable other than by withholding from payments of (or in respect of) principal of, or any interest on, the notes; (iv) any tax, assessment, duty or other governmental charge that would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of the note, if compliance is required by statute or by regulation of the Taxing Jurisdiction as a precondition to relief or exemption from all or part of such tax, assessment, duty or other governmental charge, or to a reduction in the applicable tax rate, and proper notice has been sent to the Holder or beneficial owner; or (v) any combination of items (i), (ii), (iii), and (iv) above.
Nor shall Additional Amounts be paid with respect to any payment of the principal of or any interest on any note to any Holder or beneficial owner that is a fiduciary or partnership or other than the sole beneficial owner of such note to the extent such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been a Holder of such note.
If CODELCO pays Additional Amounts in respect of the Chilean withholding tax on payments of interest or premium, if any, made by CODELCO in respect of the notes to a Foreign Holder (as defined in Taxation) assessed at a rate of 4%, and a refund is provided with respect to such withholding tax, CODELCO shall have the right to receive and be entitled to such funds from the relevant Taxing Jurisdiction.
Redemption
CODELCO will not be permitted to redeem the notes before their stated maturity, except as set forth below. The notes will not be entitled to the benefit of any sinking fund -meaning that CODELCO will not deposit money on a regular basis into any separate account to repay your notes. In addition, you will not be entitled to require CODELCO to repurchase your notes from you before the stated maturity.
Optional Redemption
We may redeem on one or more occasions some or all of the notes before they mature.
The notes will be redeemable, in whole or in part, at our option at any time and from time to time, prior to July 30, 2049 (six months prior to the scheduled maturity of the notes) (the Par Call Date) at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon as if redeemed on the Par Call Date (exclusive of any interest accrued and unpaid to the date of redemption) discounted to the date of redemption on a
113 semi-annual basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest, if any, to the date of redemption.
The notes will be redeemable, in whole or in part, at our option at any time from time to time, commencing on the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date.
Notes called for redemption become due on the date fixed for redemption (the Redemption Date).
Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the Redemption Date to each holder of notes to be redeemed at its registered address. For so long as the notes are listed on the Luxembourg Stock Exchange and the rules of the Euro MTF market so require, the Company will cause notices of redemption to be announced through the Luxembourg Stock Exchange. The notice of redemption for the notes will state the amount to be redeemed. On and after the Redemption Date, interest ceases to accrue on any notes that are redeemed. If less than all the notes are redeemed at any time, the notes to be redeemed shall be selected from the outstanding notes not previously called for redemption, as follows: (a) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; (b) if the notes are not listed on any national securities exchange, but are in global form, then by lot or otherwise by such other method as DTC may prescribe; or (c) if the notes are not listed and not in global form on a pro rata basis, to the extent practicable, or if a pro rata basis is not practicable, by lot or by such other method as the trustee in its sole discretion deems to be fair and appropriate.
For purposes of determining the optional redemption price, the following definitions are applicable:
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date with respect to the notes.
Comparable Treasury Price means, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is unable to obtain at least five such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Independent Investment Banker.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Issuer from time to time to act as the Independent Investment Banker.
Reference Treasury Dealer means BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) appointed by Santander Investment Securities Inc., or their respective affiliates or successors which are primary U.S. Government securities dealers in New York City (Primary Treasury Dealers), and two other nationally recognized investment banking firms that are Primary Treasury Dealers selected from time to time by the Issuer; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
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Tax Redemption
The notes may be redeemed at the election of CODELCO, in whole, but not in part, by the giving of notice as provided in -Notices below (which notice shall be irrevocable), at a price equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder, including a holding by a court of competent jurisdiction) of the Taxing Jurisdiction, or any change in the official application, administration or interpretation of such laws, regulations or rulings in such Taxing Jurisdiction, CODELCO has or will become obligated to pay Additional Amounts on the applicable notes in excess of the Additional Amounts that would be payable were payments of interest on the notes subject to the 4% of Chilean Interest Withholding Tax, as defined below (Excess Additional Amounts), and if such change or amendment is announced or becomes effective on or after the date of the agreement to purchase the notes and such obligation cannot be avoided by CODELCO taking measures it considers reasonable and that are available to it (for this purpose, reasonable measures shall not include any change in CODELCO’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive or registered office); provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which CODELCO would be obligated to pay such Excess Additional Amounts, were a payment in respect of the notes then due. Prior to the giving of notice of redemption of such notes, CODELCO will deliver to the trustee an officers certificate and a written opinion of recognized Chilean counsel independent of CODELCO to the effect that all governmental approvals necessary for CODELCO to effect such redemption, if any, have been or at the time of redemption will be obtained and in full force and effect and that CODELCO is entitled to effect such a redemption, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. See Taxation-Chilean Taxation.
Notices
For so long as the notes are outstanding in global form, notices to be given to holders will be given to the depositary, in accordance with its applicable procedures as in effect from time to time. If notes are issued in individual definitive form, notice to holders of the notes will be given by mail to the addresses of such holders as they appear in the security register. In addition, so long as the notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any such notice will be deemed to have been delivered on the date of first publication.
Replacement of Notes
In case of mutilated, destroyed, lost or stolen notes, application for replacement thereof may be made to the trustee or CODELCO. Any such note shall be replaced by the trustee in compliance with such procedures, and on such terms as to evidence and indemnification, as the trustee or CODELCO may require and subject to any applicable law or regulation. All such costs as may be incurred in connection with the replacement of any notes shall be borne by the applicant. Mutilated notes must be surrendered before new ones will be issued.
Modification of the Indenture
CODELCO and the trustee may, without the consent of the holders of notes, amend, waive or supplement the indenture or the notes for certain specified purposes, including among other things: (i) to evidence CODELCOSs succession by another corporation, and the assumption by such party of CODELCO*s obligations; (ii) to add to CODELCO*s covenants or surrender any of its rights or powers for the benefit of all or any series of notes; (iii) to cure any ambiguity, defect or inconsistency in the indenture; (iv) to provide for the issuance of any new series of securities, andor add to the rights of any holders of any series of notes; (v) to provide for the appointment of a successor trustee; (vi) to add any additional Events of Default for the benefit of any or all series; (vii) to provide for the issuance of securities in bearer form; and (viii) to make any other change to the indenture as shall not adversely affect the interests of any holder of the notes.
In addition, with certain exceptions, the indenture and the notes may be modified by CODELCO and the trustee with the consent of the holders of a majority in aggregate principal amount of the notes of the series
115 affected thereby then outstanding, but no such modification may be made without the consent of the holder of each outstanding note affected by the modification which would:
(0) change the maturity of any principal of, or any premium on, or any installment of interest on, any note, or reduce the principal amount thereof or the rate of interest or any premium (or Additional Amounts, if any) payable thereon, or change the method of computing the amount of principal thereof or interest or premium (or Additional Amounts, if any) payable thereon on any date, or change any place of payment where, or the coin or currency in which, the principal or interest (including Additional Amounts) on any note are payable, or impair the right of holders to institute suit for the enforcement of any such payment on or after the date when due; (ii) reduce the percentage in aggregate principal amount of outstanding notes of such series, where the consent of holders is required for any such modification or for any waiver of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture; or (iii) modify provisions relating to waiver of certain defaults, waiver of certain covenants and the provisions summarized in this paragraph, including provisions governing the amendment of the indenture, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected by the modification.
The indenture provides that the notes owned by CODELCO or any of its affiliates shall be deemed not to be outstanding for, among other purposes, consent to any such modification.
Defeasance and Covenant Defeasance
CODELCO, at its option, at any time upon the satisfaction of certain conditions described below, may elect to be discharged from its obligations with respect to the notes. In general, upon a defeasance, CODELCO shall be deemed to have paid and discharged the entire indebtedness represented by the notes and to have satisfied all of its obligations under the notes, except for: (i) the rights of holders of notes to receive, solely from the trust fund established for such purposes, payments in respect of the principal of, and interest, and Additional Amounts, if any, on the notes when such payments are due; (ii) certain provisions relating to ownership, registration and transfer of the notes; (iii) the covenant relating to the maintenance of an office or agency in New York City, and (iv) certain provisions relating to the rights, powers, trusts, duties and immunities of the trustee.
In addition, CODELCO, at its option, at any time, upon the satisfaction of certain conditions described below, may discharge its obligation to comply with the covenants specified above under -Consolidation, Merger, Conveyance, Sale or Lease, -Limitation on Liens and -Limitation on Sale-and-Lease-Back Transactions.
In order to cause a defeasance or covenant defeasance with respect to the notes, CODELCO will be required to (i) deposit funds or obligations issued by the United States in an amount sufficient to provide for the timely payment of principal, interest and all other amounts due under the notes with the trustee, and (ii) satisfy certain other conditions, including delivery to the trustee of an opinion of independent tax counsel of recognized standing to the effect that beneficial owners of notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Such opinion of counsel in the case of defeasance must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture.
Governing Law; Submission to Jurisdiction; Sovereign Immunity
The indenture provides that it and the notes will be governed by, and will be construed and interpreted in accordance with, the law of the State of New York. The indenture provides that CODELCO will maintain at all times during the life of the notes an office or agent in the Borough of Manhattan, The City of New York, upon whom process may be served in any action arising out of or based on the notes which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York,
116 in either case in the Borough of Manhattan, The City of New York, by any holder of a note, and CODELCO will expressly accept the jurisdiction of any such court.
To the extent that CODELCO may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the notes, to claim for itself or its revenues or assets any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations under the notes, and to the extent that in any such jurisdiction there may be attributed to CODELCO such an immunity (whether or not claimed), CODELCO will irrevocably agree not to claim and will irrevocably waive such immunity to the maximum extent permitted by law.
Article 226 of the Mining Code of Chile prohibits the attachment and judicial sale of a debtor’s mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to those mining concessions, except with respect to mortgages. However, a debtor may consent to such attachment and sale, provided that the consent is given in the same judicial proceeding in which the attachment and sale is sought. The general waiver of immunity by CODELCO in the notes will not be effective with respect to immunity under Article 226. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits exploited by CODELCO upon its creation in 1976 cannot be subject to attachment or to any act of disposition by CODELCO.
Further Issues of Notes
Without the consent of the holders, CODELCO may create and issue additional notes with terms and conditions that are the same (or the same except as to scheduled interest payments prior to the time of issue of the additional notes) as the terms and conditions of the notes. CODELCO may consolidate the additional notes to form a single series with the notes; provided, however, that unless such additional notes are issued under a separate CUSIP number, such additional notes must be part of the same issue as the outstanding series of notes for U.S.
federal income tax purposes, issued pursuant to a qualified reopening of the outstanding series of notes for U.S.
federal income tax purposes, or issued with less than a de minimis amount of original issue discount.
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TAXATION General
The following is a summary of certain Chilean tax and U.S. federal income tax considerations (and certain EU-related tax consequences) relating to the purchase, ownership and disposition of notes. The summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the notes, and, except to the extent certain EU-related tax consequences are described below, it does not describe any tax consequences arising under the laws of any national, state, or local taxing jurisdiction other than the United States and Chile.
This summary is based on the tax laws of Chile and the United States as in effect on the date of this offering memorandum, as well as regulations, rulings and decisions of Chile and the United States available on or before such date and now in effect. All of the foregoing is subject to change, which may apply retroactively and could affect the continued validity of this summary.
Prospective purchasers of the notes should consult their own tax advisors as to the Chilean, United States or other tax consequences of the purchase, ownership and disposition of the notes, taking into account the application of the tax considerations discussed below to their particular situation, as well as the application of state, local, foreign or other tax laws.
On February 4, 2010, Chile and the United States entered into a tax treaty (the Treaty), which has been ratified by the Chilean Congress, but must be ratified by the competent authorities of the United States before it can enter into effect, and which may apply to income generated in Chile or the United States by a resident of either country. Investors should consult their own advisors regarding the application of the Treaty to their particular circumstances and the date on which a particular Treaty provision will enter into effect.
Chilean Taxation
The following is a general summary of the material consequences under Chilean tax law, as currently in effect, of an investment in the notes made by a Foreign Holder. For purposes of this summary, the term Foreign Holder means (i) an individual not resident or domiciled in Chile or (ii) a legal entity that is not incorporated under the laws of Chile, unless the notes are assigned to a branch or a permanent establishment of such entity in Chile. For purposes of Chilean taxation, (a) an individual is a resident of Chile if such individual has remained in Chile, uninterruptedly or not, for a period or periods that in total exceed 183 days within a twelve-month period, and (b) an individual is domiciled in Chile if such individual resides in Chile with the actual or presumptive intention of remaining in Chile notwithstanding the time resided in Chile (the intention will be determined according to the circumstances).
Under Chiles Income Tax Law, payments of interest or premium, if any, in respect of the notes to a Foreign Holder will generally be subject to a Chilean withholding tax assessed at a rate of 35%. However, interest from bonds or debentures issued by companies incorporated in Chile (i.e. CODELCO) are subject to a reduced tax rate of 4% (the Chilean Interest Withholding Tax).
The Income Tax Law provides that a Foreign Holder is subject to income tax on Chilean source income.
Chilean source income is defined by the Income Tax Law as income arising from goods located in Chile or activities performed in Chile, regardless of the domicile or residence of the taxpayer. The Income Tax Law establishes that capital gains derived from the sale of bonds issued by a Chilean taxpayer in Chile are considered Chilean source income. Hence, as the notes are not issued in Chile, capital gains arising from the sale or other dispositions by a Foreign Holder of the notes will not be deemed as Chilean source income.
As described above, CODELCO has agreed, subject to specific exceptions and limitations, to pay to the holders of notes Additional Amounts in respect of the Chilean Interest Withholding Tax in order that any interest or premium the Foreign Holder receives, net of the Chilean Interest Withholding Tax, equals the amount which would have been received by such Foreign Holder in the absence of such withholding. See Description of Notes-Payment of Additional Amounts.
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A Foreign Holder will not be liable for estate, gift, inheritance or similar taxes with respect to its holdings unless the notes held by a Foreign Holder are either located in Chile at the time of such Foreign Holders death, or, if the notes are not located in Chile at the time of a Foreign Holders death, if such notes were purchased or acquired with funds obtained from Chilean sources.
The issuance of the notes is subject to a 0.8% stamp tax on the principal, which will be payable by CODELCO. If the stamp tax is not paid when due, Chiles stamp tax law imposes penalties (fines, interests, and inflation adjustments), which will also be payable by CODELCO. In addition, until such tax (and any penalty) is paid, Chilean courts would not enforce any action brought with respect to the notes. We have agreed to pay promptly such tax when due.
U.S. Federal Income Taxation
This summary of U.S. federal income tax considerations deals with U.S. Holders (as defined below) that will hold CODELCO notes as capital assets and whose functional currency is the U.S. dollar. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular investors decision to purchase notes and generally does not address the tax treatment of U.S. Holders that may be subject to special tax rules, such as certain banks, tax-exempt entities, partnerships (or entities classified as partnerships for
U.S. federal income tax purposes) or partners therein, insurance companies, dealers in securities, nonresident alien individuals present in the United States for 183 days or more during a taxable year, or persons that will hold notes as part of an integrated investment (including a straddle) consisting of the notes and one or more other positions, nor does it address the tax treatment of U.S. Holders that do not acquire notes as part of the initial distribution at the notes issue price, which will equal the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the notes is sold for money.
As used in this section -U.S. Federal Income Taxation, the term U.S. Holder means a beneficial owner of a note that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income taxation on a net income basis in respect of the notes.
This summary is based on the U.S. Internal Revenue Code of 1986 (the Code), as amended to the date hereof, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this offering memorandum may affect the tax consequences described herein. Investors should consult their own tax advisors in determining the tax consequences to them of purchasing, owning, and disposing of the notes, including the application in their particular circumstances of the U.S. federal income tax considerations discussed below, as well as the application of state, local, non-U.S. or other tax laws, the alternative minimum tax or the Medicare tax on net investment income or the special timing rules prescribed under section 451(b) of the Code and possible changes in tax laws.
Special considerations may be relevant to prospective purchasers who are holders of Tender Notes who participate in the Tender Offers. Such prospective purchasers should consult their own tax advisors concerning the
U.S. federal income tax consequences to them of the acquisition of notes hereby and the sale of their Tender Notes pursuant to the Tender Offers being characterized as an exchange.
Qualified Reopening. For U.S. federal income tax purposes, the reopened notes will be treated as issued in a qualified reopening of the original notes. For U.S. federal income tax purposes, debt instruments issued in a qualified reopening are deemed to be part of the same issue as the original debt instruments. Under the treatment described in this paragraph, the reopened notes will have the same issue date, the same issue price and the same adjusted issue price as the original notes for U.S. federal income tax purposes. Under the qualified reopening rules, because the original notes were not issued with original issue discount for U.S. federal income tax purposes, the reopened notes issued hereby also do not have original issue discount. The remainder of this discussion assumes that the reopened notes offered hereby are issued in a qualified reopening.
Taxation of Interest and Additional Amounts. The gross amount of interest and Additional Amounts (including any Chilean Interest Withholding Tax withheld from interest payments and any Additional Amounts in respect thereof) will be taxable to a U.S. Holder as ordinary interest income in respect of the notes at the time it accrues or is actually or constructively received in accordance with the holder’s method of accounting for U.S.
119 federal income tax purposes. It is expected, and this discussion assumes, that the notes will be issued without original issue discount (OID) for U.S. federal income tax purposes.
Subject to generally applicable restrictions and conditions, Chilean Interest Withholding Tax withheld from payments of interest on the notes, or from Additional Amounts, at the appropriate rate applicable to the U.S.
Holder will be treated as a foreign income tax eligible (i) for credit against a U.S. Holders U.S. federal income tax liability, or (ii) at the election of such U.S. Holder, for deduction in computing such U.S. Holder’s taxable income provided that the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued for the relevant taxable year. Interest and Additional Amounts generally will constitute income from sources without the United States for foreign tax credit purposes. Such income generally will constitute passive category income or, in the case of certain U.S. Holders, general category income.
The calculation of foreign tax credits and, in the case of a U.S. Holder that elects to deduct foreign taxes, the availability of such deduction, involves the application of rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits and the treatment of Additional Amounts.
Accrued Interest. A portion of the price paid for a reopened note offered by this offering memorandum will be allocable to interest that accrued from the date of the previous payment of interest on the original notes through the date the reopened note is issued (accrued interest). To the extent a portion of a U.S. Holders purchase price for a note is allocable to accrued interest, a portion of the first stated interest payment equal to the amount of such accrued interest will be treated as a nontaxable return of such accrued interest to the U.S. Holder and such amount will reduce a U.S. Holders adjusted tax basis in the note by a corresponding amount.
Amortizable Bond Premium. If a note is acquired for an amount (excluding amounts paid for accrued interest, discussed above) in excess of its remaining redemption amount, the note will be treated as acquired with amortizable bond premium. The remaining redemption amount is the total of all future payments to be made on the note other than payments of qualified stated interest. Any such premium may be amortized as an offset to interest income on the notes (rather than as a separate deduction) using a constant yield method over the remaining term of the notes. Because the notes may be redeemed prior to maturity at a premium, special rules apply that may reduce, eliminate or defer the amount of premium that may be amortized with respect to the notes. A U.S. Holder who elects to amortize bond premium must reduce its tax basis in the notes by the amount of bond premium amortized in any year. In the event an election is not made to amortize such premium, then that premium will remain part of the U.S. Holder’s basis in the note and will decrease the gain or increase the loss otherwise recognized on a disposition of the note. The election as to whether to amortize premium applies to all taxable debt instruments with premium that are owned or subsequently acquired by the U.S. Holder, and may not be revoked without the consent of the U.S. Internal Revenue Service (IRS).
Taxation of Dispositions. A U.S. Holder will generally recognize taxable gain or loss upon the sale, exchange, redemption or other taxable disposition of the notes in an amount equal to the difference between the amount realized upon such sale, exchange, redemption or other disposition (less any accrued interest and, in the case of a redemption, any Additional Amounts with respect to accrued interest, which will be taxable in the manner described above under -Taxation of Interest and Additional Amounts) and such U.S. Holder’s adjusted tax basis in those notes. A U.S. Holders adjusted tax basis in a note will generally equal such U.S. Holders initial investment in the note. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the notes are held for more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for a preferential rate in respect of long-term capital gain. The deduction of capital losses is subject to limitations.
Capital gain or loss recognized by a U.S. Holder generally will be U.S. source gain or loss. Consequently, if any such gain would be subject to Chilean withholding tax, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. U.S. Holders should consult their own tax advisors as to the foreign tax credit implications of a disposition of the notes.
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Specified Foreign Financial Asset Reporting. Certain U.S. Holders that own specified foreign financial assets with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. Specified foreign financial assets include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the notes) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the notes, including the application of the rules to their particular circumstances.
Information Reporting and Backup Withholding. Payments of interest and Additional Amounts on the notes and sales or redemption proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the holder is an exempt recipient that, if required, establishes its exemption or (ii) in the case of backup withholding, the holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a holder will be refunded (or credited against such holders U.S. federal income tax liability, if any), provided the required information is properly furnished to the IRS on a timely basis.
The Proposed Financial Transaction Tax
The European Commission has published a proposal (the Commissions Proposal) for a Directive for a common financial transaction tax (FTT) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States). However, Estonia has since stated that it will not participate.
The Commission’s Proposal has very broad scope and could, if introduced in its current form, apply to certain dealings in the notes in certain circumstances.
Under the Commissions Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the notes where at least one party is a financial institution, and at least one party is established in a participating Member State.
A financial institution may be, or be deemed to be, established in a participating Member State in a broad range of circumstances, including (i) by transacting with a person established in a participating Member State or (ii) where the financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT remains subject to negotiation between the participating Member States and the legality of the proposal is uncertain. It may therefore be altered prior to any implementation, the timing of which remains unclear.
Additional EU Member States may decide to participate andor certain of the participating Member States may decide to withdraw.
Prospective holders of the notes are advised to seek their own professional advice in relation to the FTT.
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PLAN OF DISTRIBUTION
Subject to the terms and conditions of the purchase agreement among CODELCO, BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., the initial purchasers have severally, and not jointly, agreed to purchase from the Company the following respective principal amounts of notes listed opposite their name below at the initial offering prices set forth on the cover page of this offering memorandum, less commissions:
Initial Purchasers Principal Amount of Notes
… U.S.$195,000,000
… U.S.$195,000,000
… U.S.$195,000,000 . U.S.$195,000,000
Total acicicicicnicnocicnnonicicnincnnonconcnnonn co ron cnon conocio ranrancnrcno U.S.$780,000,000
BNP Paribas Securities Corp BofA Securities, Inc
J.P. Morgan Securities LLC Santander Investment Securities In:
The purchase agreement provides that the obligations of the several initial purchasers to purchase the notes offered hereby are subject to certain conditions precedent and that the initial purchasers will purchase all of the notes offered by this offering memorandum if any of these notes are purchased. The initial purchasers may use any of their affiliates to offer and sell any of the notes. The initial purchasers are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the purchase agreement, such as the receipt by the initial purchasers of officer’s certificates and legal opinions. The initial purchasers reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
After the initial offering, the initial purchasers may change the offering price and other selling terms.
CODELCO has agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the initial purchasers may be required to make in respect of any of these liabilities.
The notes have not been registered under the Securities Act. Each initial purchaser has agreed that it will offer or sell the notes only (i) in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act or (ii) in offshore transactions in reliance on Regulation S under the Securities Act. The notes being offered and sold pursuant to Regulation S may not be offered, sold or delivered in the United States or to, or for the account or benefit of, any U.S. person, unless the notes are registered under the Securities Act or an exemption from, the registration requirements thereof is available. Resales of the notes are restricted as described under Transfer Restrictions.
Until forty (40) days after the later of the commencement of the offering and the closing date, any offer or sale of notes within the United States by a broker-dealer (whether or not participating in this offering) may violate the registration requirements of the Securities Act, unless such offer or sale is made pursuant to Rule 144A under the Securities Act or another available exemption from the registration requirements thereof. Terms used above have the meanings given to them by Regulation S and Rule 144A under the Securities Act.
CODELCO has agreed, that for a period of 30 days from the date of the purchase agreement, CODELCO will not, without prior consent of the initial purchasers, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by CODELCO or any affiliate of CODELCO or any person in privity with CODELCO or any of its affiliates), directly or indirectly, or announce any public or broadly marketed offering of, any U.S. dollar-denominated debt securities issued or guaranteed by CODELCO in the international capital markets (other than the notes).
The notes are a new issue of securities without an established trading market. We intend to apply to list the notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the
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Luxembourg Stock Exchange; however, the notes have not yet been listed. The original notes are already listed on the Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Euro MTF market.
See General Information-Listing. The initial purchasers may make a market in the notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes or that an active market for the notes will develop. If an active public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.
In connection with the offering of the notes, the initial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the initial purchasers. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the initial purchasers engage in stabilizing or syndicate covering transactions, they may discontinue them at any time without notice.
The initial purchasers and their affiliates have performed and may in the future perform certain commercial banking, investment banking or advisory services for us from time to time for which they have received customary fees and expenses. The initial purchasers may, from time to time, continue to engage in transactions with and perform services for us in the ordinary course of their business. The initial purchasers are acting as dealer managers in the Tender Offers and may receive compensation for any Tender Notes tendered.
Certain of the dealer managers may hold some of the Tender Notes that will be purchased in the Tender Offers with the proceeds of this offering.
In addition, in the ordinary course of their business activities, the initial purchasers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities andor instruments of ours or our affiliates. Certain of the initial purchasers or their affiliates that have a lending relationship with us routinely hedge, and certain other of those initial purchasers or their affiliates that have a lending relationship with us may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such initial purchasers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby.
The initial purchasers and their affiliates may also make investment recommendations andor publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to customer that they acquire, long andor short positions in such securities and instruments.
Delivery of the notes is expected on or about October 22, 2021 which will be the third business day following the date of pricing of the notes (this settlement cycle being referred to as T+3). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes may be required, by virtue of the fact that the notes initially may settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade notes prior to their date of delivery hereunder should consult their own advisor.
Notice to Prospective Investors in the European Economic Area (EEA)
The notes are not intended to be offered, sold or otherwise made available to and will not be offered, sold or otherwise made available to any retail investor in the EEA. 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 (EU) 201465 (as amended, MIiFID IP); 123 (ii) a customer within the meaning of Directive (EU) 201697 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (ii) not a qualified investor as defined in Regulation (EU) 20171129 (as amended, the Prospectus Regulation).
Consequently, no key information document required by Regulation (EU) No 12862014 (as amended, the PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to and will not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of:
(1) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the ESMA) and any rules or regulations made under the FSMA to implement Directive (EU) 201697, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in the Prospectus Regulation as it forms a part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in Brazil
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The notes have not been and will not be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets. The issuance of the notes has not been nor will be registered with the CVM. Any public offering or distribution, as defined under Brazilian laws and regulations, of the notes in Brazil is not legal without prior registration under Law No. 6,38576 and CVM Instruction No. 400. Documents relating to the offering of the notes, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the notes is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.
Notice to Prospective Investors in Italy
The offer of the notes has not been registered with the Commissione Nazionale per le Societá e la Borsa (Italian Securities and Exchange Commission, or the CONSOB) pursuant to Italian securities legislation and, accordingly, the notes may not be offered, sold or distributed to the public in the Republic of Italy (Italy) nor may copies of this offering memorandum or of any other document relating to the notes be distributed in Italy, except:
() to investitori qualificati (qualified investors), as defined in Article 2, paragraph (e) of the Prospectus Regulation as implemented by Article 34-ter of CONSOB Regulation N*11971 of May 14, 1999, as amended from time to time, (the Issuers Regulation); or (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 N*58 of February 24, 1998, as amended from time to time, (the Financial Services Act) and Article
34-ter of the Issuers Regulation.
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 (1) or (ii) above must be:
() 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 N*16190 of 29 October 2007, as amended from time to time, and Legislative Decree N*385 of September 1, 1993, as amended from time to time (the Banking Act); (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 Italy; and (iii) in compliance with any other applicable laws and regulations or requirement imposed by the Bank of Italy, CONSOB or other Italian authority.
Any investor purchasing the notes in this 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.
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Notice to Prospective Investors in Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Act, and the notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except as pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Singapore
This offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, of such notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(0) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA, except:
(0) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising from an offer referred to in Section
275(1A), or Section 276(4)(1)(B) of the SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (y as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Notification under Section 309(B)U)(C) of the SFA. The Company has determined that the Securities are (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Notice to Prospective Investors in Switzerland
This offering memorandum is not intended to constitute an offer or solicitation to purchase or invest in the notes described herein. The notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated
126 trading facility in Switzerland. Neither this offering memorandum nor any other offering or marketing material relating to the notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this offering memorandum nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.
Notice to Prospective Investors in Chile
The notes may not be offered or sold in Chile, directly or indirectly, by means of a Public Offer (as defined under Law 18,045 and regulations from the CMF). Chilean institutional investors (such as banks, pension funds and insurance companies) are required to comply with specific restrictions relating to the purchase of the notes. Pursuant to Chilean law, a public offering of securities is an offering that is addressed to the general public or to certain specific categories or groups thereof. Considering that the definition of public offering is quite broad, even an offering addressed to a small group of investors may be considered to be addressed to a certain specific category or group of the public and therefore be considered public under applicable law. On June 27, 2012, the CMF issued Norma de Carácter General N*336 (General Rule N*336, hereinafter NCG 336), which is intended to govern the private offering of securities in Chile. NCG 336 provides that the offering of securities that meet the conditions described therein shall not be considered public offerings in Chile and shall be exempted from complying with the general rules applicable to public offerings.
The following information is provided to prospective investors pursuant to NCG 336:
1. Date of commencement of the offer: October 19, 2021. The offer of the notes is subject to CMF rule (norma de carácter general) No. 336, dated June 27, 2012, as amended, issued by the CMF.
2. The subject matter of this offer are securities not registered with the securities registry (registro de valores) or the foreign securities registry (registro de valores extranjeros) kept by the CMF. As a consequence, the notes are not subject to the oversight of the CMF.
3. Since the notes are not registered in chile, the issuer is not obliged to provide public information about the notes in Chile.
4. The notes shall not be subject to public offering in chile unless registered with the relevant securities registry kept by the CMF.
Notice to Prospective Investors in China
The notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the Peoples Republic of China (the PRC) (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
Notice to Prospective Investors in the Dubai International Financial Centre
This offering memorandum relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (DESA). This offering memorandum is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DESA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this offering memorandum nor taken steps to verify the information set forth herein and has no responsibility for this offering memorandum. The notes to which this offering memorandum relates may be illiquid andor subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of this offering memorandum, you should consult an authorized financial advisor.
Notice to Prospective Investors in Taiwan
The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and the notes may not be sold, issued or offered within Taiwan through a public offering or in a circumstance which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan requiring registration or approval of the Financial Supervisory Commission of Taiwan.
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No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the notes in Taiwan.
Notice to Prospective Investors in the Republic of Korea
The notes have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea except as otherwise permitted under applicable Korean laws and regulations.
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TRANSFER RESTRICTIONS
The notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except that notes may be offered or sold to (i) Qualified Institutional Buyers (QIBs) in reliance upon the exemption from the registration requirement of the Securities Act provided by Rule 144A and (ii) persons other than U.S. persons as such term is defined in Regulation S under the Securities Act (Foreign Purchasers) in offshore transactions in reliance upon Regulation S.
Each purchaser of the notes that is not a Foreign Purchaser will be deemed to: (ii) represent that it is purchasing the notes for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and is aware that the sale to it is being made in reliance on Rule 144A; (iii) acknowledge that the notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (iv) agree that if it should resell or otherwise transfer the securities, it will do so only pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with all applicable securities laws of the states of the United States or any other applicable jurisdiction; (v) agree that it will deliver to each person to whom it transfers notes notice of any restrictions on transfer of such notes; (vi) agree that it is not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Bank; and (vii) acknowledge that CODELCO, the trustee, the initial purchasers and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements. If it is acquiring any notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. If any of the acknowledgements, representations or agreements it is deemed to have been made by the purchase of notes is no longer accurate, it will promptly notify CODELCO and the initial purchasers.
Each 144A Global Note will bear the following legend:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 1444 UNDER THE SECURITIES ACT (RULE 144A)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTES EVIDENCED HEREBY UNDER RULE 144(d) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTES
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EXCEPT IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND ONLY (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION (IF APPLICABLE). PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS LEGEND WILL BE REMOVED ONLY AT THE OPTION OF THE ISSUER.
Each purchaser of notes that is a Foreign Purchaser will be deemed to:
() represent that it is purchasing the notes for its own account or an account for which it exercises sole investment discretion and that it and any such account is a Foreign Purchaser that is outside the United States and acknowledge that the notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; and (ii) agree that if it should resell or otherwise transfer the notes prior to the expiration of a restricted period (defined as 40 days after the later of the commencement of the offering and the closing date with respect to the notes), it will do so only (a)(1) outside the United States in compliance with Rule 904 under the Securities Act or (2) to a QIB in compliance with Rule 144A, and (b) in accordance with all applicable securities laws of the states of the United States or any other applicable jurisdiction.
Each Regulation S Global Note will bear the following legend:
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AGENCY IN ANY JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SECURITY IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. PRIOR TO THE EXPIRATION OF A 40-DAY RESTRICTED PERIOD OR SUCH LATER DATE AS THE COMPANY MAY NOTIFY TO THE TRUSTEE, THIS SECURITY, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A)J(1) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (2) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN COMPLIANCE WITH RULE 144A, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
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The transfer or exchange of a beneficial interest in a Regulation S Global Note for a beneficial interest in a corresponding 144A Global Note prior to the expiration of the restricted period will be made only in accordance with applicable procedures upon receipt by the trustee of a duly completed certificate from the transferor to the effect that such transfer is being made in accordance with Rule 144A under the Securities Act. Such written certification will no longer be required after the expiration of the restricted period. The transfer or exchange of a beneficial interests in a Rule 144A Global Note for a corresponding beneficial interest in a Regulation S Global Note, whether before or after the expiration of the restricted period, will be made only upon receipt by the trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Regulation S under the Securities Act.
For so long as the notes are listed on the Luxembourg Stock Exchange, if the notes are ever issued in certificated form: . Certificated Notes will be delivered by the trustee as described in this offering memorandum and at the offices of the paying agent; and . holders of notes in certificated form will be able to transfer or exchange their notes at the offices of the transfer agent.
Any resale or other transfer, or attempted resale of other transfer, made other than in compliance with the above stated restrictions shall not be recognized by us.
For further discussion of the requirements (including the presentation of transfer certificates) under the indenture to effect exchanges or transfers of interests in Global Notes, see Description of Notes-Registration, Form and Delivery -Certain Book-Entry Procedures for the Global Notes.
We have prepared this offering memorandum solely for use in connection with the offer and sale of the notes outside the United States, for the private placement of the notes in the United States and for the listing on the Luxembourg Stock Exchange. We and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of notes offered pursuant to Rule 144A under the Securities Act. This offering memorandum does not constitute an offer to any person in the United States other than any QIB under the Securities Act to whom an offer has been made directly by the initial purchasers or an affiliate of the initial purchasers.
Each purchaser of notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells notes or possesses or distributes this offering memorandum or any part of it and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or resales, and neither the Company nor the initial purchasers shall have any responsibility therefor.
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VALIDITY OF THE NOTES
The validity of the notes will be passed upon for CODELCO by Cleary Gottlieb Steen €: Hamilton LLP, New York, New York, United States counsel for CODELCO, and by Carey y Cía. Ltda., Chilean counsel to CODELCO, and for the initial purchasers by Davis Polk 8: Wardwell LLP, United States counsel for the initial purchasers, and by Philippi, Prietocarrizosa, Ferrero DU €: Uría SpA, Chilean counsel for the initial purchasers.
Cleary Gottlieb Steen € Hamilton LLP may rely without independent investigation as to all matters of Chilean law on Carey y Cía. Ltda., and Davis Polk € Wardwell LLP may rely without independent investigation as to all matters of Chilean law on Philippi, Prietocarrizosa, Ferrero DU €: Uría SpA.
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INDEPENDENT AUDITORS
The financial statements of CODELCO and its subsidiaries as of and for the years ended December 31, 2020 and 2019 and as of and for the years ended December 31, 2019 and 2018, included in this offering memorandum, have been audited by Deloitte Auditores y Consultores Ltda., independent auditors, as stated in their reports appearing herein (which reports express unmodified opinions and include, respectively, an explanatory paragraph referring to the convenience translation of the financial statements into English).
In 2021, our shareholders appointed PricewaterhouseCoopers Consultores Auditores SpA as our new independent auditors to replace Deloitte Auditores y Consultores Ltda.
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GLOSSARY OF CERTAIN MINING TERMS
Andesite: A fine-grained volcanic rock, usually dark grey in color, with an average composition of
50-60% sulphur dioxide.
Anode Copper: Blister copper that has undergone further refinement to remove impurities. In an anode furnace, the blister copper is blown with air and a hydrocarbon redundant to upgrade its purity to approximately
99.5% copper. It is then cast into keystone-shaped slabs that are shipped to an electrolytic refinery.
Anodic Slime: A product with a high content of precious metals that settles on the bottom of an electrolytic cell in the copper refinery during the production of copper cathodes. The product is called anode, or anodic, slime due to its muddy appearance. Anode slimes have a high commercial value based on their precious metals content (silver, gold, platinum and palladium).
Blister Copper: Copper that has been cast after passing through a converter. Blister copper is approximately
99.0% copper and takes its name from the blisters that form on the surface during cooling.
Breccia: A rock conglomerate made up of highly angular coarse fragments.
Calcopyrite: A combination of copper and iron sulfide with a metallic yellow-gold color, containing
34.7% copper, 30% iron and 26% sulfur.
Cathode: Copper produced by an electrochemical refining process that has been melted and cast into cakes, billets, wire bars or rods usually weighing approximately 90kg.
Concentration: The process by which crushed and ground ore is separated into metal concentrates and reject material through processes such as flotation. Concentrates are shipped to a smelter for further processing.
Concentrator: A plant where concentration takes place.
Converter: A plant that conducts a principal phase of the smelting process, blowing oxygen-enriched air through, molten metal, causing oxidation and the removal of sulfur and other impurities. In the case of copper, the product of this process is blister copper.
Copper Concentrate: A product of the concentrator usually containing 25% to 30% copper. It is the raw feed material for smelting.
Copper Grade: The concentration of copper in a given volume of rock, usually expressed as a percentage.
Dacite: A fine-grained volcanic rock similar in composition to andesite but containing a greater abundance of quartz crystals that are frequently visible to the naked eye.
Development: Activities related to the building of infrastructure and the stripping and opening of mineral deposits, commencing when economically recoverable reserves can reasonably be estimated to exist and generally continuing until commercial production begins.
Diorite: A dark, coarsely crystalline igneous rock, similar in composition to granite that is composed principally of silica, alumina, calcium and iron.
Electrolytic Refining: Electrochemical refining of copper anodes. Copper anodes are placed between layers of refined copper sheets in a tank through which an acid copper sulfate solution is circulated. A low voltage current is introduced, causing the transfer of copper from the anodes to the pure copper sheets, and producing
99.98% copper cathodes. Impurities, often containing precious metals, settle to the bottom of the tank.
Electrowinning: The process of directly recovering copper from solution by the action of electric currents.
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Exploration: Activities associated with ascertaining the existence, location, extent or quality of a mineral deposit.
Fine Copper: 99.99% pure copper obtained through metallurgical processes.
Flotation: A process of copper concentrate production in which mineral particles attach themselves to the bubbles in an oily froth and rise to the surface, where they are skimmed off. This process is used primarily for the concentration of sulfide ores.
Flux: A high grade silica, which reacts with iron oxides formed during smelting and converting stages to create a molten slag.
Geological Resources (measured, indicated and inferred): Concentrations or occurrences of materials in such form, quantity (tonnage and ore grade) and quality, based on specific geological evidence and knowledge, which allows for the calculation of the amount, ore grade and quality of the material with some level of confidence.
Grade A Copper: Electrolytic copper, in the form of cathodes, that (i) is at least 99.99% pure, (ii) meets the LME’s highest standards for copper quality, and (iii) is named in the LME-approved list of brands of Grade A copper.
Indicated Resources (geological or mineral resources): Resources about which CODELCOs knowledge is substantial but less extensive than its knowledge of measured resources.
Inferred Resources (geological or mineral resources): Resources about which CODELCO*s knowledge is only indirect.
Intrusion: A geologic processes in which magmatic material flows to the earth’s surface through pre-existing rocks.
Leached Capping: An abundant mass of iron oxide concentrated in the upper zones of a porphyry copper deposit.
Leaching: The process of extracting a soluble metallic compound from an ore by selectively dissolving it in a suitable solvent.
Matte: A high density liquid that is produced during the concentrate fusion stage of the pyro-metallurgical process.
Matte Sulfide: A high density liquid containing copper and iron sulfides that is produced of the concentrate fusion stage of the pyro-metallurgical process.
Measured Resources (geological or mineral resources): Resources about which CODELCOs knowledge is both extensive and direct.
Milling: A treatment process in which ore is ground into a fine powder.
Mine: Mines are the source of mineral-bearing material found near the surface or deep in the ground.
Mineral Deposit: A mineralized underground body that has been probed by a sufficient number of closely-spaced drill holes andor underground sampling measurements to support an estimate of sufficient tonnage and ore grade to warrant further exploration or development. Mineral deposits or mineralized materials do not qualify as commercially minable ore reserves (i.e., proved reserves or probable reserves), as prescribed under standards of the U.S. Bureau of Mines Circular 831 of 1980, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results has been concluded.
Mineral Resources (measured, indicated and inferred): Geological resources about which CODELCO has achieved increased knowledge and which enable CODELCO to generate a long-term mining plan for the exploitation of such resources.
135
Mineralization: A deposit of rock containing one or more minerals for which the economics of recovery have not yet been established.
Molybdenum: A metallic element, grayish in color, that resembles chromium and tungsten in many properties, and is used especially in strengthening and hardening steel.
Ore: A mineral or aggregate of minerals from which metal can be economically mined or extracted.
Ore Grade: The average amount of metal expressed as a percentage or in ounces per metric ton.
Ore Deposit: Category including all geological resources, mineral resources and ore reserves.
Ore Reserves: The economically mineable part of a mineral resource.
Ounces: Unit of weight. A troy ounce equals 31,103 grams or 1.097 avoirdupois ounces.
Outokumpu Flash Furnace: Pyro-metallurgical technology used to smelt copper concentrate.
Overburden: The alluvium and rock that must be removed in order to expose an ore deposit.
Oxide Ore: Metalliferous minerals altered by weathering, surface waters, and their conversion, partly or wholly, into oxides, carbonates, or sulfates.
Pierce Smith Converter: Horizontal furnace to remove impurities from white metal by oxidation.
Porphyry: Rock with siliceous minerals and fine-medium grained size.
Porphyry-type Ore Body: Deposit of porphyric rocks with economic mineralization.
Probable Ore Reserves: Ore reserves about which CODELCOs knowledge is substantial but less extensive than its knowledge of proved ore reserves.
Proved Ore Reserves: Ore reserves about which CODELCOs knowledge is both extensive and direct. Quantities of proved ore reserves are computed from dimensions revealed in outcrops, trenches, workings or drill holes, and grade and quality are computed from the results of detailed sampling. Sites for inspection, sampling and measurement of proved ore reserves are spaced so closely together, and the geologic character of the ore is so well defined, that its size, shape, depth and mineral content are well established.
Reclamation: The process of restoring mined land to a condition established by applicable law. Reclamation standards vary widely, but usually address issues of ground and surface water, topsoil, final slope gradients, overburden and revegetation.
Refining: The purification of crude metallic substances.
Reverberatory Furnace: A furnace with a shallow hearth and a ceiling that reflects flames toward the hearth or radiates heat toward the surface of the charge.
Rod Mill: A large rotating cylinder in which metal rods are used for grinding ore.
Slag: A residue of the smelting process containing iron and other impurities, which the Company disposes of with its other industrial solid waste.
Smelting: A pyro-metallurgical process in which metal is separated by fusion from those impurities with which it may be chemically combined or physically mixed.
136
Solvent Extraction: A method of separating one or more substances from a chemical solution by treatment with a suitable organic solvent.
Subvertical: Amount of waste material removed during mining per metric ton of ore extracted in a near-vertical spatial orientation.
Sulfide Ore: Ore characterized by the inclusion of metal in the crystal structure of a sulfide mineral.
Tabular: Having a near-rectangular geometric configuration close to a rectangular shape.
Tailings: Finely ground rock from which valuable minerals have been extracted by concentration.
Teniente Converter: A horizontal rotary furnace into which matte, concentrates and flux are placed, and through which oxygen-rich air is blown to provide sufficient heat to smelt the concentrates. Off-gases are captured and transported to the acid plant.
Teniente Modified Converter: An advanced pyro-metallurgical technology used to smelt copper concentrate.
Ton: A unit of weight. One metric ton equals 2,204.6 pounds. One short ton equals 2,000 pounds. Unless otherwise specified in this document, tons refers to metric tons.
Tourmaline: A dark-green hydrosilicate that exists in altered rock zones in some ore deposits.
137
GENERAL INFORMATION Authorization
The Ministry of Finance of Chile authorized CODELCO to commence negotiations to issue bonds abroad through Resolution N*1781 dated September 14, 2021. The Ministry of Finance of Chile authorized the issuance of the notes by Resolution N*1938 dated October 6, 2021.
CODELCOSs Board of Directors authorized the issuance of the notes in its ordinary session of August 26, 2021 by means of Reserved Agreement N*342021. CODELCO has obtained all other consents and authorizations necessary under Chilean law for the issuance of the notes.
Litigation
CODELCO is not involved in any litigation or arbitration proceeding which is material in the context of the issuance of the notes. CODELCO is not aware of any material litigation or arbitration proceeding that is pending or threatened.
Clearing
CODELCO has applied to have the notes accepted into DTCs book-entry settlement system. The notes have been accepted for clearance through the clearing systems of Euroclear System and Clearstream Banking, S.A.
The securities codes for the notes are:
CUSIP Number ISIN Number Common Code Rule 144A Global NOt8 …ooocccicinininoncno 21987BBA5 US21987BBA52 205887636 Regulation S Global Note ……oocicici… P3143NBF0O USP3143NBF08 205887644
The notes and the original notes will share the same CUSIP and ISIN numbers and be fungible, except that the notes offered and sold outside the United States in compliance with Regulation S shall be issued and maintained under temporary CUSIP and ISIN numbers during a 40-day distribution compliance period commencing on the date of issuance of the notes. The securities codes for the notes are:
Temporary CUSIP Temporary ISIN Number Number Regulation S Global NOt8 …..oocninninncn.. P3143NBN3 USP3143NBN32
Listing
CODELCO’s LEI Code is 549300UVMBCBCIPSU170. We intend to apply 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 in accordance with its rules and regulations. The original notes are already listed on the Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Euro MTF market. If any European or national legislation is adopted and is implemented or takes effect in Luxembourg in a manner that would impose requirements on us that CODELCO, in its discretion determines are impracticable or unduly burdensome, CODELCO may de-list the notes. In these circumstances, there can be no assurance that CODELCO would obtain an alternative admission to listing, trading andor quotation for the notes by another listing authority, exchange andor system within or outside the EU. For information regarding the notice requirements associated with any delisting decision, see Description of Notes-Notices.
CODELCO has initially appointed The Bank of New York Mellon SANV, Luxembourg Branch to serve as its Luxembourg listing agent. You can contact the Luxembourg listing agent at the addresses listed on the inside back cover of this offering memorandum. CODELCO will maintain a paying agent so long as the notes are listed on the Luxembourg Stock Exchange. Any change in the paying agent will be communicated to the Luxembourg Stock Exchange and through publication in a daily newspaper in Luxembourg.
138
As long as the notes are listed on the Luxembourg Stock Exchange, you may receive free of charge copies of the following documents at the offices of the listing agent or the paying agent on any business day: . this offering memorandum; . the indenture attaching the forms of the notes; . CODELCOSs statutory documents; . English translations of the official letter authorizing the incurrence of indebtedness as issued by the Ministry of Finance; and . the most recent annual report, including the Consolidated Financial Statements, of CODELCO.
Copies of the indenture may be physically inspected during usual business hours on any weekday (excluding Saturday, Sundays and public holidays) at the offices of the trustee at 240 Greenwich Street, Floor 7 East, New York, New York 10286.
The notes have been issued in registered, book-entry form through the facilities of DTC, and will be issued in certificated form only under the limited circumstances described in this offering memorandum.
Financial Condition
There has been no material adverse change in CODELCO” financial condition and prospects since the date of the last audited financial statements.
139
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Interim Consolidated Financial Statements as of and for the six month periods ended June 30, 2021 and 2020 Page
Interim consolidated statements of financial position. F-2 Interim consolidated statements Of profit Or lOSS ……coocicionocinnnnananinannnnconaconancnnonononcaconononc cn on oo cacon ananc orar ar rarananar A Interim consolidated statements of comprehensive inCOME ..ccococinconincnnnnnnananinanannnncananononinncnonracananancononanrararanaa O PD Interim consolidated statements of changes in equity …ococccconinicinnnnnonanininnnnnncnnananannnnononcncanananc oran on racananancacananóa Interim consolidated statements of cash flows F-8
Notes to the interim consolidated financial StateMentS…..ococonincnnnnincnnonaninnanincnnananancnncnononanononnonononcncononcacananano F-9
Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019 and independent auditors report
Independent Auditors Report from Deloitte Auditores y Consultores Limitada ……incoinnininnnninnnninnninncns F-121 Consolidated statements of financial position .. F-123 Consolidated statements of comprehensive income (10SS)……oconconinnnninnonincinincnnancnnencnnononcnnoninnoncononcnnononcononns F-125 Consolidated statements Of Cash ÍlOWS ……..ciconinnonininnoninnoninnocinnnnoncnnoncnnon canon onnononcnnon conan onion cnc onon canon canananiananns F-127 Consolidated statements of changes in equity …occnconciononinonnnnnnninnanincnnaninnenannanoncnnoncnnoncnnononion on canon canon cnnanonananns F-128 Notes to the consolidated financial StateMentS……conicnoninnnninnnninnnnnncnnincnnoncnnanonnononcnnoncnnononconcnconon conan cnnoncniananis F-129 Consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and independent auditors report
Independent Auditors Report from Deloitte Auditores y Consultores Limitada …….nconicininnnninnoninnn. F-234 Consolidated statements of financial positiON …….c.ciononionnninnoninnnnincanincnnancnnoncnnanoncnnoncnnononnononcon coronan conanonananns F-236 Consolidated statements of comprehensive income (loss) F-238 Consolidated statements Of Cash ÍlOWS ……..ciconinnonininnoninnoninnocinnnnoncnnoncnnon canon onnononcnnon conan onion cnc onon canon canananiananns F-240 Consolidated statements of changes in equity …ocononcinnncinoncnnnnnininnaninnanannnncncnnononannonanncncononinnnn canon cnnnncanananananis F-241 Notes to the consolidated financial StateMentS……conicnoninnnninnnninnnnnncnnincnnoncnnanonnononcnnoncnnononconcnconon conan cnnoncniananis F-242
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of June 30, 2021 (unaudited) and December 31, 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 06-30-2021 12-31-2020
No Assets Current assets Cash and cash equivalents 1 2,329,168 2,107,493 Other current financial assets 11 640,578 283,890 Other current non-financial assets 20,297 32,634 Trade and other currentreceivables 2 3,403,718 3,249,317 Accounts receivable from related entities, current 3 224,961 98,397 Inventories 4 1,943,120 1,912,067 Currenttax assets 6 6,368 74,324 Total current assets 8,568,210 7,758,122 Non-current assets
Other non-current financial assets 11 89,552 133,751 Other non-current non-financial assets 1,548 2,517 Non-currentreceivables 2 92,232 93,986 Accounts receivable from related parties, non-current 3 224 224 Non-current inventories 4 606,242 585,105 Investments accounted for using equity method 9 3,443,912 3,418,958 Intangible assets other than goodwill 44,588 45,895 Property, plant and equipment 7 29,615,153 29,551,905 Investment property 981 981 Right-oFuse assets 8 388,064 461,040 Non-currenttax assets 6 4,326 111,994 Deferred tax asseis 5 40,949 45,908 Total non-current assets 34,327,771 34,452,264 Total assets 42,895,981 42,210,386
The accompanying notes are an integral part of these interim consolidated financial statements.
F-2
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of June 30, 2021 (unaudited) and December 31, 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 06-30-2021 12-31-2020 No Equity and liabilities Liabilities Current liabilities Other financial liabiliies, current 12 515,912 529,946 Lease liabilities, current 8 130,590 145,404 Trade and other payables 15 1,754,800 1,498,285 Accounts payable to related entities, current 3 207,387 198,924 Other short-term provisions 16 573,442 562,027 Tax liabilites, current 6 444,850 8,445 Current provisions for employee benefits 17 303,871 460,778 Other current non-financial liabilities 28,963 36,098 Total current liabilities 3,959,815 3,439,907 Non-current liabilities Other non-current financial liabilities 12 17,209,058 17,735,200 Non-current lease liabilities 8 274,630 339,604 Non-current payables 449 460 Other long-term provisions 16 2,032,273 2,294,507 Deferred tax liabilites 5 6,451,109 5,527,795 Non-current provisions for employee benefits 17 1,153,853 1,243,940 Other non-current non-financial liabilities 2,491 2,482 Total non-current liabilities 27,123,863 27,143,988 Total liabilities 31,083,678 30,583,895 Equity Issued capital 5,619,423 5,619,423 Accumulated deficit (35,320) (194,696) Other reserves 18.b 5,271,786 5,276,822 Equity attributable to owners of the parent 10,855,889 10,701,549 Non-controlling interests 18.b 956,414 924,942 Total equity 11,812,303 11,626,491 Total liabilities and equity 42,895,981 42,210,386
The accompanying notes are an integral part of these interim consolidated financial statements.
FS
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
For the three and six-month periods ended June 30, 2021 and 2020 (unaudited) (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 01-01-2021 01-01-2020 04-01-2021 04-01-2020 Ne 06-30-2021 06-30-2020 06-30-2021 06-30-2020 Profit (loss) Revenue 19 10,014,919 5,238,857 5,364,443 3,004,392 Cost of sales (5,903,367) (4,513,199) (3,095,042) (2,290,883) [Gross profit 4,111,552 725,658 2,269,401 713,509] Other income 22a 58,732 63,108 41,475 40,099 Distribution costs (5,029) (5,050) (2,670) (3,659) Administrative expenses (220,662) (178,363) (136,426) (102,635) Other expenses, by function 22.b (939,888) (592,872) (501,994) (296,300) Other gains 15,325 14,718 9,271 7,200 Operating profit 3,020,030 27,199 1,679,057 358,214] Finance income 7,030 28,533 3,076 12,875 Finance costs 23 (304,507) (837,999) (149,007) (171,727) Impairmentof earnings and reversal ofimpairmentlosses as determined in accordance wit RS 9 ? (258) (152) (450) (648) Share of profit of associates and jointventures accounted for using equity method 9 218,120 (12,517) 130,350 13,744 Foreign exchange difference 25 35,386 263,265 13,936 (93,827) [Profit (loss) before income tax 2,975,801 (33,047) 1,676,956 118,931] Income tax expense 5 (1,880,162) (13,319) (1,047,479) (87,574) [Profit (loss) for the period 1,095,639 (46,366) 629,477 31,357] Profit (loss), atributable to
Proft (loss) attributable to owners ofthe parent 1,038,247 (47,137) 594,216 30,051
Profit (loss)Net income atributable to non-controlling interests 18.b 57,392 771 35,261 1,306 [Profit (loss) for the period 1,095,639 (46,366) 629,477 31,357
The accompanying notes are an integral part of these interim consolidated financial statements.
F-4
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three and six-month periods ended June 30, 2021 and 2020 (unaudited) (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 01-01-2021 01-01-2020 04-01-2021 04-01-2020 No 06-30-2021 06-30-2020 06-30-2021 06-30-2020 Netincome for the years 1,095,639 (46,366) 629,477 31,357
Comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss, before tax: Gains (loss) on remeasurementof defined beneft plans, before tax 17 62,393 (2,215) 56,621 (2,264) Share of other comprehensive (loss) income of associates and joint ventures accounted for
197) – 1,482 – using the equity method that will not be reclassified to profit or loss before tax (197) l Total comprehensive loss that will not be reclassified to profit or loss before tax 62,196 (2,215) 58,103 (2,264)] Components of other comprehensive income that will be reclassified to profit or loss, before tax: Exchange difference on translation Gains (losses) on exchange difference on translation, before tax (633) 1,227 1,050 (459) [ Comprehensive income (loss), before tax, exchange differences on translation (633) 1,227 1,050 (459)] Cash flows hedges Losses on cash flows hedges, before tax (63,422) (101,816) (55,418) (33,273) l Comprehensive income before tax, cash flow hedges (63,422) (101,816) (55,418) (33,273) ] Share of other comprehensive income (loss) of associates and jointventures accounted for . a . 1 using equity method that will be reclassifed to profitor loss, before tax Total comprehensive income to be reclassified to income for the period, before tax (64,055) (100,591) (54,368) (33,721) Other components of comprehensive income, before tax (1,859) (102,806) 3,735 (85,985)
Income tax relating to components of other comprehensive income
Income tax effect relating to benefít plans in other comprehensive income 5 (43,718) 1,465 (39,670) 1,508 Income taxes related to components of other comprehensive income that will not be reclassified to profit or loss for the period
(43,718) 1,465 (89,670) 1,508
Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period Income taxes relating cash flow hedges of other comprehensive income 5 41,224 66,180 36,021 21,627 come forina period components of comprehensive income to be reclassified 41,224 66,180 36,021 21,627 Comprehensive income (4,353) (35,161) 86 (12,850) Total comprehensive income 1,091,286 (81,527) 629,563 18,507 Comprehensive income, attributable to
Comprehensive income atributable to owners of parent 1,033,894 (82,298) 594,302 17,201 Comprehensive income atributable to non-controlling interests 18.b 57,392 7711 35,261 1,306 [Total comprehensive income 1,091,286 (81,527) 629,563 18,507
The accompanying notes are an integral part of these interim consolidated financial statements.
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the periods from January 1, 2021 to June 30, 2020 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Reseve an Reserve df Equiy Reserve of Other exchange remeasurement of Total Accumiated | atributableto | Nor-controlling
06-30-2021 Issued capital cashflow miscellaneous Total equity differences on defined benefit other reserves deficit Owners ofthe interests hedges reserves translation plans parent Nate 17 Nate 18 Nate 18 Opening balance at 01.01.2021 5,619,423 (2,939) 2,988 (805,556) 5,582,329| 5,276,822| (194,696) 10,701,549| 924,942| 11,626,491| Changes in equity Gain 1,038,247 | 1,038,247| 57,392| 1,095,639) Comprehensive income (633) (22,198) 18,675| (197) (4,353) (4,353) – (4,353) Profit (loss) (633) (22,198) 18,675| (197) (4,353) 1,083,894] 57,392| 1,091,286 Dividends (879,024) (879,024) (879,024) Capital contributions – – – – – – – – – – Increase (decrease) through transfers and other changes] – – – – (683) (683) 153 (530) (25,920) (26,450) Total changes in equity – (633) (22,198) 18,675 (880) (5,036)| 159,376 154,340 31,472| 185,812 Closing balance at 06302021 5,619,423 (8,572) (19,210) (286,881) 5,581,449| 5,271,786| (35,320)| 10,855,889| 956,414| 11,812,303
The accompanying notes are an integral part of these interim consolidated financial statements.
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the periods from January 1, 2021 to June 30, 2021 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Reseve an Reserve of Equiy Reserve of Other exchange remeasurement of Total Accumiated | atributableto | Nor-controlling
06-30-2020 Issued capital cashflow miscellaneous Total equity differences on defined benefit other reserves deficit Owners ofthe interests hedges reserves translation plans parent Nate 17 Nate 18 Nate 18 Opening balance at 01.01.2020 5,619,423 (6,672) 19,506 (805,770) 5,584,683| 5,291,747| (196,260) 10,714,910| 919,757| 11,634,667 Changes in equity Loss (47,137) (47,137) 771| (46,366) Comprehensive income 1,227| (85,636) (750) (2 (85,161) (85,161) -| (85,161) Profit (loss) 1,227| (85,636) (750) (2 (85,161) (82,298) 771| (81,527) Dividends – – – Capital contributions – – – – – – – – – – Increase (decrease) through transfers and other changes] – – – – (8) (8) 812 804| (7,566) (6,762) Total changes in equity > 1227| (35636) (750) (10) (85,169) (46,325) (81,494) (6,795)| (88,289) Closing balance at 06302020 5,619,423 (5,445)| – (16,130) (806,520) 5,584,673| 5,256,578] (242,585) 10,633,416| 912,962| 11,546,378|
The accompanying notes are an integral part of these interim consolidated financial statements.
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the six-month periods ended June 30, 2021 and 2020 (unaudited) (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 01-01-2021 01-01-2020 Noe 06-30-2021 06-30-2020
Cash flows provided by (used in) operating activities: Classes of cash receipts from operating activities Receipts from sales ofgoods and rendering of services 9,776,855 5,923,568 Other receipts from operating activities 26 1,025,796 914,457 Payments to suppliers for goods and services (4,704,636) (3,590,822) Payments to and on behalf of employees (858,746) (788,064) Other cash payments from operating activities 26 (1,526,366) (1,076,955) Dividends received 77,416 22,715 Income tax paid (336,173) (24,340) Cash flows provided by operating activities 3,454,146 1,380,559] Cash flows provided by (used in) investing activities Other payments to acquire equity or debt insttuments of other entities (193) (176) Purchase of property, plant and equipment (1,380,302) (1,304,082) Interestreceived 4,383 28,273 Other cash (outflows) (365,493) (540,913) [Cash fows (used in) investing activities (1,741,605) (1,816,898) | Cash flows from (used in) financing activities
Proceeds from borrowings and bonds long term – 3,496,000 Total proceeds from borrowings and bonds (550,975) (552,874) Repaymentof borrowings and bonds (74,884) (67,972) Payments oflease liabilities (464,806) – Interest paid (342,544) (337,897) Other cash (outflows) infows (36,290) (68,179) Cash flows (used in) provided by financing activities (1,469,499) 2,469,078 SA in cash and cash equivalents before effects of exchange rate 243,042 2,032,739 Effect of exchange rate changes on cash and cash equivalents (21,367) (20,373) Increase (decrease) in cash and cash equivalents 221,675 2,012,366 Cash and cash equivalents at beginning of period 1 2,107,493 1,303,105 Cash and cash equivalents at end of period 1 2,329,168 3,315,471
The accompanying notes are an integral part of these interim consolidated financial statements.
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 (UNAUDITED) AND DECEMBER 31, 2020 (In thousands of US dollars of the United States of America, except as indicated in other currency or unit)
l. GENERAL INFORMATION
1. Corporate information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation), is, in Management’s opinion, the largest copper producer in the world.
Codelco’s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by-products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades its products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
The Corporation is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF) and ¡is subject to its supervision. According to Article No.
10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companies, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelco’s head office is located in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-2) 26903000.
Codelco was incorporated through D.L. No. 1350 of 1976, which is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco is a government-owned mining, industrial and commercial company, which is a separate legal entity with its own equity. Codelco Chile currently carries out its mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
F-9
Corporación Nacional del Cobre de Chile
2.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco is governed by its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations. Codelco’s financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget and a Debt Amortization Budget.
The tax system applicable to Codelco’s taxable income is in accordance with Article 26 of D. L.
No.1350 which refers to Decree Law No. 824 on Income Tax of 1974 and Decree Law No. 2398 (Article 2) of 1978, as applicable. The Corporation’s taxable income is also subject to a Specific Mining Tax in accordance with Law No. 20026 of 2005.
According to Law No. 13196, the return on foreign currency of the Corporation’s foreign sales (real income), of its copper production, including its by-products, is taxed at 10% and method of payment and the duration of this obligation for Codelco, which are detailed in Note 111.22 letter c) of this report.
The subsidiaries whose financial statements are included in these consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note 11.2.d.
The associates located in Chile and abroad, are detailed in the Explanatory Notes Section l1l of Note 9.
Basis of presentation of the consolidated financial statements
The interim consolidated statements of financial position as of June 30, 2021 and the consolidated statements of financial position as of December 31, 2020, the interim consolidated statements of profit or loss, statements of comprehensive income for the three and six-month periods ended June 30, 2021 and 2020 and the interim consolidated statements of changes in equity and cash flows for the six-month periods ended June 30, 2021 and 2020 have been prepared in accordance with International Accounting Standard No. 34 (IAS 34) “Interim Financial Reporting”, incorporated in the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter “lASB”).
These interim consolidated financial statements (unaudited) include all information and disclosures required in annual financial statements.
These interim consolidated financial statements (unaudited) have been prepared from accounting records maintained by the Corporation.
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Corporación Nacional del Cobre de Chile
The interim consolidated financial statements (unaudited) of the Corporation are presented in thousands of United States dollar (U.S. dollar).
Responsibility for the Information and Use of Estimates
The Board of Directors of the Corporation has been informed of the information included in these interim consolidated financial statements (unaudited) and expressly declared its responsibility for the consistent and reliable nature of the information included as of June 30, 2021, which financial statements fully comply with IFRS. These interim consolidated financial statements (unaudited) as of June 30, 2021 were approved by the Board of Directors at a meeting held on July 29, 2021.
Accounting Principles
These interim consolidated financial statements (unaudited) reflect the financial position of Codelco and its subsidiaries as of June 30, 2021 and December 31, 2020 and the results of their operations for the three and six-month periods ended June 30, 2021 and 2020, and changes in equity and cash flows for the six-month ended June 30, 2021 and 2020, and their related notes, all prepared in accordance with IAS 34 “Interim Financial Reporting, considering the respective presentation regulations of the Commission for the Financial Market.
ll… SIGNIFICANT ACCOUNTING POLICIES
1. Significant Judgments and Key Estimates
In preparing these interim consolidated financial statements, the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required. Such preparation also requires the Corporation’s Management to exercise its judgment in the process of applying the Corporation’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are as follows:
a) Useful economic lives and residual values of property, plant and equipment – The useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by internal specialists. The technical studies consider specific factors related to the use of assets.
When there are indicators that could lead to changes in the estimates of the useful lives of such assets, these changes are made by using technical estimates to determine the impact of any change
Corporación Nacional del Cobre de Chile
b) Ore reserves – The measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable, and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
The Corporation applies judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans’ accounting and the accounting for financial derivative instruments.
The Corporation estimates its reserves and mineral resources based on the information certified by the Competent Persons internal and external of the Corporation, who are defined and regulated according to Law No. 20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the aforementioned law.
Notwithstanding the foregoing, the Corporation periodically reviews its estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
Impairment of non-financial assets – the Corporation reviews the carrying amount of its non-financial assets to determine whether there is any indication that the carrying amount may not be recoverable. If any such indicator exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss. In testing impairment, the assets are grouped into cash generating units (“CGUs) to which the assets belong, if applicable The recoverable amount of these CGUs is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets is lower than their carrying amount, an impairment loss is recognized.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may impact the carrying amounts of the corresponding assets.
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods. Any changes to these criteria may impact the estimated recoverable amount of the assets.
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Corporación Nacional del Cobre de Chile
The Corporation has assessed and defined that the CGUs are determined at the level of each of its current operating divisions.
Impairment testing also is performed at subsidiaries and associates.
d) Provisions for decommissioning and site restoration costs – When a disruption is caused by the ongoing development or production of a mining property, an obligation to incur decommissioning and restoration costs arises. Costs are estimated on the basis of a formal closure plan and are reassessed annually or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant and equipment in accordance with IAS 16, and simultaneously a liability in accordance with IAS 37, is recorded.
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services is made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs.
Changes in the estimate of the liability as a result of changes in the estimated future costs or in the discount rate are added to or deducted from the respective asset cost. The amount deducted from the cost of the asset shall not exceed its carrying amount. Ifa decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
Ifthe adjustment results in an addition to the cost of the asset, Codelco considers whether this is an indicator that the new carrying amount of the asset may not be fully recoverable.
If such an indicator exists, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with AS 36.
The decommissioning costs are initially recorded at the moment when a plant or other assets are installed. Such costs are capitalized as part of property, plant and equipment and discounted to their present value. These decommissioning costs are charged to net income over the life of the mine, through depreciation of the corresponding asset.
Depreciation expense is included in cost of sales, while the unwinding of the discount in the provision is included in finance costs.
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Corporación Nacional del Cobre de Chile
e)
9)
h)
D
Provisions for employee benefits – Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method, and are recognized in other comprehensive income or profit or loss (depending on the accounting standards applicable) on an accrual basis.
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
Accruals for open invoices – The Corporation uses information on future copper prices, through which it recognizes adjustments to ¡ts revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated on a monthly basis, See Notes 2 r) Revenue from contracts with customers of Note 2 Significant accounting policies below.
Fair value of derivatives and other financial instruments – Management may use ¡ts judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the instruments among others.
Lawsuits and contingencies – The Corporation assesses the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When it is considered more likely than not that a loss is probable and it may be reliably estimated, a provision is recognized.
Application of IFRS 16 – includes the following:
– Estimation of the lease term;
– Determine if it is reasonably certain that an extension or termination option will be exercised;
– Determination of the appropriate rate to discount lease payments.
Revenue recognition -The Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
Corporación Nacional del Cobre de Chile
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required in order to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation. (The Corporation applies the constraint on variable consideration as defined in IFRS 15, if applicable).
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these consolidated financial statements, itis possible that new developments could lead the Corporation to modify these estimates in the future.
Such modifications, if applicable, would be adjusted prospectively, as required by IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
2. Significant accounting policies
a. Period covered – The accompanying interim consolidated financial statements (unaudited) of Corporación Nacional del Cobre de Chile include the following statements:
– Interim consolidated statements of financial position as of June 30, 2021 (unaudited) and December 31, 2020.
– Interim consolidated statements of profit or loss for the three and six-month periods (unaudited) ended June 30, 2021 and 2020.
– Interim consolidated statements of comprehensive income (unaudited) for the three and six- month periods (unaudited) ended June 30, 2021 and 2020.
– Interim consolidated statements of changes in equity (unaudited) for the six-month periods (unaudited) ended June 30, 2021 and 2020.
– Interim consolidated statements of cash flows (unaudited) for the six month-periods ended June 30, 2021 and 2020.
b. Basis of preparation – These interim consolidated financial statements (unaudited) of the Corporation as of June 30, 2021 have been prepared in accordance with the instructions of the Commission for the Financial Market which fully comply with International Financial Reporting Standards (IFRS) issued by the lASB.
The consolidated statements of financial position as of December 31, 2020 (audited), and the statements of profit or loss for the three and six-month period ended June 30, 2020 (unaudited) and the statements of shareholders’ equity and cash flows for the six-month period ended June 30, 2020 (unaudited), which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the lASB, on a basis consistent with the basis used for the same period ended June 30, 2020, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of June 30, 2021, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation” in section Il of this report.
These interim consolidated financial statements have been prepared from accounting records held by the Company.
Corporación Nacional del Cobre de Chile
c. Functional Currency – The functional currency of Codelco ¡is the U.S. dollar, which is the currency of the primary economic environment in which the Corporation operates and the currency in which it receives ¡ts revenues.
The functional currency of subsidiaries, associates and joint ventures, is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For those subsidiaries and associates that are an extension of the operations of Codelco (entities that are not self-sustaining and whose main transactions are with Codelco); the functional currency is also the U.S. dollar.
The presentation currency of Codelco’s consolidated financial statements is the U.S. dollar.
d. Basis of consolidation – The consolidated financial statements incorporate the financial statements of the Corporation and its subsidiaries.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses and cash flows related to transactions between consolidated companies are fully eliminated on consolidation. The value of the non-controlling interest of shareholders in equity and in the results of affiliates is presented, respectively, as ” Non-controlling interests” in the consolidated statement of financial position and “Income (loss) attributable to non-controlling interests” and “Comprehensive income (loss) attributable to non-controlling interests” in the consolidated statements of profit or loss.
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Corporación Nacional del Cobre de Chile
The companies included in the consolidation are as follows:
06-30-2021 12-31-2020 TAX ID No. COMPANY Country Currency % Ownership % Ownership Direct | Indirect | Total Total Foreign – [Chile Copper Limited England GBP | 100.00 100.00 100.00 Foreign [Codelco do Brasil Mineracao Brazil BRL 100.00 | 100.00 100.00 Foreign [Codelco Group Inc. US$ uss | 100.00 100.00 100.00 Foreign [Codelco Intemational Limited US$ US$ – 100.00 Foreign – [Codelco Kuplerhandel GmbH Germany EURO | 100.00 100.00 100.00 Foreign. [Codelco Metals Inc. USA US$ 100.00 | 100.00 100.00 Foreign [Codelco Services Limited England GBP 100.00 | 100.00 100.00 Foreign. [Codelco Shanghai Company Limited China RMB | 100.00 100.00 100.00 Foreign. [Codelco USA Inc. US$ US$ 100.00 | 100.00 100.00 Foreign [Codelco Canadá Canada uss | 100.00 – | 100.00 100.00 Foreign |Ecometales Limited Islas Anglonormandas | US$ 100.00 | 100.00 100.00 Foreign [Exploraciones Mineras Andinas Ecuador EMSAEC S.A. Ecuador US$ 100.00 | 100.00 100.00 Foreign. |Cobrex Prospeccao Mineral Brazil BRL 5100 | 51.00 51.00
78.860.780-6 [Compañía Contractual Minera Los Andes Chile uss | ees7| 003| 100.0 100.00
81.767.200-0 [Asociación Garantizadora de Pensiones Chile cl 96.69 96.69 96.69
88.497.100-4 [Clínica San Lorenzo Limitada Chile cue 99.90 | 0.10| 100.00 100.00
96.817.780: |Inmobiliaia de Salud de Codelco SpA (Ex – SEHC Calama) Chile uss | 100.00 – | 100.00 100.00
76.35.4907 [Inmobiliaria Hospital del Cobre-Calama S.A. Chile cue 100.00 | 100.00 100.00
96.819.040-7 [Complejo Porwario Mejilones S.A. Chile uss | es 001| 100.00 100.00
96.991.180-9 [Codelco Tec SpA Chile uss | eesi| 009| 100.00 100.00
99.569.520-0 [Exploraciones Mineras Andinas S.A. Chile Uss | eso| 010| 100.00 100.00
99.573.6004 [Clínica Río Blanco S.A. Chile cue 99.00| 100 | 100.00 100.00
76.064.6822 [Centro de Especialidades Médicas Río Blanco Ltda. Chile cue 99.00| 100 | 100.00 100.00
77.713.260 [Inversiones Copperfeld SpA Chile uss | 100.00 100.00 100.00
76.043.396 [Innovaciones en Cobre S.A. Chile US$ 0.05| 99:95| 100.00 100.00
76.148.338 |Sociedad de Procesamiento de Molibdeno Ltda. Chile Uss | 9 005| 100.00 100.00
76.173.357 [Inversiones Gacrux SpA Chile uss | 100.00 100.00 100.00
76.231.8385 [Inversiones Mineras Nueva Acrux SpA. Chile US$ 67.80 | 67.80 67.80
76.237.866 [Inversiones Mineras Los Leones SpA Chile uss | 100.00 100.00 100.00
76.173.783 [Inversiones Mineras Becrux SpA Chile US$ 67.80 | 67.80 67.80
76.124.1567 [Centro de Especialidades Médicas San Lorenzo Ltda. Chile US$ 100.00 | 100.00 100.00
76.255.061 |Cental Eléctica Luz Minera SpA Chile uss | 100.00 100.00 100.00
70.905.700-6 |Fusat Chile cue –
76.334.3707 |Isalud Isapre de Codelco Ltda. Chile cue 59.26 | 40.73 | 99.90 99.99
78.394.040: |Cento de Servicios Médicos Porvenir Ltda. Chile cue 99.00 | 99.00 99.00
77.928.390 [Inmobiliaria e Inversiones Rio Cipreces Ltda, Chile cue 99.90 | 99.90 99.90
77.270.0202 [Prestaciones de Servicios de la Salud Intersalud Ltda. Chile cue 99.00 | 99.00 99.00
76.754.3018 [Salar de Maricunga SpA Chile cu | 100.00 100.00 100.00
For the purposes of these consolidated financial statements, subsidiaries, associates, acquisitions and disposals are defined as follows:
– – Subsidiaries: A subsidiary is an entity over which the Corporation has control. Control is exercised if, and only if, the following conditions are met: the Corporation has i) power to direct the relevant activities of the subsidiaries unilaterally; ii) exposure or rights to variable returns from these entities; and iii) the ability to use its power to influence the amount of these returns.
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Corporación Nacional del Cobre de Chile
The Corporation reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
The consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows of Codelco and its subsidiaries, after eliminating all inter- company balances and transactions.
The value of the non-controlling interest in the equity, net income and results of affiliates is presented, respectively, under the captions “Non-controlling interests” in the consolidated statement of financial position; “Income (loss) attributable to non- controlling interests”; and “Comprehensive income attributable to non-controlling interests in the consolidated statements of profit or loss.
– – Associates: An associate is an entity over which Codelco has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of the associate but is not control or joint control over those policies.
Codelco’s interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelco’s share of the comprehensive income of the associate, less any impairment losses or other changes to the investment in net assets of the associate.
The Corporation makes adjustments to the proportional gains or losses obtained by the associate after acquisition to take into account the effects that may exist in the depreciation of the fair value of the assets considered at the date of acquisition.
– – Acquisitions and disposals he results of businesses acquired are incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
If control is lost over a subsidiary, the retained ownership interest in the investment will be recognized at its fair value.
At the acquisition date of an investment in a subsidiary, associate or joint venture, any excess of the cost of the investment (consideration transferred) plus the amount of the non-controlling interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelco’s share of the net fair value of the identifiable assets and acquired liabilities is recognized as goodwill. Any excess of Codelcos share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
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Corporación Nacional del Cobre de Chile
e.
Foreign currency transactions and reporting currency conversion- Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Gains and losses due to the effect of foreign currency transactions are included in the consolidated statement of profit or loss for the period within “Foreign exchange gains”
At the end of each reporting period, assets and liabilities denominated in Unidades de Fomento (UF or inflation index-linked units of account) are translated into U.S. dollars at the closing exchange rates of each period 6302021: US$40.82; 12312020: US$40.89; 6302020 : US$ 34.94). The expenses and revenues in Chilean pesos have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting recording of each operation.
The financial statements of subsidiaries, associates and jointly controlled entities, whose functional currency is other than the presentation currency of Codelco, are translated as follows for purposes of consolidation:
Assets and liabilities are converted using the prevailing exchange rate on the reporting date.
Income and expenses for each statement of profit or loss are translated at average exchange rates for the period.
All resulting exchange differences are recognized in comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows:
Closing exchange ratios Relation
06-30-2021 12-31-2020 06-30-2020 USD CLP 0.00137 0.00141 0.00122 USD GBP 1.38045 1.36036 1.23870 USD BRL 0.20057 0.19317 0.18476 USD EURO 1.18483 1.22835 1.12360 USD AUD 0.74968 0.76781 0.68989 USD HKD 0.12878 0.12900 0.12903 USD RMB 0.15464 0.15365 0.14143
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Corporación Nacional del Cobre de Chile
f. Offsetting balances and transactions – As a general standard, assets and liabilities, revenue and expenses, are not offset in the financial statements, except for those cases in which offsetting is required or is allowed by a standard and the presentation is a reflection of the substance of the transaction.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of profit or loss.
. Property, plant and equipment and depreciation – ltems of property, plant and equipment are initially recognized at cost. Subsequent to initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
Extension, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or an increase in the useful life of the assets are capitalized as increasing the cost of the corresponding assets.
The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. In other cases, a straight-line depreciation criterion is used.
The assets included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
Category Useful Life Land Not depreciated Land on mine site Unit of production Buildings Straight-line over 20-50 years Buildings in underground mine levels Units of production level Vehicles Straight-line over 3-7 years Plant and equipment Unit of production Smelters Unit of production Refineries Unit of production Mining rights Unit of production Support equipment Unit of production Intangible – software Straight-line over 8 years Open pit and underground mine development Unit of production
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Corporación Nacional del Cobre de Chile
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates is recognized prospectively.
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long- term plans updated as of that date.
This review may be made at any time if the conditions of ore reserves change significantly as a result of new known information, confirmed and officially released by the Corporation.
The gain or loss resulting from the disposal or retirement of an asset is calculated as the difference between the price obtained on disposal and the value recorded in the books, recognizing the charge or credit to income for the period.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period of time before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at US$1. Notwithstanding the above, those reserves and resources acquired as part of acquisition of entities accounted for as business combinations, are recognized at their fair value.
h. Intangible assets – The Corporation initially recognizes these assets at acquisition cost.
The aforementioned cost is amortized systematically over their useful lives, except in the case of assets with indefinite useful lives, which are not amortized, and are assessed for impairment at least once a year and, in any case, whenever there ¡is an indication that impairment may have occurred. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impairment losses.
The main intangible assets are described as follows: Research and Technological Development and Innovation Expenditures: The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives.
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Corporación Nacional del Cobre de Chile
Development expenses for technology and innovation projects are recognized as intangible assets at cost, if and only if, all of the following have been demonstrated:
– – The technical feasibility of completing the intangible asset so that it will available for use or sale;
– The intention to complete the intangible asset is to use or sell it;
– – The ability to use or sell the intangible asset;
– – That the intangible asset will generate probable future economic benefits;
– The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
– The disbursement attributable to the intangible asset during its development can be reliably appraised.
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
i. Impairment of property, plant and equipment and intangible assets – Property, plant and equipment and intangible assets with finite useful lives are reviewed for impairment to verify whether there is any indication that the carrying amount may not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment to be recorded.
For intangible assets with indefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
The Corporation has defined each of its divisions as a cash generating unit.
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (LOM), based on a model of discounted cash flows, while the assets not included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
If the recoverable amount of an asset or CGU ¡is estimated to be less than ¡ts carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. In the event of a subsequent reversal of the impairment, the carrying amount is increased to the revised estimate of the recoverable amount, but to the extent that it does not exceed the carrying amount that would have been determined had no impairment been previously recognized.
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Corporación Nacional del Cobre de Chile
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under IAS 36 Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies. When calculating value in use, it is also necessary to base the calculations on the spot exchange rate at the date of calculation.
j. Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre- feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PP4.E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
k. Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– Itis probable that the future economic benefits associated with the stripping activity will flow to the entity.
– Itis possible to identify the components of an ore body for which access has been improved as a result of the stripping activity.
– The costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the production units of production extracted from the ore body related to the specific stripping activity which generated this amount.
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Corporación Nacional del Cobre de Chile
Income taxes and deferred taxes – Codelco and its Chilean subsidiaries recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, as well as, the specific tax on mining referred to in Law 20026 of 2005. lts foreign subsidiaries recognize income taxes according to the tax regulations in each country.
In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, which states that tax payments will be made on March, June, September and December of each year, based on a provisional tax calculation.
The deferred taxes arising from temporary differences and other events that create differences between the accounting and tax bases of assets and liabilities, are recorded in accordance with the standards established in lAS 12 Income tax.
Deferred taxes are also recognized for undistributed profits of subsidiaries and associates, originated by withholding tax rates on remittances of dividends paid out by such companies to the Corporation.
. Inventories – Inventories are measured at cost, when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (i.e., marketing, sales and distribution expenses). Costs of inventories are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non-current, according to the normal cycle of operation.
– – Materials in warehouse: These inventories are valued at acquisition cost and the Corporation determines an allowance for obsolescence considering that slow-moving materials in the warehouse remain in stock.
– – Materials in transit: These inventories are measured at cost incurred at the end of reporting period. Any difference as a result of an estimate of net realizable value of the inventories lower than it carrying amount is recognized in profit or loss.
. Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute its net income as presented in the financial statements. The payment obligation is recognized on an accrual basis.
. Employee benefits – Codelco recognizes a provision for employee benefits when there is a present obligation (legal or constructive) as a result of services rendered by its employees.
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Corporación Nacional del Cobre de Chile
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee severance indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the indemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees.
This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of June 30, 2021.
The employee severance indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position represent the present value of the accrued obligations.
Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits. The assumptions include an annual discount rate, expected increases in salaries and turnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
p. Provisions for decommissioning and site restoration costs – The Corporation recognizes a provision for the estimated future costs of decommissioning and restoration of mining projects in development or production when a mining activity causes a disruption under a constructive or legal obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
Costs arising from the obligation to dismantle a plant installation or other site preparation work, discounted to their present value, are provided for and capitalized at the beginning of each project or at the origin of the constructive or legal obligation, as soon as the obligation to incur such costs arises.
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Corporación Nacional del Cobre de Chile
These decommissioning and restoration costs are recorded in income through the depreciation of the asset that gave rise to such cost, and the use of the provision is made when the decommissioning materializes. Subsequent changes in estimates of decommissioning-related liabilities are added to or deducted from the costs of the related assets in the period in which the adjustment is made.
Other restoration costs, outside the scope of IAS 16, Property, Plant and Equipment, are provided for at their present value against operating results and the use of the provision is made in the period in which the restoration work is performed. Changes in the measurement of liabilities related to the location of the mining activity are recorded in operating income and depreciated over the respective useful lives of the assets giving rise to these changes.
The effects of the updating of the liability, due to the effect of the discount rate and or passage of time, is recorded as a financial expense.
q. Leases – The Corporation evaluates its contracts at initial application to determine whether they contain a lease The Corporation recognizes a right-of-use asset and a corresponding liability for lease with respect to all lease agreements in which Codelco is the lessee, except for short-term leases (defined as a lease with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Corporation recognizes the lease payments as an operating cost on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
The incremental rate for loans used by Codelco is determined by estimating the interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option. Variable payments that do not depend on an index or a rate are excluded.
The lease liability is subsequently measured as follows: the carrying amount increased to reflect the interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
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Corporación Nacional del Cobre de Chile
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) through a modified discount rate when:
– There is a change in the term of the lease or;
– There is a change in the assessment of an option to purchase the underlying asset or;
– There is a change in an index or rate which generates a change in cash flows.
Right-of-use assets comprise the amount of the present value of payments not made at the contract inception date, and lease payments made before or up to the inception date, less lease incentives received and any initial direct costs incurred plus other decommissioning and site restoration costs. The right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated losses due to impairment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with AS 37. Costs are included in the corresponding right-of-use asset, unless those costs are incurred to produce inventories.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset or the cost of the right-of-use asset reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation is made from the start date of the lease.
The Corporation applies IAS 36 to determine if a right-of-use asset is impaired and recognizes any impairment loss identified, as described in the accounting policy for Property, plant and equipment.
r. Revenue from Contracts with Customers – Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
– – Sale of mineral goods and | or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there ¡is receipt of the product instead of the buyers corresponding destination, thus recognizing revenue at the time of said transfer. When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
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Corporación Nacional del Cobre de Chile
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales of copper is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing is typically between one and nine months. Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
In terms of hedge accounting established by IFRS 9, the Corporation has opted to continue applying the hedge accounting requirements of IAS 39 instead of the requirements of the new standard.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
– Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services is recognized when the amounts can be measured reliably and when the services have been provided.
s. Derivatives contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of its products and of exchange rates.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the ineffective portion is immediately recognized in profit or loss and included in the Finance cost or Finance income line items, depending on the effect of such ineffectiveness. The amount recognized in comprehensive income is reclassified to income, in the same line in which the effects generated by the hedged item are recorded, once the results of the hedged transactions are recorded in the same line or until the maturity date of such transactions.
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Corporación Nacional del Cobre de Chile
A hedge is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.
Upon discontinuation of the hedge contract or the associated designated accounting and according to the circumstances of each case, the accumulated gainloss on the derivative instrument remains in equity until the hedge transaction occurs, or, if discontinuation is expected to occur, the amount in equity is reclassified to profit or loss.
The total fair value of hedging derivatives is classified as non-current financial asset or liability, if the remaining maturity of the hedged item is greater than 12 months, and as current financial asset or liability, ¡fthe remaining maturity of the hedged item is less than 12 months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below:
– – Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate variations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
– Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
Hedging policies seek to protect expected cash flows from product sales operations by adjusting, when necessary, physical sales contracts to its commercial policy. When the sales commitments are fulfilled and the metal derivative contracts are settled, there ¡is an offset between the results of the sales transactions and the results of hedging using metal derivatives.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– – Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there is an embedded derivative, and the host contract is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative is required to be recognized separately.
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Corporación Nacional del Cobre de Chile t
Financial information by segment – The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively. Income and expenses of the Head Office are allocated to the defined operating segments.
. Presentation of Financial Statements – For purposes of IAS 1 Presentation of Financial
Statements, the Corporation presents its statement of financial position classified as “current and non-current” and its statements of profit or loss “by function” and cash flows using the direct method.
. Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of initial recognition and reviews it at each closing date.
The classification depends on the business model in which the investments are managed and the contractual characteristics of their cash flows.
The Corporation’s financial assets are classified into the following categories:
– – Atfair value through profit or loss: Initial recognition: This category includes those financial assets that do not qualify in the business model to collect contractual cash flows, nor do such cash flows come exclusively from capital and interest. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition is at fair value, recording in the consolidated statement of comprehensive income, in the line Other gains (losses) any changes in fair value.
– – Amortized cost: Initial recognition: This category includes those financial assets that qualify in the business model and that are held for the purpose of collecting contractual cash flows and that meet the “Solely Payment of Principal and Interest” (SPPI) criterion. This category includes certain Trade and other current receivables, and the loans included in other non-current financial assets.
Subsequent recognition: These (debt) instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any impairment allowance.
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Corporación Nacional del Cobre de Chile
Interest income is recognized in profit or loss and is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
– – Atfair value through other comprehensive income: Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPPI) are classified in this category and must be maintained within a business model both to collect the cash flows and to sell the financial assets.
These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in income. Other net gains and losses are recognized in other comprehensive income. On derecognition, the gains and losses accumulated in other comprehensive income for debt instruments are reclassified to income.
Codelco did not irrevocably choose to designate any equity financial instruments (assets) at fair value with effect on other comprehensive income.
w. Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs. Subsequent to their initial recognition, the valuation of the financial liabilities will depend on their classification, within which the following categories are distinguished:
– – Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
– – Financial liabilities measured at amortized cost: This category includes all financial liabilities other than those measured at fair value through profit or loss.
The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The method of the effective interest rate corresponds to the method of calculating the amortized cost of a financial liability and the allocation of interest expenses during the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
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Corporación Nacional del Cobre de Chile
Trade and other current payables are financial liabilities that do not explicitly accrue interest and are recognized at their nominal value, which approximates its fair value.
Financial liabilities are derecognized when the liabilities are paid or expire.
X. Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of its trade receivables. For these, it uses the simplified approach as required under IFRS 9. The Corporation considers a trade receivable to be in default at 90 days.
The provision matrix is based on the Corporation’s historical credit loss experience over the expected life of such trade receivables and is adjusted for forward-looking estimates taking into account the most relevant macroeconomic factors that affect bad debts.
Other accounts receivable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets. A provision for impairment losses on trade receivables and other financial assets is established when there is objective evidence that the amounts due may not be fully recovered.
y. Cash and cash equivalents – The statement of cash flows reflects changes in cash that took place during the period, determined under the direct method. The Corporation has defined the following:
– – Cash flows: Inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.
– Operating activities: Are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
– – Investing activities: These are the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.
– Financing activities: These are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
Bank overdrafts are classified as external resources in current liabilities.
z. Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, is taxed at 10%. The amount recognized for this concept is presented in the statement of profit or loss within the line item Other expenses by function. (Note 111.22 letter c)).
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Corporación Nacional del Cobre de Chile aa. Cost of sales – Cost of sales is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
ab. Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that is, as current for those with a maturity equal to or less than twelve months and as non-current for those with a greater maturity. Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non-current liabilities.
3. New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2020, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2021, which are:
a) Reform to the Reference Interest Rate (IBOR) – Phase 2 (amendments to IFRS 9, lAS 39, IFRS 7, IFRS 4 and IFRS 16)
It introduces a practical guide to address the modifications proposed in the IBOR reform, indicating, among others, that hedge accounting is not discontinued due to the mere appearance of the reform in question.
b) Lease Concessions Related to COVID-19 beyond June 30, 2021 (amendments to IFRS 16)
In May 2020, the lASB issued COVID-19 Related Lease Concessions (Amendments to IFRS 16) to provide tenants with an exemption to assess whether COVID-19 related lease concessions are a modification to the lease. At the date of issuance, the practical expedient was limited to lease concessions for which any reduction in lease payments affected only payments originally owed on or before June 30, 2021. Given that lessors continue to grant related lease concessions to COVID-19 to tenants and given the continuing and significant effects of the pandemic, the lASB decided to extend the period over which the practical file is available.
The changes amend IFRS 16 for:
a) Allow a lessee to apply the practical expedient to lease concessions for which any reduction in lease payments affects only payments originally due on or before June 30,
2022 (instead of only payments originally due on or after June 30, 2021);
b) Require a lessee to apply the amendments to do so for annual reporting periods beginning on or after April 1, 2021;
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Corporación Nacional del Cobre de Chile
c) Require a lessee to apply the amendments to do so retrospectively, recognizing the cumulative effect of initially applying the amendment as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of the annual reporting period. in which the lessee applies the amendments for the first time; and
d) Specify that, in the reporting period in which a lessee applies the amendments for the first time, a lessee is not required to disclose the information requested in paragraph 28 (f) of IAS 8.
The application of these amendments had no impact on the consolidated financial statements of the Corporation, however it could affect the accounting of future transactions or agreements.
4. New accounting pronouncements
The following new standards, amendments and interpretations had been issued by the 1ASB, but their application is not yet mandatory:
New IFRS Date of mandatory Summary application IFRS 17, Insurance | Annual periods beginning on | Establishes the principles for the Contracts or after January 1, 2023 recognition, measurement, presentation and disclosure of insurance contracts, reinsurance contracts and investment contracts with discretional participating features and supersedes IFRS 4 Insurance contracts.
Classification of Liabilities as | Annual periods beginning on | The amendments aim to promote Current or Non-Current | or after January 1, 2023 coherence in applying its requirements (Amendments to IAS 1) by helping companies to determine whether, in the statement of financial position, debts and other liabilities with an uncertain settlement date must be classified as current (maturing or potentially maturing in one year or less) or not current.
lt is important to note that this amendment must be applied retrospectively and early application is permitted.
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Corporación Nacional del Cobre de Chile
New IFRS Date of mandatory Summary application Reference to the Conceptual | Annual periods beginning on | Reference to Conceptual Framework Framework (Amendments to | or after January 1, 2022 2018 instead of 1989. Additionally, for IFRS 3) transactions within the scope of lAS 37 or IFRIC 21, an acquirer will apply lAS 37 or IFRIC 1 (instead of Conceptual Framework) to identify liabilities assumed in a business combination.
Finally, a statement is added so that an acquirer does not recognize contingent assets acquired in a business combination.
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Corporación Nacional del Cobre de Chile
New IFRS
Date of mandatory application
Summary
Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16)
Annual periods beginning on or after January 1, 2022
The income and costs from the sale of items produced while the asset is taken to the location and necessary condition of operation foreseen by the administration, are recognized in results.
It is not allowed to affect the cost of the asset by revenues and costs of such sales.
Onerous Contracts – Costs of Fulfilling a Contract (Amendments to IAS 37)
Annual periods beginning on or after January 1, 2022
Itis specified that the cost of fulfilling a contract includes “costs that are directly related to the contract”, which are those that either may be incremental costs of fulfilling that contract or an allocation of other costs that are directly related to fulfill the contracts.
Annual Improvements to IFRS Standards 2018-2020 (amendments to IFRS 1, IFRS 9, IFRS 16 and IAS
41)
Annual periods beginning on or after January 1, 2022
IFRS 1 First-time Adoption of IFRS: Allows an affiliate to apply paragraph D16 (a) to measure cumulative translation – differences using the amounts reported by its parent, based on the date of transition to IFRS of its parent.
IFRS 9 Financial Instruments: clarifies what fees are included when applying the 10 percent test in paragraph B3.3.6.
IFRS 16 Leases: removes from Illustrative Example 13, the illustration of the reimbursement of improvements to the leased asset made by the lessor.
IAS 41 Agriculture: removes the requirement in paragraph 22 to exclude tax cash flows when measuring the fair value of a biological asset using the present value technique.
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Corporación Nacional del Cobre de Chile
New IFRS
Date of mandatory application
Summary
Disclosures on accounting policies (Amendments to lAS 1 and IFRS 2 Practice Statement)
Annual periods beginning on or after January 1, 2023
The amendments require an entity to disclose its material accounting policies.
The additional amendments explain how an entity can identify a material accounting policy. Examples are added of when an accounting policy is likely to be material. To support the amendment, the Board has also developed guidance and examples to explain and demonstrate the application of the “four- step materiality process” described in the IFRS 2 Practice Statement
Definition of accounting estimates (amendments to 1AS 8)
Annual periods beginning on or after January 1, 2023
The amendments replace the definition of a change in accounting estimates.
According to the new – definition, accounting estimates are “monetary amounts in the financial statements that are subject to measurement uncertainty. Entities develop accounting estimates if accounting policies require that financial statement items be measured in a manner that involves measurement uncertainty. The amendments clarify that a change in the accounting estimate resulting from new information or new developments is not a correction of an error.
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Corporación Nacional del Cobre de Chile
New IFRS Date of mandatory Summary application IFRS 10 Consolidated Not specified Issued in September 2014. The financial statements and 1AS 28 Investments in Associates and Joint Ventures amendment addresses an inconsistency between the requirements in IFRS 10 and those in lAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.
Deferred tax related to assets and liabilities arising from a single transaction (amendments to lAS 12)
Annual periods beginning on or after January 1, 2023
The amendments clarify that the initial recognition exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
Management is currently evaluating the impact of the adoption of these new regulations and modifications. It is not expected to have a significant impact on the consolidated financial statements.
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Corporación Nacional del Cobre de Chile lll. EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of June 30, 2021 and December 31, 2020, is as follows: Item 06-30-2021 | 12-31-2020 ThUS$ ThUS$
Cash on hand 177 196 Bank balances 803,574 440,756 Time deposits 1,521,305 1,652,271 Mutual funds – Money market 4,112 14,270 Total cash and cash equivalents 2,329,168 2,107,493
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9.
2. Trade and other receivables
a) Accruals for open sales invoices
The Corporation adjusts its revenues and trade receivable balances, based on future copper prices through the recognition of an accrual for open sales invoices.
When future price of copper is lower than the provisional invoicing price, the accrual is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation, the accrual ¡is presented as a deduction from the line item trade and other current receivables.
– Forthose customers that do not have due balances with the Corporation, the accrual is presented in the line item trade and other current payables.
When the future copper price is higher than the provisional invoicing price, the accrual is added to the line item trade and other current receivables.
According to the foregoing, as of June 30, 2021, there is a positive provision in the trade debtors and other accounts receivable of ThUS$260,102 for not finalized sales invoices (ThuS$381,883 of positive provision as of December 31, 2020).
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Corporación Nacional del Cobre de Chile
b) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding allowances for doubtful accounts:
Item Current Non-current
06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 ThUuS$ US$ Thuss$ ThUS$
Trade receivables (1) 2,983,731 2,720,443 421 431
Allowance for doubtful accounts (3) (12,449) (9,353)
Subtotal trade receivables, net 2,971,282 2,711,090 421 431
Other receivables (2) 440,342 545,853 91,811 93,555
Allowance for doubtful accounts (3) (7,906) (7,626)
Subtotal other receivables, net 432,436 538,227 91,811 93,555
Total 3,403,718 | 3,249,317 92,232 93,986
(1) Trade receivables correspond to the sales of copper and its by-products, those that in general are sold in cash or through bank transfers.
(2) Other receivables mainly consist of the following items: e VAT credit and other refundable taxes of ThUS$ 116,188 and ThUS$167,982 as of June 30, 2021 and December 31, 2020, respectively.
e Corporation’s employee short-term loans and mortgage loans, both monthly deducted from the employee’s salaries. Mortgage loans granted to the Corporation’s employees for ThUS$ 34,054 are secured with collateral.
e Reimbursement receivables from insurance companies.
e Accounts receivable for tolling services (Ventanas Smelter).
(3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the years ended June 30, 2021 and December 31, 2020, were as follows:
Item 06-30-2021 12-31-2020 ThUS$ ThUS$ Opening balance 16,979 14,195 Increases 1,068 3,168 Write-offsapplications 2,308 (384) Total movements 3,376 2,784 Closing balance 20,355 16,979
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Corporación Nacional del Cobre de Chile
3.
The balance of past due but not impaired balances is as follows:
Age 06-30-2021 12-31-2020 ThUS$ ThUS$ Less than 90 days 1,676 8,370 Between 90 days and 1 year 154 15,876 More than 1 year 9,950 8,876 Total unprovisioned past-due debt 11,780 33,122
Balances and transactions with related parties
a) Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XVI of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries.
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which was communicated through a significant event notice to the CMP), that defines customary transactions as those carried out with its related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelco’s activities.
Likewise, consistent with the referred to above standard, the Corporation has implemented as part of its internal regulatory framework, a specific policy dealing with business between related persons and companies with Codelco’s executives. Codelco’s Corporate Policy No.18 (CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, as required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, Legal Counsel, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
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Corporación Nacional del Cobre de Chile
b)
This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No. 18.
These operations include those shown in the following table, for the total amounts mentioned, which must be executed within the time periods specified in each contract:
Company TaxID No. – [Country Nature of | Description | 01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020 relationship ofthe – | 06.30.2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 transaction Amount | Amount | Amount | Amount us$ | us$ | TRUSS | US$ Anglo American Sur S.A. 777629409 | Che [Afilae Supplies 2 – 2 Cenvo de Capactacióny Reereación | e caccco7 | Cho [oterreated partes. [Services 1,589 Radomiro Tomi.
Centro de Especialidades Médicas
76.124:156-7 | Chile [Associate Services 387 – 387 San Lorenzo Lia.
Clinica San Lorenzo Ltda. 88.497.104 | Chile [Associate Services 426 – 426 Ecometales Limited agencia en Chile. – | 59.087.539 | Chile [Associate Services 525 – 525 – Fismidh S.A. 89.664.205 | Chile [Employee’s relaive [Supplies 28,695] 2,39 – 890 Fundación de Salud El Teniente. 70.905.706 | Chile [Associate Services 6,583 – 6,583 ISalud Isapre de Codelco Ltda 76:3343707 | Chile [Associate Services 15,122] 15122 Kairos Mining S.A. 76.781.030k | Chile JOtherrelated paries | Services 575 – 390 o Services and Komatsu Chile S.A. 96:843130-7 | Chile [Employee’s relaive – 367 – 367 Suppies Linde Gas Chile S.A. 90.100.000K | Chile |[Employee’srelaive [Supplies 19 15 Y Servicios de Ingeniería IMA S.A. 76:523.510K | Chile |Employees relaive |Serices – 25 Sociedad Contractual Minera El Abra. – | 96.701.3404 | Chile [Afiliate Supplies 2 – – Sonda S.A. 83.628.104 | Chile [Employee’srelaive |Semices 1,333 36 1328 3 Suez Medioambiente Chile S.A 774418709 | Chile [Employee’srelaive [Supplies 98 4,261 98 4261 ADM Planning Consultores Lida TITIOASO7 | Chile [Empoyees relaive |Services – 88 – – Manufacturas AC Ltda 77.439.3501 | Chile [Employee’s relaive [Supplies Tr – 4 MI Roboic Soluions S.A. 76.869.102 | Chile [Employee’s relaive [Supplies 129 – 83 Tecno FastS.A. 76.320.1854 | Chile [Employee’relaive [Services 19,351] 193% Termoequipos SpA 78.123.8309 | Chile [Employee’s relaive [Supplies 2 – 2 Comercial e Import Villanueva Ltda 77.00.2001 | Chile [Employee’s relaive [Supplies 423 – 423 Deloite Advisory SpA 76:863.6508 | Chile [Employee relaive |Semices Tr – 7 Sitans Servicios Integrados de o
96:500.950-7 | Chile [Employee’srelaive |Semices 2800 – 2800 transporte Ltda Symnetcs S.A. 778126400 | Chile [Employee relaive |Semices 1,019 – 1019 Constuctora Domingo Villanueva o
: 96:846.1508 | Chile [Employee relaive |Semices 195 – 195 Arancibia S.A.
Metso Outotec Chile SpA 93.077.000 | Chile [Employee’s relaive [Supplies 746 – 746
Key Management of the Corporation
In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
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Corporación Nacional del Cobre de Chile
During the three and six-month periods ended June 30, 2021 and 2020, the members of the Board of Directors have received the following amounts as per diems, salaries and fees: Name Tax ID No. [Country a . | Description of | 01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020 Nature of relationship ño the transaction | 06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 Amount | Amount | Amount | Amount THUS$ Thus$ THUS$ THUS$ Blas Tomic Errázuriz 5.390.891-8 | Chile [Director Directors’s fees 38 50 10 25 ¡Ghassan Dayoub Pseli 14.695.762-5 | Chile [Director Directors’s fees 23 40 – 20 ¡Ghassan Dayoub Pseli 14.695.762-5 | Chile [Director Payroll 45 60 17 19 Hernán de Solminihac Tampier 6.263.304-2 | Chile [Director Directors’s fees 46 40 23 20 Isidoro Palma Penco 4.754.0259 | Chile [Director Directors’s fees 49 40 26 20 ” Chairman of the board Juan Benavides Feliú 5.633.219 | Chile Directors’s fees 69 60 35 30 Board of Directors Juan Morales Jaramillo 5.078.9233 | Chile [Director Directors’s fees 46 40 2 20 Paul Schiodtz Obilinovich 7.170.719-9 | Chile [Director Directors’s fees 30 40 7 20 Raimundo Espinoza Concha 6.512.182-4 | Chile [Director Directors’s fees 2 7 Raimundo Espinoza Concha 6.512.182-4 | Chile [Director Payroll – 13 3 Rodrigo Cerda Norambuena 12.454.621-4 | Chile [Director Directors’s fees 7 37 – 20 Felipe Larraín Bascuñan 7.012.075-5 | Chile [Director Directors’s fees 23 – 23 Pedro Errázuriz Domínguez 7.051.188-6 | Chile [Director Directors’s fees 15 – 15 Patricia Núñez Figueroa 9.761.676-0 | Chile [Director Directors’s fees 15 – 15
The Ministry of Finance through Supreme Decree No. 261, dated February 27, 2020, established the compensation for the Corporation’s Directors. The compensation to Board of Director members is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch$4,126,340 (four million one hundred and twenty-six thousand, three hundred and forty Chilean pesos) for meeting attendance. The payment of the monthly compensation requires at least one meeting attendance each month.
b. The Chairman of the Board will receive a fixed monthly compensation of Ch$8,252,678 (eight million two hundred and fifty-two thousand, six hundred and seventy-eight Chilean pesos).
c. Each member of the Directors Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,375,445 (one million three hundred and seventy- five thousand, four hundred and forty-five) for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors Committee will receive a fixed monthly compensation of Ch$2,750,893 (two million seven hundred fifty thousand eight hundred ninety-three Chilean pesos) for meeting attendance.
F-43
Corporación Nacional del Cobre de Chile
By means of Ordinary Official Letter N * 1611 of July 8, 2020, it is reported that due to the current situation that the country is going through, and in line with what was requested by Codelco and what was reported by the Director of the Budget, it has been considered conducive to decrease by 20% the amount of directors’ remuneration, exceptionally, for the period between July and December 2020, both included.
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2020, and will not be adjusted during said period.
On the other hand, the short-term benefits to key management of the Corporation expensed during the six-month periods ended June 30, 2021 and 2020, were ThUS$ 8,409 and ThUS$ 7,354, respectively.
The methodology to determine the remuneration of key management was approved by the Board of Directors at a meeting held on January 29, 2003.
During the six-month periods ended June 30, 2021 and 2020, there were payments to key management of Codelco for severance indemnities and other retirement-related payments, amounted for TRUS$ 237 and ThUS$ 112. respectively.
There were no payments for other non-current benefits during the six-month periods ended June 30, 2021 and 2020, other than those mentioned in the preceding paragraph.
There are no share-based payment plans.
Transactions with companies in which Codelco has ownership interest
The Corporation undertakes commercial and financial transactions that are necessary for its activities with its subsidiaries, associates and joint ventures (related parties). The financial transactions correspond mainly to loans granted (mercantile current accounts).
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
The Corporation does not make allowances for doubtful accounts on the main items receivable from its related companies, since these have been subscribed with the relevant safeguards in the respective debt agreements.
F-44
Corporación Nacional del Ci obre de Chile
The detail of accounts receivable and payable between the Corporation and its related parties as of June 30, 2021 and December 31, 2020 is as follows:
Accounts receivable from related entities:
Tax ID No. Name Country | Nature of | Indexation Current Non-current oforigin | relationship | currency | 06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 Thus$ THUS$ THus$ THUS$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 221,303 91,039
76.063.022-5_ |Inca de Oro S.A. US$ Associate US$ 560 544
76.255.054-7 [Planta Recuperadora de Metales SpA US$ Associate US$ 6,031
96.701.340-4 |Directors’s fees Chile Associate US$ 3,092 716 – –
96.801.450-1 [Agua de la Falda S.A. Chile Associate US$ 6 6 224 224
76.781.030-K Kairos Mining S.A. Chile Associate CLP 1 Total 224,961 98,397 224 224 Accounts payable to related entities: Tax ID No. Name Country | Nature of | Indexation Current Non-current oforigin | relationship | currency [06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 Thus$ THUS$ Thus$ THUS$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 189,568 171,341
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 15,027 25,963
76.255.054-7 [Planta Recuperadora de Metales SpA Chile Associate US$ 2,402
76.781.030-K [Kairos Mining S.A. Chile Associate CLP 390 1,620 Total 207,387 | 198,924
F-45
Corporación Nacional del Cobre de Chile
The following table sets forth the transactions carried out between the Corporation and its related companies and their corresponding effects in profit or loss for the periods ended June 30, 2021 and 2020: oLo12021 0012020 ooo 0401-2020 05302021 05302020 05302021 05302020 Tax ID No. Company. Description of the transaction Country Currency Amount Etect on income Amount Efe on income Amount Eltect on income Amount Ettect on income (chargeycredit (chargeJcredit (chargeJeredit (chargeJcredit muss muss muss muss muss muss muss muss o6so1aso1 |aguadela rada SA Sale alsenices chi ar – – 1 1 – – 1 1 o6g0Las01 |aguadela Falda SA rpu Chi uso 108 – vo – – – 16 – 771629409 – [argo merca Sr SA Dvidents received Chile uso 7416 – 225 – – – – – 771629409 – [argo merca Sr SA Dividents recevable Chile uso 193,61 – – – 190,161 – – – 771629409 – [argo nmerican Sr SA Sales of produc Chile uso 43054 43,054 1256 1256 2478 2478 os os 771629409 – [argo merca Sr SA ‘Oher sales Chile ap 935 9385 6250 6250 935 935 3697 3097 771629409 – [argo american Sr SA Purchase ol products Chile uso 500.077 (000 20060 (240,603) zrasT2 rasta 140180 (10,182) 760630025 [hoade osa Payments an behalf he company Chile ap z – 40 – u – 35 – T7TELO2OK – [Kairos Mring Savices Chile ap 4063 (4069) 5146 (6140) 2012 2042 1,920 90) T7TELO2OK – [Kairos Mring Sales of produc Chile ap 1 1 – – – – – 762550547 – [Planta Recuperadora de Metales Spa ter n loan Chile uso 1 1 s1o sio 2] za] 26 26 762550547 – |blarta Recuperadora de Metales Spa Savices Chile uso 18773 (8773) 11626 (1.620) mas (2:13) 5867 (6.67) 762550547 – [Planta Recuperadora de Metales Spa Sales o products Chile uso 250 250 2 2 2 2 16 15 762550547 – [Planta Recuperadora de Metales Spa Loan Recovery Chile uso 540 – 2500 – 540 – 2500 – 961013404 – [Scc. Conracuel Minera El Abra Purchase dl products Chile uso 192795 (9272) 90249 (097240) 110562 (110562) 49,515 (49,515) 961013404 – [Scc. Conracuel Minera El Abra Sales o products Chi uso 10.458 10.458 12208 12288 ases ases 5,556 5556 961013404 – |Scc. Conracuel Minera El Abra ‘Oher sales Chi uso 76 746 373 ara ara aa – – 961013404 |Scc. Conracuel Miera El Abra [Camrissins received Chi uso 40 40 25 2 a a 2 2 961013404 |Scc. Conracuel Mera El Abra Omer purchases Chi uso 141 aaa) – – 7 q] – –
F-46
Corporación Nacional del Cobre de Chile
d) Additional information
The current account receivable from Planta Recuperadora de Metales SpA. corresponds to the loan agreement granted to build its plant, which was signed on July 7, 2014.
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsui) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to said subsidiary.
4. Inventories
Inventories as of June 30, 2021 and December 31, 2020 are detailed as follows:
Current Non-current Item 06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 ThUS$ US$ ThUS$ ThUS$
Finished products 143,013 108,544 Subtotal finished products, net 143,013 108,544 – Products in process 1,215,228] 1,225,529 606,242 585,105 Subtotal products in process, net 1,215,228| 1,225,529 606,242 585,105 Material in warehouse and other 748,717 749,941 Obsolescence allowance adjustment (163,838)| (171,947) Subtotal material in warehouse and other, net 584,879 577,994 – Total Inventories 1,943,120| 1,912,067 606,242 585,105
The amount of inventories of finished goods transferred to cost of sales for the periods ended June 30, 2021 and 2020 was ThUS$5,889,335 and ThUS$4,494,007 respectively.
For the period January to June 2021 and 2020, the Corporation has nat reclassified strategic inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence ¡s detailed below:
Changes in Allowance for Obsolescence 06-30-2021 | 12-31-2020 ThUuS$ ThUS$ Opening Balance (171,947)| (162,498) Decrease (increase) in provisions 8,109 (9,449) Closing balance (163,838)| (171,947)
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Corporación Nacional del Cobre de Chile
During the six-month periods ended June 30, 2021 and 2020, there were no recognized write- offs of damaged inventories.
As of June 30, 2021 the net realizable value provision is TRUS$ 24,285 and its effect on income during the period from January to June 2021 is a gain of ThuS$ 2,928 (gain of ThUS$ 4,920 for the same period of 2020). As of December 31, 2020, the net realizable value provision was ThUS$27,213.
As of June 30, 2021 and 2020, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of June 30, 2021 and 2020, there are no inventories pledged as security for liabilities.
5. Income taxes and deferred taxes
a) Composition of income tax expense
Composition 01-01-2021 | 01-01-2020 | 04-01-2021 04-01-2020
06-30-2021 | 06-30-2020 | 06-30-2021 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$
Deferred tax assets (910,170) (16,700) (136,099) (87,816)
Currenttax expense (973,790) (2,531) (913,541) (2,047)
Adjustments previous periods 3,798 2,595
Other 5,912 (434) 2,289
Total tax income (expense) (1,880,162) (13,319) (1,047,479) (87,574)
b) Deferred tax assets and liabilities
The following table details deferred tax assets and liabilities:
06-30-2021 12-31-2020 Deferred tax assets ThUS$ ThUS$ Provisions 1,360,315 1,494,649 Tax loss carry forward 95,660 757,681 Right ofuse assets 13,717 18,510 Other 6,087 15,231 Total deferred tax assets 1,475,779 2,286,071
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Corporación Nacional del Cobre de Chile
Deferred tax liabilities 06-30-2021 12-31-2020 ThUS$ ThUS$ Accelerated depreciation for tax purposes 6,124,840 5,828,454 Property, plantand equipment variations 1,330,577 1,483,351 Tax on mining activity 293,496 288,470 Fair value of mining properties acquired 108,518 108,518 Deferred income taxes of subsidiaries 12,037 35,468 Hedging derivatives 4,560 14,971 Valuation of severance indenmities 11,911 8,726 Total deferred tax liabilities 7,885,939 7,767,958 position:
The following tables sets forth the deferred taxes as presented in tl
Deferred taxes
06-30-2021 12-31-2020 Thus$ ThUus$
Non-current assets
Non-currentliabilites
40,949
6,451,109 5,527,795
45,908
Total deferred tax, net
6,410,160 | – 5,481,887
c) The effects of deferred taxes recorded in other comprehensive income are as follows: he statement of financial
Deferred tax effect on components of other comprehensive income 06-30-2021 | 06-30-2020 Thus$ ThUS$
Cash flow hedge 41,224 66,180 Defined Benefit Plans (43,718) 1,465 Total deferred tax effect on components of other comprehensive income (2,494) 67,645
d) The following table sets forth the reconciliation of the effective tax rate:
06-30-2021 Items Taxable base Tax rate 25% 40% 5% 25% | Add. 40% | 5% Total Thuss | Thuss | Thuss | Thuss | ThUuSS | ThuSs | ThuS$
Tax effect on the income (loss) before taxes 2,910,953 2,910,953 2,910,953 (727,738) (1,164,381) (148,167) (2,040,286) Tax effect on the income (loss) before taxes of subsidiaries 64,848 64,848 64,848 – (16,212) (25,940) (3,301) (45,453) Tax efect consolidated profit (loss) before taxes 2,975,801 2,975,801 2,975,801 (743,950) (1,190,321) (151,468) (2,085,739) Permanent differences First category income tax (25% ) (333,459) 83,365 83,365 Impuesto específico empresas estatales Art 2? D.L. 2.398 (40% ) (283,567) 113,427 113,427 Specific tax on mining activities (97,984) 4,987 4,987 Differences tax prevous years 3,798 TOTAL TAX EXPENSE (660,585) – (1,076,894) (146,481) – (1,880,162)
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Corporación Nacional del Cobre de Chile
06-30-2020 Items Taxable base Tax rate 25% 40% 5% 25% Add. 40% 5% Total ThUus$ Thus$ ThUus$ ThUS$ Thus$ Thuss Thus$
Tax effect on the income (loss) before taxes (32,386) (32,386) (32,386) 8,097 12,954 1,619 22,670 Tax effect on the income (loss) before taxes of subsidiaries (661) (661) (661) 165 264 3 462 Tax effect consolidated profit (loss) before taxes (33,047) (83,047) (33,047) 8,262 13,218 1,652 23,132 Permanent differences
First category income tax (25% ) 40,275 (10,069) (10,069) Specific tax for state-owned entities Art 2 D.L. 2398 (40% ) 48,056 (19,222) (19,222) Specific tax on mining activities 128,881 (6,444) (6,444) Single tax provision Art. 21 N*1 (716) TOTAL TAX EXPENSE (1,807) (6,004) (4792) (13,319)
Pursuant to Article 2 of the Decree Law 2398, Codelco ¡is subject to an additional tax rate of 40% on income before taxes and dividends received in accordance with the law.
For the calculation of deferred taxes, the Corporation has applied a General Tax Regime, with first-rate tax rates for the 2021 and 2020 business years of 25%. As a state company, the Corporation is classified as those companies of article 14 letter G of the Income Tax Law, incorporated in the Tax Reform Law No. 21210 of February 24, 2020, maintaining the General Regime of Taxation. Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated Taxation system with a rate of 27% for both years. Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
In relation to the specific tax on mining activities the tax rate applicable is 5.09% under Law No. 20469.
The Corporation, until 2019, as a Taxpayer of first category, is liable to the single Tax of 40%, contained in the first paragraph of Article 21 of the Income Tax Law, in numbers |), ii) and iii), the disbursements incurred in said numerals. As of 2020, with the modification introduced by the second article letter No.11 d) of the tax reform Law No. 21210, exempts the Corporation from the Single Tax of the current article 21 of the Income Tax Law.
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Corporación Nacional del Cobre de Chile
6. Current and non-current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or liability in Current Taxes, as the case may be, determined as indicated in section 1!. Main accounting policies, 2.):
Current tax assets 06-30-2021 | 12-31-2020 ThUS$ ThUS$ Taxes to be recovered 6,368 74,324 Total Current Tax Assets 6,368 74,324 Current Tax Liabilities 06-30-2021 | 12-31-2020 ThUs$ US$ Monthly Provisional Payment Provision 9,348 1,508 Provision Tax 435,502 6,937 Total Current Tax Liabiliies 444,850 8,445 Non-Current Tax Assets 06-30-2021 | 12-31-2020 ThUS$ ThUS$ Non-Current Tax Assets 4,326 111,994 Total Non-Current Tax Assets 4,326 111,994
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Corporación Nacional del Cobre de Chile
7. Property, plant and equipment
a) The items of property, plant and equipment as of June 30, 2021 and December 31, 2020, are as follows:
Property, plant and equipment, gross: 06-30-2021 12-31-2020 THuS$ Thus$ Construction in progress 6,470,671 6,391,278 Land 378,643 383,501 Buildings 6,260,073 6,212,776 Plant and equipment 20,031,224 19,809,559 Fixtures and fitings 47,693 47,507 Motor vehicles 2,088,089 2,075,364 Land improvements 6,901,360 6,818,024 Mining operations 9,708,676 9,322,060 Mine development 5,260,789 5,011,879 Other assets 1,118,130 1,162,812 Total property, plant and equipment, gross 58,265,348 57,234,760 Property, plant and equipment, accumulated depreciation 06-30-2021 12-31-2020 THuS$ Thus$
Construction in progress – – Land 15,541 13,133 Buildings 3,418,514 3,335,090 Plant and equipment 11,490,436 11,212,105 Fixtures and fitings 43,433 42,305 Motor vehicles 1,590,111 1,545,627 Land improvements 3,843,914 3,723,860 Mining operations 6,646,376 6,271,794 Mine development 1,084,385 1,019,963 Other assets 517,485 518,978 Total property, plant and equipment, accumulated depreciation 28,650,195 27,682,855
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Corporación Nacional del Cobre de Chile
Property, plant and equipment, net 06-30-2021 12-31-2020 THuS$ Thus$
Construction in progress 6,470,671 6,391,278 Land 363,102 370,368 Buildings 2,841,559 2,877,686 Plant and equipment 8,540,788 8,597,454 Fixtures and fitings 4,260 5,202 Motor vehicles 497,978 529,737 Land improvements 3,057,446 3,094, 164 Mining operations 3,062,300 3,050,266 Mine development 4,176,404 3,991,916 Other assets 600,645 643,834 Total property, plant and equipment, net 29,615,153 29,551,905
F-53
Corporación Nacional del Cobre de Chile
b) Movements in property, plant and equipment
Movements sonal a Plantand | Fiduresand | Motor and Mining Mind Other Total soni ings qn US) ion in equipment fitings vehides | improvements | operations | development | assets progress Reconciliation of changes in property, plant and equipment Property, plant and equipment at the beginning of the period Opening balance 01.01.2021 6,301,278| 370,368] 2,877,686] 8,597,454. 5,202| 520,737| 3,094,164 3,050,266 3991,916| 643824| 29,551,905| [Changes in property, plant and equipment Increases other than those from business, property, plant and equipment combinatians. 1,210,610] – – 14 128| -| – 151,863 1070] o| 1,363,680] Depreciaticn, property, plant and equipment | (2,408) (3,5539 (294,333) (1060) (49,785)| (20065| (879,614) (59,300)| (42,190)| (1,082,388) Increases (decreases) in transfers and aber changes, properties, plant and equipment po (Genere) by fan z ‘s, Hertend (1,116,454)| – 26,376| 223,127] | 17,730] 70,065 776,580| (7,572) 178| – equipment Increases (decreases) by ather changes, properties, plart and equipment (14,763) (4,858)| 11,208] 17,078| (217) 13,302| (536,70)| 250,380) (1189)| (265766)| Increase (decrease) by transfers and other changes, properties, plant and equipment (113L217)]| (4858) 47,674 240,205 (O) 17513] 83,337 239,785| 242808| (LO08)| (265,768) Dispositions and withdranals of service, property, plant and equipment Retirements, property, plant and equipment – – (248) (2,552) -| 513] – – – – (2,287)| Dispositions and withciranals of service, property, plant and equipment – – (208) 52) – sI5] – – – (2387) Increase (decrease) in properties, plant and equipment 79,393| (7,266) (66,127)| (56,666) (942)| (31759) (66,718) 12,034, 184,488] (43,189) 63,248] Property, plant and equipment at the end of the period Closing balance 06.30.2021 6,470,671| 363,102| 2,841,559] 8,540, 788 | 4,260| 497,978| 3,057,446| 3,062,300| 4,176,404] 600,645| 29,615,153|
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Corporación Nacional del Cobre de Chile
Movements Construction in| Plant and Fixtures and Motor: Land Míning Mind Other Land | Buildings Total qn aus progress equipment fitings vehides | improvements | operations | development | assets Reconciliation of changes in property, plant and equipment Property, plant and equipment at the beginning of the period Opening balance 01.01. 2020 6,234,130| 163,341] 2,811,378] 8,599,023| 11,200| €00,104| 3,021, 108| 3,498, 083| 3,653,190] 676,460] 29,268,012] ¡Changes in property, plant and equipment Incresses other than those from business, propeny, plant and equipment combinations 2,159,748| – – 13610| 61 2,057| 5,216| 362,492| (319)| 15,612] 2,558,477] Depreciaticn, property, plant and equipment | (4200) (182,679)| (599,059) (2,585)| (100,746)| (240,901)| (1,032,186)| (112719 (68377| (2,313344)| Inpeirmert losses recognized in profit or lass for the period (24,052) -| – – – – – – – | (24082 Increases (decreases) in transfers and ather changes, properties, plant and equipment Inercases (decrece) by ransies fam corstuciors n process, propor, plert nd (1,623,278) 209,767| 210,424] 545,733 1 30202 298,204 48,266 280,180] 321] – equipment Increases (decreases) by alher chenges, properties, plant and equipmert (24058)| 1560] 29,765 40,625] (8671) (72) 10,741 17361 171576] (98%) 83.658] Increase (decrease) by transfers and alher changes, properties, plant and eguipmert (1,963,859) 211,327 25018] 536,358 (8570| 20,0] 309,035 221877| 461,756] (9575) 83658] Dispositions and withdrawals of service, property, plant and equipment DisposalsRemovals, property, plant and equipment (14,689) -] (1,202) (2,478) (|. (88) (289) – – (288) (20,846) Dispositions and withdrawals of service, property, plant and equipment (14,689) – (1,202) (2,478) | (38) (239) _ – (288) (20,846)| Increase (decrease) in property, plant and equipment. 157,148| 207,027| 166,308| (1,569) (5%8)| (70,357)| 73061] (447,817) 338,726| (32,626)| 263,893| Property, plant and equipment at the end of the period Closing balance 12.31.2020 6,391,278| 370,368| 2,877,686| 8,597,454| 5,202| 529,737| 3,094,164| 3,050,266| 3991,916| 643834| 29,551,905|
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c)
d)
9)
h)
1)
5)
The balance of construction in progress is directly associated with the operating activities of the Corporation and relates to the acquisition of equipment for projects in construction and associated costs for their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management’s opinion.
Borrowing costs capitalized for the six-month periods ended June 30, 2021 and 2020, ThUS$110,807 and ThUS$109,525, respectively. The annual capitalization average rate as of June 30, 2021 and 2020 was 4.07% and 4.03%, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
Expenditure on exploration and drilling reservoirs 01-01-2021 01-01-2020
06-30-2021 06-30-2020 ThUS$ ThUS$ Profit (loss) for the period 21,172 15,764 Cash outflows disbursed 21,267 15,597
The detail of “Other assets” under “Property, plant and equipment” is as follows:
Other assets, net 06-30-2021 12-31-2020 ThUS$ ThUS$ Mining properties from the purchase of Anglo American Sur S.A. 402,000 402,000 Maintenances and other major repairs 152,821 191,918 Other assets – Calama Plan 42,180 46,164 Other 3,644 3,752 Total other assets, net 600,645 643,834
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
Codelco has not pledged property, plant and equipment as collateral for debt obligations.
In accordance with the provisions of section II. Main accounting policies, 2 ¡), referring to impairment of property, plant and equipment and intangible assets, and as indicated in note 21 on impairment of assets, the Corporation as of December 31, 2020 recorded an impairment of the value of Assets of the Ventana’s Division for an amount of ThUS$24,053 before taxes. As of June 30, 2021, property, plant and equipment did not show signs of impairment or reversals of impairments recognized in previous years, therefore no adjustments were made to the value of the assets as of that date.
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Corporación Nacional del Cobre de Chile
8. Leases
8.1 Right-of-use assets
As of June 30, 2021 and December 31, 2020, the breakdown of the right of use asset category ¡s:
Detail 06-30-2021 | 12-31-2020 ThUS$ Thus$
Right-of-use assets, gross 844,837 836,903
Right-of-use assets, accumulated depreciations 456,773 375,863
Total right-of-use assets, net 388,064 461,040
Movements for the periods ended June 30, 2021 and December 31, 2020 are as follows:
Reconciliation of changes in Right-of-use assets| 06-30-2021 | 12-31-2020 (in thousands of US$) ThUs$ US$
Opening Balance 461,040 432,152 Increases 9,134 195,956 Decreases (81,982) (139,442) (Increases (Decreases) due to other changes (10) (27,139) DisposalsRemovals of right-of use assets (118) (487) Total movements (72,976) 28,888 Closing balance 388,064 461,040
The composition by asset class is as follows:
Right-of-use assets, net, by class of assets 06-30-2021 | 12-31-2020 ThUS$ Thus$
Buildings 10,757 13,089 Grounds 106
Plantand equipment 194,360 204,747 Fixtures and fitings 6,996 8,025 Motor vehicles 169,964 228,180 Other right-ofuse assets 5,881 6,999 Total 388,064 461,040
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Corporación Nacional del Cobre de Chile
8.2 Liabilities for current and non-current leases
As of June 30, 2021 and December 31, 2020, the payment commitments for leasing operations are summarized in the following table:
06-30-2021 12-31-2020
Leases
Gross | Interest Net Gross Interest Net Current and non-current
ThUS$ | ThUS$ | ThuS$ | ThUuS$ | ThUS$ | ThuS$ up to 90 days 38,193 | (3,248)] 34945] 43,916| (3,698) 40,218 Between 90 days and 1 year 104,207 | (8,562)| 95,645 | 115,085 | (9,899)| 105,186 Between 1 and 2 years 110,748 | (7,451)| 103,297 | 123,239 | (9,230)| 114,009 Between 2 and 3 years 68,004 | (5,173)| 62,831 | 91,978| (6,584)| 85,304 Between 3 and 4 years 56,628 | (5,084)| 51,544 | 56,353 | (4,554)| 51,799 Between 4 and 5 years 27,510 | (2,595)| 24,915| 53,053 | (4,123)| 48,930 More than 5 years 39,971 | (7,928)| 32,043 | 49,459| (9,987)| 39,472 Total 445,261 | (40,041)] 405,220 | 533,083 | (48,075)| 485,008
Leasing operations are generated by service contracts, mainly for facilities, buildings, plants and equipment.
The expense related to short-term leases, low-value assets and variable leases not included in the measurement of lease liabilities, for the periods ended June 30, 2021 and 2020, is presented in the following table:
Lease expense 01-01-2021 | 01-01-2020
06-30-2021 06-30-2020 ThuS$ Thus$ Short=term leases 5,315 15,401 Low value leases 2,615 10,008 Variable leases not included in the measurement of lease liabilities 313,557 729,340 TOTAL 321,487 754,749
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9. Investments accounted for using the equity method
The value of the investment and the accrued results of investments accounted for using the equity method are presented below:
Interest Investment value Accrued profit (loss) | Accrued profit (loss) Functional 01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020
Associates Tax ID No. | Currency | 06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 | 06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 % % ThUus$ ThUS$ ThUus$ ThUS$ ThUS$ ThUus$ [Agua de la Falda S.A. 96.801.450-1 US$ 42.26% 42.26% 4,988 4,7% (45) – – ¡Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,764,538 | 2,784,232 173,467 (102) 107,178 3,339 Inca de Oro S.A. 73.063.022-5 US$ 33.19% 33.19% 12,577 12577 – – – – Kairos Mining S.A. 76.781.030K US$ 40.00% 40.00% 123 13 (16) (16) Minera Purén SCM 76.028.880-2 US$ 35.00% 35.00% 9,857 9,933 (75)| (8) (28) – Planta Recuperadora de Metales SpA 76.255.054-7 US$ 34.00% 34.00% 12,940 12,218 72 308 361 101 Sociedad Contractual Minera El Abra 96.701.340-4 US$ 49.00% 49.00% 638,889 595,080 44,006 (12,649) 22,839 10,320 TOTAL 3,443,912 | 3,418,958 | 218,120] (12517)] 130,350 13,744
a) Associates Agua de la Falda S.A.
As of June 30, 2021, Codelco holds a 42.26% ownership interest in Agua de la Falda S.A., with the remaining 57.74% owned by Minera Meridian Limitada.
The corporate purpose of this company is to exploit deposits of gold and other minerals, in the third region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was incorporated in 1994. As of June 30, 2021, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper €. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
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Sociedad Contractual Minera Purén
As of June 30, 2021, Codelco holds a 35% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Inca de Oro S.A.
On June 1, 2009, Codelco’s Board of Directors authorized the incorporation of a new company aimed to develop studies allowing the continuity of the Inca de Oro Project, which is a wholly-owned subsidiary of Codelco.
As of June 30, 2021, Codelco holds a 33.19% ownership interest in this company (PanAust IDO Ltda. has 66.31%).
Planta Recuperadora de Metales SpA
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, which held a 100% ownership interest in this company.
On July 7, 2014, Codelco reduced its ownership interest in Planta Recuperadora de Metales SpA to 51%, with the remaining 49% ownership interest held by LS-Nikko Copper Inc.
On October 14, 2015, Codelco reduced its ownership interest in Planta Recuperadora de Metales SpA to 34%, with LS-Nikko Copper Inc, holding the remaining 66%.
As of June 30, 2021, LS-Nikko Copper Inc, is the controlling shareholder of this company based on the control elements set out in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals aiming to recover copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
Anglo American Sur S.A.
As of June 30, 2021, the controlling shareholder of Anglo American Sur S.A. is Inversiones Anglo American Sur S.A. holding a 50.06% ownership interest, while the non- controlling interest is held by Inversiones Mineras Becrux SpA., which in turn is a subsidiary controlled by Codelco with a 67.8% ownership interest. Consequently, Codelco exercises significant influence in Anglo American Sur S.A. through its indirect ownership interest of 29.5%.
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The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non-metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
On August 24, 2012, Codelco recognized the acquisition of ownership interest in Anglo American Sur S.A. which resulted in the initial recognition of the cost of the investment for ThUS$ 6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably. As part of this updating process, and applying the valuation criteria indicated above, the fair value of the assets acquired and liabilities assumed of Anglo American Sur S.A. as of that date amounted to US$ 22,646 million, which in the proportion acquired by Inversiones Mineras Becrux SpA (29.5%) results in an investment at fair value of US$ 6,681 million at the acquisition date.
The allocation of the purchase price at fair value between the identifiable assets and liabilities was prepared by management using its best estimate and taking into account all relevant and available information at the acquisition date of Anglo American Sur S.A.
The Corporation used a discounted cash flows model to estimate cash flow projections, based on the life of mine. These projections were based on estimated production and future prices of minerals, operating costs and capital costs, among other estimates made at the date of acquisition. Additionally, proven and probable resources to explore were not included in the mine plan, therefore, they were valued separately using a market model. Such resources are included in item “Mineral Resources.
As of December 31, 2015, the Corporation identified indicators of impairment in the operating units of Anglo American Sur S.A. Consequently, and with the purpose of making the corresponding adjustments to the investment in this associate, the Corporation estimated its recoverable amount, considering the additional value of the assets identified at the date of acquisition of the investment.
In determining the recoverable amount, the Corporation applied the methodology of fair value less costs of disposal. The recoverable amount of the operating units was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long-term asset valuation. The discount rate used was annual rate of 8% after taxes.
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Furthermore, the proven reserves not included in the mining plan (LOM), as well as the probable reserves to explore, have been valued using a multiples market approach for comparable transactions.
Such methodology is consistent with the methodologies used at the acquisition date, which is described in the previous paragraph.
Subsequent to the recognition of the share in the results of the associate as detailed above.
As of June 30, 2021, and 2020, there are no indicators of impairment nor reversal, therefore, there have been no adjustments recognized to the carrying amounts of the assets.
Kairos S.A.
Until before November 26, 2012, the Corporation held a 40% stake in conjunction with Honeywell Chile S.A. who was the majority shareholder with 60% of the capital stock of Kairos Mining S.A.
On November 26, 2012, the Corporation sold part of its stake to Honeywell Chile SA, which implies that Codelco maintained a 5% interest as of December 31, 2012, while the remaining 95% was held Honeywell Chile S.A. The result of this pre-tax operation was ThUSS$ 13.
On June 6, 2019, Codelco purchased 350 shares of Kairos Mining from Honeywell Chile S.A., increasing its participation from 5% to 40%.
As of June 30, 2021, the control of the company lies in Honeywell Chile S.A. which owns 60% of the shares while Codelco owns the remaining 40%.
The purpose of the company is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
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The following tables provide details of asset and liabilities of the associates as of June 30, 2021 and December 31, 2020, the main movements and their profit (loss) for the three and six-month periods ended June 30, 2021 and 2020:
Asset and Liabilities 06-30-2021 12-31-2020 ThUs$ ThUus$ Current assets 2,406,635 2,044,436 Non-current assets 5,546,991 5,366,998 Current liabilities 1,460,750 934,703 Non-current liabilities 2,063,250 2,088,420
01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020 Net income 06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$ Revenue 2,104,195 1,056,537 1,115,840 599,972 Ordinary expenses (1,408,008) (1,064,808) (696,965) (560,309) Profit loss) for the period 696,187 (8,271) 418,875 39,663
01-01-2021 01-01-2020
Movements of Investment in Associates 06-30-2021 06-30-2020 ThUs$ ThUus$ Opening balance 3,418,958 3,483,523 Contribution 193 176 Dividends (193,161) (22,715) Profit (loss) for the period 218,120 (12,517) Comprehensive income (198) – Other – (99) Closing balance 3,443,912 3,448,368
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The following tables provide details of asset and liabilities of the principal associates as of June 30, 2021 and December 31, 2020, and their profit (loss) for the three and six-month periods ended June 30, 2021 and 2020:
Anglo American Sur S.A.
Asset and Liabilities 06-30-2021 12-31-2020 ThUS$ US$ Current assets 1,707,000 1,511,000 Non-current assets 4,295,000 4,090,000 Current liabilities 1,337,000 865,000 Non-current liabilities 1,655,000 1,676,000
01-01-2021 01-01-2020 04-01-2021 04-01-2020 Results 06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ Thuss ThUS$ ThUS$ Revenue 1,740,000 841,724 929,000 494,452 Ordinary expenses and others (1,135,530) (824,940) (557,718) (476,145) Gain (loss) for the period 604,470 16,784! 371,282 18,307
Sociedad Contractual Minera El Abra
Asset and Liabilities 06-30-2021 12-31-2020
ThUS$ ThUS$ Current assets 647,743 482,974 Non-current assets 1,103,528 1,124,871 Current liabilities 108,607 55,508 Non-current liabilities 338,808 337,887
01-01-2021 01-01-2020 04-01-2021 04-01-2020
Net Income 06-30-2021 06-30-2020 06-30-2021 06-30-2020 TRUS$ Thus$ ThHus$ Thus$
Revenue 346,572 203,187 178,428 100,419 Ordinary expenses and others (256,764) (229,002) (131,817) (79,358) Gain (loss) for the period 89,808 (25,815) 46,611 21,061
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b) Additional information on unrealized profits (losses)
Codelco, with Sociedad Contractual Minera El Abra does activities of purchase and sale of Copper. As of June 30, 2021 and December 31, 2020, there were no unrealized profits (losses) recognized in the carrying amount of inventories of finished products.
As of June 30, 2021 and December 31, 2020, the Corporation has recognized unrealized gains for the purchase of rights to use the LNG terminal from the El Abra Mining Contract Company for ThUS$3,920.
Share of profit or loss for the period
The income before tax, corresponding to the proportion on the income of Anglo American Sur S.A. recognized for the period ended June 30, 2021, was a profit of TRUS$ 178,319 (profit of ThUS$ 4,951 as of June 30, 2020) while the adjustment to such income corresponding to the depreciation and write-offs of the fair values of the net assets of such company recognized at the acquisition date, resulted in a lower income before tax of ThUS$ 852 (June 30, 2020 loss of TRUS$ 5,053) and ¡is being deducted from “Share in profit (loss) of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income.
10. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments:
Assets and liabilities 06-30-2021 12-31-2020 ThUS$ ThUus$ Current assets 697,998 589,014| Non-current assets 3,452,030 3,508,221.
Current liabilities 667,676 343,081! Non-current liabilities 625,524 1,059,481 Results 01-01-2021 01-01-2020 04-01-2021 04-01-2020
06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUs$ Thuss$ ThUs$ Revenue 1,042,895 427,473 662,339 254,576 Ordinary expenses (860,971) (457,553) (538,575) (261,409) Loss 181,924 (30,080) 123,764 (6,833)
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11. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
06-30-2021 A Atfair value Derivatives for hedging . .
Classification in the statement o Total financial of financial position though profit and | Amortized cost Met fuures Cross currency assets loss swap Thus$ Thus$ ThuS$ THUS$ Thus$ Cash and cash equivalents 4,112 2,325,056 2,329,168 Trade and other current receivables 2,279,335 1,124,383 3,403,718 Non – current receivables 92,232 92,232 Current receivables from related entities 224,961 224,961 Non – current receivables from related entities 224 224 Other current financial assets 640,187 391 640,578 Other non – current financial assets 6,595 82,957 89,552 TOTAL 2,283,447 4,413,638 391 82,957 6,780,433
As of June 30, 2021, the balance of the caption Other financial assets, current includes ThUS$ 640,086 invested in term deposit instruments with a maturity of more than 90 days. As of December 31, 2020, the amount invested in this type of instrument was ThUS$ 280,194
12-31-2020 AN Atfair value Derivatives for hedging . .
Classification in the statement e Total financial . – o though profitand | Amortized cost Cross currency of financial position Metal futures assets loss swap
Thus$ Thus$ ThuS$ THUS$ Thus$ Cash and cash equivalents 2,107,493 2,107,493 Trade and other current receivables 915,454 2,333,863 3,249,317 Non – current receivables 93,986 93,986 Current receivables from related entities 98,397 98,397 Non – current receivables from related entities 224 224 Other current financial assets 280,278 3,612 283,890 Other non – current financial assets 6,249 127,502 133,751 TOTAL 915,454 4,920,490 3,612 127,502 5,967,058
– – Fair value through profit or loss: As of June 30, 2021 and December 31, 2020, this category mainly includes receivables from provisional invoicing sales. Section 11.2.r.
– – Amortized cost: It corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market.
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The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
– – Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect the profit or loss when transactions are settled or when, to the extent required by accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions is included in the Note 28.
As of June 30, 2021 and December 31, 2020 there were no reclassifications between the different categories of financial instruments.
12. Other financial liabilities Other financial liabilities consist of loans with financial institutions and bond issuance obligations, which are recorded by the Corporation at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
06-30-2021 Current Non-current Items Derivatives for Hedging Amortized cost hedging Total Amortized cost | derivatives Total ThuS$ ThuS$ ThuS$ ThuS$ Thus$ ThuS$ Loans from financial institutions 34,016 – 34,016 969,088 – 969,088 Bonds issued 448,739 – 448,739 16,036,897 – 16,036,897 Hedging obligations – 33,157 33,157 – 149,756 149,756 Other financial liabilities – – – 53,317 – 53,317 Total 482,755 33,157 515,912 17,059,302 149,756 17,209,058
12-31-2020 Current Non-current Loans and Loans and Items other accounts | Derivatives for other Hedging pay ables hedging Total pay ables derivatives Total Thus$ ThuS$ ThuS$ Thus$ ThUS$ ThuS$
Loans from financial institutions 81,218 – 81,218 1,489,224 – 1,489,224 Bonds issued 438,301 – 438,301 16,067,913 – 16,067,913 Hedging obligations – 10,427 10,427 – 121,594 121,594 Other financial liabilities – – – 56,469 – 56,469 Total 519,519 10,427 529,946 17,613,606 121,594 17,735,200
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Loans from financial institutions: The loans obtained by the Corporation aim to finance production operations.
In addition to the credits mentioned in the previous paragraph, Codelco, through the subsidiary company Inversiones Gacrux SpA., has a credit agreement with Oriente Copper Netherlands
B.V. since 2012 (a subsidiary of Mitsui €, Co. Ltd.), which was subscribed to with the aim of allocating this financing to the acquisition of the shareholding of Anglo American Sur SA, by the subsidiary company Inversiones Mineras Becrux SpA. (Subsidiary of Inversiones Gacrux SpA.). This loan has no associated personal guarantees and its rate is fixed at 3.25% per year and has a duration of 20 years, being payable in 40 semiannual installments of principal and interest on unpaid balances.
On May 20, 2021, the entire amount owed to Oriente Copper Netherlands B.V. was paid.
Bond issued
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each. These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule
144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi- annual interest payments.
On November 4, 2010, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$1,000,000. These bonds are payable in a single installment on November 4, 2020, at an annual interest rate of 3.75% and semi-annual interest payments. On August 3, 2017, February 6, 2019 and October 2, 2019, principal was paid for an amount of ThUS$414,763, ThUS$183,051 and ThUS$7,304 respectively.
On November 3, 2011, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$1,150,000. These bonds are payable in a single installment on November 4, 2021, at an annual interest rate of 3.875% and semi-annual interest payments. On August 3, 2017, February 6, 2019 and October 2, 2019, principal was paid for an amount of ThUS$665,226, ThUS$247,814 and ThUS$9,979 respectively. On December 16, 2020, principal was paid for an amount of ThUS$14,361.
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On July 17, 2012, the Company issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThUS$2,000,000. These bonds are payable in two installments (i) the first tranche on July 17, 2022 in the amount of US$1,250,000 at a 3% annual interest rate. On August 22, 2017, February 6, 2019 and October 8 and 22, 2019, principal was paid in the amounts of ThUS$412,514, ThUS$314,219, ThUS$106,972 and ThUS$$3,820 respectively. On December 16, 2020, principal was paid for an amount of ThUS$83,852. And (ii) the other tranche matures on July 17, 2042 and is in the amount of ThUS$750,000 at an annual interest rate of 4.25%.
On August 13, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$750,000, payable in a single installment on August 13, 2023, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12 and February 26, 2019, principal in the amounts of ThuS$162,502, ThUS$228,674 and ThUS$270 respectively, was paid. On October 8 and 22, 2019, principal was paid for ThuS$23,128 and ThUS$555 respectively. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThUS$131,000, reaching a total amount of ThUS$465,871 with an annual coupon of 4.50%. On December 16, 2020, principal was paid for an amount of ThUS$79,688.
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$950,000, payable in a single installment on October 18, 2043, at an annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal amount of EUR$600,000,000, payable in a single installment on July 9, 2024, at an annual interest rate of 2.25% and annual interest payments.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$980,000, payable in a single installment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single installment on September 16, 2025, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017 and February 12, 2019, principal was paid for an amount of ThUS$378,655 and ThUS$552,754 respectively. On December 22, 2020, principal was paid in the amount of ThUS$392,499. On January 7, 2021, principal was paid in the amount of ThUS$5,000.
On August 24, 2016, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 10,000,000 of a single series labeled Series C, which consists of 20,000 bonds for UF 500 each. These bonds are payable in a single installment on August 24, 2026, at an annual interest rate of 2.5% and semi-annual interest payments.
F-69
Corporación Nacional del Cobre de Chile
On July 25, 2017, the Corporation made an offer in New York to buy its bonds issued in dollars with maturities between 2019 and 2025, repurchasing US$2,367 million.
Later, on August 1, 2017, the Corporation issued and placed bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$ 2,750,000. One portion corresponds to an amount of ThUS$ 1,500,000, maturing on August 1, 2027 with an annual coupon rate of interest of 3.625% and semi-annual interest. On December 22, 2020, principal was paid for an amount of ThUS$227,154. On January 7, 2021, principal was paid in the amount of ThuS$5,000. The other portion contemplates a maturity date of August 1, 2047, corresponding to an amount of ThUS$ 1,250,000 with an annual coupon of 4.5% and semi-annual interest payments.
As a result of these transactions, 86% of the funds from the new issue (US$2,367 million) were used to refinance old debt. The average interest rate of refinanced funds decreased from
4.36% to 4.02%.
On May 18, 2018, Codelco issued a bond for US$600 million with 30-year maturity in the market of Formosa, Taiwan. The bond issued is denominated in US dollars, had a yield of
4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at its par value.
On January 28, 2019, the Corporation in New York made an offer to purchase its bonds issued in dollars with maturities between 2020 and 2025, repurchasing US$1,527 million.
Subsequently, on February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi-annual basis.
The effect recognized in results associated with this refinancing was a charge of US$10 million after taxes.
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and interest payment annually.
On August 23, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of ThUS$130,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and interest payment semiannually.
F-70
Corporación Nacional del Cobre de Chile
On September 30, 2019, the Corporation made an issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS$2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS$1,100,000 with a 3% annual coupon. The other tranche contemplates a maturity on January 30, 2050, corresponding to an amount of ThUS$900,000.
On January 14, 2020, the principal for the last tranche was increased for a nominal amount of ThUS$1,000,000, reaching a total amount of ThUS$1,900,000 with a coupon of 3.70% per year.
Along with this placement, Codelco launched a purchase offer, in which a repurchase amount of US$ 152 million was reached. The effect recognized in results associated with this refinancing was a charge of US$2 million after taxes.
On January 14, 2020, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a nominal amount of ThUS $ 1,000,000, the maturity of which will be in a single installment on 14 January 2030, with a coupon of 3.15% per annum and payment of interest every six months.
On May 6, 2020, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$800,000 whose maturity will be in a single installment on January 15, 2031, with a coupon of 3.75% per annum and interest paid every six months.
On December 7, 2020, the Corporation made in New York an offer to purchase its bonds issued in dollars with maturities between 2021 and 2027, repurchasing ThUS$797,554,
On December 14, 2020, the Corporation carried out an issuance and placement of bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThuS$500,000 whose maturity will be in a single installment on January 15, 2051, with a coupon of 3.15% per annum and interest payment on a semi-annual basis.
As a result of these transactions, 100% of the funds from the new issuance (US$500 million) were used to refinance old debt. The average nominal rate of the refinanced funds decreased from 4.08% to 3.15%.
The effect recognized in results associated with this refinancing was a charge of US$23 million after taxes.
As of June 30, 2021 and 2020, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
Financial debt commissions and expenses:
Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
F-71
Corporación Nacional del Cobre de Chile
As of June 30, 2021, the details of loans from financial institutions and bond obligations are as follows:
06-30-2021 Loans rom Current | Norrarert TaxIDNo.| Cary | francal Insituion marriy | Rae | Cureny| Prinapalamant Type ofarmorizaion Payrertol | Nominal [| ERONe | paarco | balance A A a E a a Foreign [Japan Bilateral Credit | Japan Bank International Cooperaion – | 05-24-2022 | Variable | Uss 24,000,000] ooo NN sentanual | 063% | 07% 31,990 – Foreign [Panama – | Bilateral Credit. [Banco Lainoerrericano de Comercio – | 12-18-2026 | Variable | Uss5 75,000,000| Atmaturity Sentamual | 130% | 150% 23 74,506 Foreign [USA Bilateral Credit [Export Dev. Canada 08-12-2027 | Variable | US$ 300,000,000| Atmaturity Queeiy | 132% | 120% sas | 299:180 Foreign [USA Bilateral Credit [Export Dev. Canada 10-25-2008 | Variable | US$ 300,000,000| Atmaturity Queeiy | 130% | 149% 753 | 298,647 Foreign [USA Bilateral Credit [Export Dev. Canada 07-25-2029 | Variable | US$ 300,000,000| Atmaturity Queeiy | 140% | 150% m2| 296,756 TOTAL 34,016] 969,088] Current | Noraurrent Bonds County menriy | Rae | Oureny| Princpalamamt Type ofarrorizaion Payrentol | Nominal [| EeONe | paaro | balance inerest – | inerestrae | inererate os 144 AREGS | Luxembourg 11042021 | Fixed | uss 1,150,000,000 | Atrramriy, sentamual | 3ss% | 40106 | 213900 – 144 AREGS | Luxembourg 07-17-2022 | Fixed | us5 1,250,000,000 | Atrratriyy sentamual | 300% | 312% 4466 | 328,190 144 AREGS | Luxembourg 08-13-2023 | Fixed | Us5 750,000,000 | Atmaturiyy sentamual | 450% | 420% es77 | 387200 144 AREGS | Luxembourg 07-09-2024 | Fixed | EUR 600,000,000 | Arrraturiyy Annual 225% | 248% 15,601 | 706,240 ecobes | Chile or01-2025 | Fixed | UE 6,900,000 | Atrratriyy sentamual | 400% | 324% 2801 | 288,463 144 AREGS | Luxembourg 09-16-2025 | Fixed | Us5 2,000,000,000 | Atmenriyy sentamual | 450% | 475% 8699 | 664887 ecoDec | chile 08-24-2026 | Fixed | UF. 10,000,000 | Atmaturiyy sentamual | 250% | 248% aso | 421153 144 AREGS | Luxembourg 08-01-2027 | Fixed | Us5 1,500,000,000 | Atrratiyy sentamual | 363% | 410% 19,208 | 1,230,224 REGS Luxenbourg 08-23-2020 | Fixed | Us5 130,000,000 | Atraturiyy sentamual | 287% | 297% 1308 | 120018 144 AREGS | Luxembourg 09-30-2020 | Fixed | Us5 1,100,000,000 | Atrratriy, sentamual | 300% | 3.14% 8,250 | 1,088,801 144 AREGS | Luxembourg 01-14-2030 | Fixed | Us5 1,000,000,000 | Atrratriyy sentamual | 315% | 320% 14,271 | – 000138 144 AREGS | Luxembourg 0115-2031 | Fixed | Us5 00,000,000 | Atraturiyy sentamual | 375% | 37% 13840 | 797176 REGS Luxenbourg 11-07-2004 | Fixed | HKD 50,000,000 | Atraturiyy Annual 280% | 20% 1,182 63,813 144 AREGS | Luxembourg 09-21-2035 | Fixed | us5 50,000,000 | Atmaturiyy sentamual | 563% | 578% 7.119 | 402508 144 AREGS | Luxembourg 10-24-2006 | Fixed | uss 50,000,000 | Atmaturiyy sentamual | 615% | 622% 5620 | 496,720 REGS Luxenbourg 07-22-2039 | Fixed | AUD 70,000,000 | Atraturiyy Annual 250% | 365% 1711 52,013 144 AREGS | Luxembourg 07-17-2042 | Fixed | us5 750,000,000 | Atmaturiyy sentamual | 426% | 441% 14:41 | 734118 144 AREGS | Luxembourg 10-18-2043 | Fixed | uss 50,000,000 | Atmaturiyy sentamual | 563% | 570% 10558 | – 934082 144 AREGS | Luxembourg 11-0420% | Fixed | uss 80,000,000 | Atraturiyy sentamual | 48s% | so 7.400 | 962011 144 AREGS | Luxembourg 08-01-2047 | Fixed | Us5 1,250,000,000 | Atrratriyy sentamual | 450% | 472% 23,308 | 1,207,161
144- REGS | Taiman 05-18-2048 | Fixed | Us5 600,000,000 | Atraturiyy sentamual | 485% | 491% 3400 | 504627 144 AREGS | Luxembourg 02-05-2049 | Fixed | us5 1,300,000,000 | Atrratiyy sentamual | 438% | 497% 22,782 | 1,185,126 144 AREGS | Luxembourg o1-30-2080 | Fixed | Us5 1,900,000,000 | Atrrariyy sentamual | 370% | 3800 29324 | 1,806,780 144 AREGS | Luxembourg 01-15-2061 | Fixed | Us5 50,000,000 | Atmaturiyy sentamual | 315% | 3.75% 8584 | 445,300 TOTAL 448,739] 16,036,897]
Nominal and effective interest rates presented above correspond to annual rates.
F-72
Corporación Nacional del Cobre de Chile
As of December 31, 2020, the details of loans from financial institutions and bond obligations are as follows:
ERE O O TT taxiDno. | coumy | 9 feminandal Insítuion. Mettrrity mmerest la renoy | Principal Armount Type of Arrortization Pm lares | interes balance balance entes me ner Rate Rate Thuss$ Tnuss A A A e O O A AS 25000000] mey sentar | 1000 | 604 E toc jua | us Expos: Corea oex22007 | poa | ss | 000000] meaiy Quay | 1300 | 1404 57] cn toreo usa [us Expos: Corea a0252000 | rea | ss | ooo] meaiy E me] ess toco usa | esaracie [esporas canada orzs ao | poa | ss | 0000000] meaiy E A mo] 05m A O A aro | rea | ss | oreosonco| sentra A E A A mo mal 10521 us O ON TT cora clar caray O o A A coma les | mes | ts | tl ma | Cm | mus | ms mnress | tano O E O E E – seamos | tucentraro orar | rea | ves | 12s0c00am ars A E E A seamos | tucentraro pe E O e 5 A a A seamos | tucentraro orcos | rue | em | coco ars O A E ES soooes [ame os0120s | ries | ur 900co [mary e A E A eramos | tucentrro oo16205 | rea | ves | 2000000 [vary A e A A soooeo [ame pS A 20000000 | arty a E OS sewaness | tuentrro osor207 | rue | ves | 15000000 [vary A E A A reos taenboro ceo | rue | ves | ao0conam [ear E A A seamos – | tucentraro cocos | rea | ves | 120000000 earty A E A E seamos | tucentraro ora0200 | rea | ves | 100000000 |vearsy A E E A seamos | tucentraro o1a5201 | rea | ves | ooo ars E reos taenboro anorzwos | rea | 100 | soocenam ear A 20 sm eramos | tuentraro coros | rea | ves | sooconam art A E E A seamos | tucentraro s024206 | rea | ves | cocoa ars A o A reos taenboro orzzaoo | rnea | m0 | roca ars a | as seamos – | tucentraro orarzoso | rea | ves | recon ars A A IO A zewaneos – | nena s010200 | rea | ves | osorno ars A A seamos | tucentraro anoraoó | rea | ves | oooconcm [ear A A O seamos | tucentraro osor207 | rea | ves | 12s0c00am art A O x0- mes – | tentar osa02000 | rea | ves | conca rt A O seamos | tuentraro o2os200 | rea | ves | 100000000 [vary A o eramos – | tuentraro oxcozoso | rea | ves | 100000n0w [vary E A seraness | tucentaro oras | rie | ves | soocena [rear sentar | 31590 | 4% 70] suso mora ac] eos
Nominal and effective interest rates presented above correspond to annual rates.
F-73
Corporación Nacional del Cobre de Chile
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
06-30-2021 CURRENT NON-CURRENT Debtors name. Currency | Eftecive Nominal Pay mentof Less than | Morethan Total 1103 3105 Over 5 Total interest rate rate, interests 90 days 90 days current years years years non-currert
Japan Bark Intemational Cooperation US$ 0.79% 0.63% Semizannual – 32,155 32,155 – – – –
Banco Latinoamericano de Comercio US$ 150% 130% Semi-annual – 1,081] 1,081] 2,065 1,5548 76,023 79,636|
Export Dev Canada US$ 128% 132% Quarterly 1,010] 2,997 4,007| 8,026 8.015| 306,017| 321,058|
Export Dev Canada US$ 1.48% 129% Quarterly 1,055] 3,176 4,231] 8,472 8,460 310,581] 327,513]
Export Dev Canada US$ 150% 1.40% Quarterly 1,070] 3,209 4,279] 8,520 8,531] 314,845| 331,806]
BONO 144-A REG.S 2021 US$ 4.01% 3.88% Semi-anual – 216,740] 216,740] – – – – BONO 144-A REG.S 2022 US$ 313% 3.00% Semi-annual 4,929 4,929] 9,858 333,552] – – BONO 144-A REG.S 2023 US$ 4.20% 4.50% Semi-annual 8,689 17,378| 26,067 386,188] – BONO 144-A REG.S 2025 US$ 4.75% 4.50% Semi-annual 15,100] 15,100] 30,200 60,399 716,401 – BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960] 91,919 91,919 1,336,785 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865] 1,865 3,720 7,459 7,450] 143,054] BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500] 16,500] 33,000] 66,000 66,000] 1,215,500 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750] 15,750] 31,500] 163,000 63,000] 1,126,000 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000] 15,000] 30,000 60,000 60,000 980,000] BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063] 14,063] 28,126 56,250 56,250 767,188] BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 822,875] BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 | 15,938| 31,876| 163,750 63,750] 1,275,908 BONO 144-A REG.S 2043 US$ 5.70% 5.63% Semi-annual – 53,438 59,438] 106,875 106,875 1,885,156 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775] 95,550 95,550] 1,863,838 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250] 112,500 112,500] 2,459,375 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100] 58,200 58,200] 1,240,200 BONO 144-A REG.S 2049 US$ 4.97% 4.28% Semi-annual 28,438 28,438 56,876] 113,750 113,750] 2,608,125 BONO 144-A REG.S 2050 US$ 3.89% 3.70% Semi-annual 35,150 35,150 70,200] 140,600 140,600] 3,587,200 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750] 31,500 31,500 893,750]
Total TRUS$ 233,537 650,773] 884,310] 1,575,954] 2,257,901| 23,181,450] 27,015,395|
BONO BCODE-B 2025 UE. 3,24% 4.00% Semi-amnual – 276,000] 276,000] 414,000] 7,314,000] – 7,728,000]
BONO BCODE-C 2026 UE. 2.48% 2.50% Semi-arnual – 248,457] 248,457] 496,913] 496,913| 10,124,228| 11,118,055
Total U.F. – 524,457] 524,457] 910,913| 7,810,913| 10,124,228| 18,846,055
Subtotal ThUS$ – 21,410 21,410 37,187 318,871] 413,307 769,365] [ Bono 144A REG.S 2024 [ eur [ 24% |] 220% Annual -| 13,500,000] 13,500,00| 27,000,000| 613,500,000] – 640,500, 000]
Subtotal US$ – 15,995] 15,995] 31,991] 726,895] -] 758,886] [ Bono rEGs 2060 [-avo [ 2.544 3.58%) Annual -] 2,506,000] 2,506,000 5,012,000 5,012,000 1105,084,000| 15,108,000
Subtotal ThUS$ – 1,87] 1,87] 3,757] 3,757] 78,780] 86,294| [ tono reGss 2004 [ro] 29024 2.849%| Annual -| 14,200,000] 14,200,001 28,400,00| 28,438,904| 1627,877,808| 684,716, 712]
Subtotal ThUS$ – 1,829] 1,829] 3,657] 3,662] 80,860] 88,179]
Total TRUS$ 233,537 691,886] 925,423] 1,652,546| 3,311,176 23,754,397 28,718,119]
Nominal and effective interest rates presented above correspond to annual rates.
F-74
Corporación Nacional del Cobre de Chile
12-31-2020 CURRENT INON-CURRENT Creditor name Currency Eftecive Norminal Payments of less than 90 | More than 90 | Total 1103 3105 Over 5 Total interestrate | interestrate interest days days current years years years non-current Japan Bank Intematonal Cooperation US$ 0.86% 0.70% Semi-annual 32,288| 32,283 16,057|- 16,057 Banco Latinoamericano de Comercio US$ 161% 146% Semi-annual 1,113] 1,113] 2,220| 1,667| 76,658 80,545 Export Dev Canada US$ 143% 130% Quarterly 1,045| 3,102] 4,147 8,205] 8,307| 307,280 323,852 Export Dev Canada US$ 152% 143% Quarterly 1,097| 3,257| 4,354] 8,708| 8,720| 313,051 330,479 Export Dev Canada US$ 159% 143% Quarterly 3,252| 3,252| 8,606| 8,707| 317,343 334,746 BONO 144-A REG.S 2021 US$ 4.01% 3.88% Semi-annual 220,850] 220,859 – BONO 144-A REG.S 2022 US$ 3.13% 3.00% Semi-annual 4,90] 4,920] 9,858 338,482|- 338,482 BONO 144-A REG.S 2023 US$ 4.20% 4.50% Semi-annual 8,680] 8,689] 17,378] 34,756| 386, 188| 420,909] BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 15,212 15,212] 30,424 60,849] 736,951] 797,800] BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 23,070 23,070| 46,140 92,281, 92,281 1,365,127 1,549,689 BONO REG.S 2029 US$ 297% 287% Semi-annual 1,865| 1,865| 3,730| 7,450] 7,459] 144,919| 159,897 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 116,500| 33,000 166,000] 66,000 1,232,000 1,364,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750| 31,500 163,000] 63,000 1,141,750 1,267,750 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000| 30,000 160,000] 60,000 965,000 1,085,000 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063| 28,126 56,250] 56,250] 781,250 899,750] BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual 30,750| 320,750 61,500] 61,500 838,250 961,250 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,908| 31,876 163,750] 63,750 1,291,875 1,419,375 BONO 144-A REG.S 2043 US$ 5.70% 5.63% Semi-annual 53,438 53,438 106,875| 106,875 1,911,875 2,125,625 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual 47,775 47,775 95,550] 95,550 1,887,725 2,078,825 BONO 144-A REG.S 2047 US$ 4.72% 4.50% Semi-annual 28,125 28,125 56,250 112,500] 112,500 2,487,500 2,712,500 BONO 144 REGS 2048 US$ 4.91% 4.85% Semi-annual 29,100| 29,100 58,200 58,200 1,254,750 1,371,150 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,636,563 2,864,063 BONO 144-A REG.S 2050 US$ 3.89% 3.70% Semi-annual 35,150| 35,150| 70,300 140,600] 140,600 3,622,350 3,908,550 BONO 144-A REG S 2051 US$ 3.49% 3.15% Semi-annual 7,875| 7,875| 31,500 31,500| 901,625 964,625] Oriente Copper Netherlands B.V. US$ 5.42% 3.25% Semi-annual 69,775 69,775 135,320] 129,589] 408,051 672,960 Total ThUSS 224,871, 725,308 950,179 1,742,598 2,409,339 23,684,912 28,036,849] BONO BCODE-B 2025 UR. E 4.00% Semi-anual 138,000] 138,000] 276,000 E 7,452,000] 8,004,000] BONO BCODE-C 2026 UR. 2.48% 2.50% Semi-anual 248,457 248,457 496,913] 496,914| 10,248,457 11,242,284] Total UF. 138,000 386,457 524,457 1,048,913 7,948,914] 10,248,457 19,246,284 Subtotal TRUSS 5,643] 15,802 21,445| 42,889] 325,027 419,053 786,969] [ Bono 144-A REG.S 2024 EUR [24% 225% Annual 13,500,000| 13,500,000 27,000,000| 613,500,000| 1640,500,000| Subtotal TRUSS 16,583 16,583 33,165] 753,598] 786,758 [ Bono reG.s 2089 AUD [36% 3.58% Annual 2,506,000] 2,506,000 5,012,000 5,012,000] 105,084,000 115, 108,000] Subtotal ThUS$ 1,924| 1,92] 3,848 3,848 | 80,685 | 88,381] [ Bono reG.s 2034 HD | 20% 2.84% Annual 14,238,904] 14,238,904] 28,400,000 28,438,904] 1642,077,808| 698,916,712| Subtotal ThUS$ 1,837| 1,837 3,664 3,669] 82,826 90,159] Total TRUSS 232,351, 759,617 | 991,968 | 1,826,164 3,495,476 24,467,476 29,789,116 |
Nominal and effective interest rates presented above correspond to annual rates.
F-75
Corporación Nacional del Cobre de Chile
13.
The table below details changes in CODELCOSs financing activities in the statement of cash flow, including both cash and non-cash changes for the six-month period ended June 30, 2021, and for the year ended December 31, 2020: “Changes That do not represent cash flow
Financial Debt expense Liabiiies on Opening balance cash fons offinancing acivies pa E a ETS |[financing activities a O10N2021 difference – | adjustment a 06302021 w amortized cost
From Used Tor muss USS TUS RUSS Tuss huss muss Tus muss huss Loans Fon encarar 1570 Az 15735] 657,30] 1730 1105] 1548) 003107 Bond obigasons 16.506.214 (633,71) (amm] ao (28,602) 7,704 16,485,636 Hedge oblgatans 129,208 (2357) (397) 9,84 2491 (ua) (6259) 158,712 Dividends paid (46, 208)| (464,506) – Financial assets for hedge dervatves (127502) – 1111 38953 4401 (62:57 Leases 485,008 (4,889) (4,689) a (71.069) 10,582 482,738 Capel conributon . – otrer 56469 (36,281) (66,291) 2019 31120 59317 [Tota iabiies on financing actviñes 15,619,839 (L469,498)| -(1469,499)| 37005 (7,063) 801Z 10,68, 72377 15,100,550 Changes tha do notrepresent cash How.
Financial Debt expense
Liabiiies on Opening balance Exchange | Fairvalue Closing balance |Ifinancing activities a 01012020 Cash fows offinencing activities moss diterence | adjustment | ein Al a wm amortized cost
From Used Total muss RUSS HUSS muss muss muss muss muss muss muss
Loans Form franca entes En 555,000 (2105160)| – (1,581,160) 70366 E 2582 1570.42 Bond obigatons 14.189.945 | 3,491,000 (1829:390)| 1,601,506 685,122 121,266 (91,725) 16,506,214 Hedge oblgatons 157,826 (65729) (25729) 2302 (64,493 37,50% 187 129,208 Dividends paid (239,076) (039,076) Financial assts for hedge devatves (62,589) . (5779 175 ce (127,502) Leases 49281 (132,269) (132,269 19572 18,603 146,225 485,008 [Capialconriuton – ter 58364 (161,213) (161,273 158,878 56,469 [TotalTabiites on Inancing astviñes 178338 | 3996000 1655388] (637885) 79800z 15503 500 (05 052| 308,133 E
(1) The finance costs consider the capitalization of interest, which, as of June 30, 2021 and 2020, amounted to ThUS$ 110,807 and ThUS$ 109,525 respectively.
Fair Value of financial assets and liabilities
The carrying amount of financial assets is a reasonable approximation to their fair value, therefore, no additional disclosures are required in accordance with IFRS 7 with respect thereto.
Regarding financial liabilities, the following table shows a comparison as of June 30, 2021 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value:
Comparison book value vs fair value | Accounting treatment As of June 30, 2021 for valuation Book value Fair value ThUS$ ThUS$ Financial liabilities: Bond obligations Amortized cost 16,485,636 18,998,076
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14, Market value hierarchy for items at market value
Each of the market values calculated for the Corporation’s portfolio of financial instruments is supported by a calculation methodology and data inputs. An analysis of each of these methodologies has been carried out to determine to which of the following levels they can be assigned:
– Level 1 corresponds to fair value measurement methodologies using market shares (unadjusted) in active markets to which the Corporation has access at the measurement date and considering identical Assets and Liabilities.
– Level 2 corresponds to fair value measurement methodologies using quoted market price data, not included in Level 1, that are observable for the Assets and Liabilities measured, either directly (prices) or indirectly (derived from prices).
– Level 3 corresponds to fair value measurement methodologies using valuation techniques that include data on the Assets and Liabilities valued, which are not based on significant observable market data.
Based on the methodologies, inputs, and definitions described above, the following market levels have been determined for the Corporation’s portfolio of financial instruments held as of June 30, 2021:
06-30-2021
Financial used by erase fair value Level 1 Level 2 Level 3 Total
Thuss$ ThUS$ ThUs$ ThUuS$ Financial assets: Provisional price sales contracts – | 2,279,335 – | 2,279,335 Cross currency swap – 82,957 – 82,957 Mutual funds quotas 4,112 – – 4,112 Metal futures contracts 391 – – 391 Financial liabilities: Metal futures contracts 16,638 7,563 – 24,201 Cross currency swap – 158,712 158,712
There were no transfers between the different levels of market hierarchy for the reporting period.
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Corporación Nacional del Cobre de Chile
15. Trade and other payables
The detail of trade and other payables current is as follows:
Current Liabilities Concept 06-30-2021 | 12-31-2020 ThUus$ Thuss$
Trade creditors 1,123,257 | 1,176,101 Dividends payable 414,218 – Payables to employees 24,796 29,318 Withholdings 100,943 100,014 Withholding taxes 10,280 87,634 Other payables 81,306 105,218 Total 1,754,800 | 1,498,285
Trade creditors mainly include operational accounts payable and obligations associated with investment projects.
Dividends payable correspond mainly to the recognition of the Corporation’s dividend policy.
c) The table below is the maturity of payments to commercial creditors as of June 30, 2021 and December 31, 2020
As of June 30, 2021 ‘Amounts per days past due Creditors with current due date | Up to 30 days | 31 – 60 | 61-90 |o1 -120|121 – 365 | “| rotas Average pay ment over period Goods 468,729 175 97 | 2,078 99 – 471,178 16.2 Services 455,165 | 6,297 382 1 395 – 462,240 19.6 Other 50,962 7 2 – – 51,036 14.7 Total 974,856 | 6,544 481 | 2,079 494 – 984,454 16.9 As of June 30, 2021
: . 366 and Average pay ment Suppliers with overdue payments| Up to 30 days | 31- 60 | 61 – 90 |91- 120|121 – 365 Total over period Goods 43,666 | 11,643 | 19,411 | 2,681 | 11,473 | 33,654 122,528 274.2 Services 5,568 | 11412 | 1,162 301 2,673 1,751 12,867 293.8 Other 210 303 280 308 252 2,055 3,408 224.5 Total 49,444 | 13,358 | 20,853 | 3,290 | 14,398 | 37,460 138,803 247.9
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Corporación Nacional del Cobre de Chile
As of December 31, 2020 ‘Amounts per days past due
Creditors with current due date | Up to 30 days | 31 – 60 | 61-90 |o1 -120|121 – 365 | “| rotas Average pay ment over period
Goods 517020] 096] 46 – – | aman 155
Services 480,182 | 7,682 | 172 – – – | 487,986 175
Oher 77,989 16 – – -| 78,005 12.4
Total 1,075,200 | 7,728] 234 – – -| 1,083,162 160
As of December 31, 2020 ‘Amounts per days past due
Suppliers with overdue payments| Up to 30 days | 31 – 60 | 61 90 |o1 -120|121 – 365 | | rotas Average pay ment over period
Goods 31,641 | 12,693 | 19,372 | 10,894 | 2142] 2578] 79,320 395.6
Services 3458 | 2148 | 1570] em] 1521] 2288] 11,786 396.0
Oher 25| 2m| 253] 170 63| 82] 1883 242.1
Total 35,354 | 15,107 | 21,195 | 11,875 | 3,726] 5682| 92,939 328.7
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Corporación Nacional del Cobre de Chile
16. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows:
Other provisions Current Non-current
06-30-2021 12-31-2020 06-30-2021 12-31-2020 ThUS$ ThUS$ ThUS$ ThUS$
Sales-related provisions (1) 10,323 8,734
Operating (2) 361,144 307,004
Law No. 13196 145,197 130,854
Other provisions 56,778 115,435 508 468
Closure, decommissioning and restoration (3) – – 1,973,497 2,232,942
Legal proceedings – – 58,268 61,097 Total 573,442 562,027 | 2,032,273 | 2,294,507
(1) Corresponds to sales-related accruals, which includes charges for freight, loading, and unloading that were not invoiced at the end of the period.
(2) Corresponds to a provision for customs duties, freight on purchases, electricity, among others.
(3) Corresponds to a provision for future decommissioning and site restoration costs primarily related to tailing dams, closures of mine operations and other mining assets. The amount of the provision is the present value of future expected cash flows discounted, using cash flows associated to plans a) with a ten year horizon at a pre-tax rate of 1.22% for the obligations in Chilean currency and 0.53% for the obligations in U.S. dollar, and b) with a 30 year horizon at a pre-tax rate of 2.25% for the obligations in Chilean currency and 1.25% for the obligations in U.S. dollar reflects the corresponding assessments of the time value of money according to the current market behavior. This discount rate includes the risks related to the liability being determined, except those included in the cash flows. The discount period varies between 10 and 62 years.
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Corporación Nacional del Cobre de Chile
17.
The Corporation determines and recognized this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
As of June 30, 2021, the Corporation received approval from SERNAGEOMIN of the new mine closure plan for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions. Codelco updated the provision for those Divisions.
Changes in Other provisions, were as follows:
Changes 01-01-2021
06-30-2021 Other o o Decommissioning and . .
Provisions, non: . Contingencies Total restoration current
ThUuss$ ThUs$ ThUus$ ThUs$ Opening balance 468 2,232,942 61,097 2,294,507 Closing provision adjustment – (266,137) (266,137) Financial ex penses – 9,045 124 9,169 Pay ment of liabilities – – (4,886) (4,886) Foreign currency translation (4) (1,966) (1,145) (3,115) Other increases (decreases) 44 (387) 3,078 2,735 Closing balance 508 1,973,497 58,268 2,032,273
Employee benefits
a) Provisions for post-employment benefits and other long term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs.
Both long-term employee benefits are stated in the terms of employment contracts and collective bargaining agreements as agreed to by the Corporation and its employees.
These provisions are recorded in the statement of financial position at the present value of the estimated future obligations. The discount rate used is determined based on the rate of financial instruments corresponding to the same currency in which the obligations will be paid and with similar maturities.
The defined benefit obligations are denominated in Chilean pesos, therefore the Corporation is exposed to foreign exchange rate risk.
The results arising from adjustments and changes in actuarial variables are charged or credited to the statement of comprehensive income for the period in which they occur.
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For the period ended June 30, 2021, there were no significant changes in post-employment benefits plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans: Assumptions 06-30-2021 12-31-2020 Retirement Health plan Retirement Health plan plan plan Annual nominal discount rate 3.21% 4,98% 3.21% 3.21% Voluntary Annual Tumover Rate for Retirement (Men) 5.00% 5.00% 5.00% 5.00% Voluntary Annual Tumover Rate for Retirement (Women) 5.90% 5.90% 5.90% 5.90% Salary Increase (real annual average) 3.06% – 3.06% – Future rate of long-term inftation 2.80% 3.10% 2.80% 2.80% Expected inftation health care rate – 5.15% – 4,85% Mortality tables used for projections CB14-RV14| CB14-RV14| CB14-RV14| CB14RV14 Average duration of future cash fows (years) 7.85 18.70 7.85 17.96 Expected Retirement Age (Men) 60 60 60 60 Expected Retirement Age (Women) 59 59 59 59
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The annual inflation corresponds to the long-term expectation set by the Central Bank of Chile and corresponds to the market expectation as of June 30, 2021.
Turnover rates have been determined by reviewing the Corporation’s own experience, studying the cumulative behavior of departures for the last three years over the current allocations (analysis by cause). The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The period over which the obligation is being amortized corresponds to the estimate of the period over which the cash flows will occur.
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Corporación Nacional del Cobre de Chile
b) The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows:
Accrual for employee benefits Current Non-current
06-30-2021 12-31-2020 06-30-2021 12-31-2020 Thus$ Thus$ Thuss$ THuS$
Employees’ collective bargaining agreements 89,583 182,905
Severance indemnities 22,334 28,840 610,662 620,940
Bonus 30,659 59,771
Vacation 146,707 155,069
Medical care programs (1) 387 591 527,895 607,403
Retirement plans (2) 3,405 20,694 8,913 8,994
Other 10,796 12,908 6,383 6,603 Total 303,871 460,778 1,153,853 1,243,940
(1) Corresponds to a provision recognized for the obligations with health care institutions as agreed with current and former employees.
(2) Corresponds to the provision made for those employees who have agreed, or are expected to agree, to retire in accordance with current employee termination plans.
The reconciliation of the present value of the retirement plan and post-employment benefit obligation, is as follows:
Changes 01-01-2021 01-01-2020
06-30-2021 12-31-2020
Ji ent Health plan JN ent Health plan ThUuss$ ThUs$ Thuss$ ThUus$
Opening balance 649,780 607,994 726,781 562,206 Service cost 36,113 9,069 69,170 47,094 Financial cost 1,327 1,305 3,705 3,379 Paid contributions (36,707) (17,861) (179,618) (31,308) Actuarial (gains)losses 458 (62,851) 5,486 (5,845) Subtotal 650,971 537,656 625,524 575,526 (Gains) Losses on foreign exchange rate (17,975) (9,374) 24,256 32,468 Closing balance 632,996 528,282 649,780 607,994
The balance of the defined benefit liability as of June 30, 2021, comprises a short term portion of ThUS$ 22,334 and ThUS$ 387 for the severance indemnity and the medical care plan, respectively. The expected amount of the defined benefit liability projected at June 30, 2022, consists of ThUS$ 680,653 for the severance indemnity and ThUS$ 503,261 for the medical care plan. The expected monthly average future disbursements related to defined benefit plans are of ThUS$ 1,861 for severance indemnity and of ThUS$ 32 for medical care.
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Corporación Nacional del Cobre de Chile
The technical revaluation of the liability (actuarial gainloss defined under |AS19) for severance indemnity benefits as of June 30, 2021 has been performed with a charge to equity, which is broken down into an actuarial loss of ThUS$ 458, corresponding to an experience loss.
Similar to the latter case, for the obligation generated by health benefit plans, an actuarial gain of ThUS$ 62,851 has been determined, composed of a revaluation of the financial parameters for Thu $ 53,818 and an experience adjustment of ThUS $ 9,033.
The following is a review of the sensitivities of the provisions, when going from a medium scenario to a low or high scenario with unitary percentage variations, respectively, and both effects of reduction and increase on the book balance of these provisions:
Severance Benefs for Years of Service Low Medium High Reducion | Increase Financial effect on interest rates 2.965% 3.215% 3.465% 1.44% -1.39% Financial effect on the real increase in income | 2.807% 3.057% 3.307% -1.24% 1.27% Demographic effect of job rotations 4.590% 5.090% 5.590% 0.14% -0.13% Demographic effect on mortality tables -25.00% CB14-RV14, Chile] 25.00% 0.04% -0.04%
Health Benefits and Other Low Medium High Reduction Increase Financial effect on interest rates 4.727% 4.977% 5.227% 3.37% -3.31% Financial effect on health infation 4.652% 5.152% 5.652% -2.81% 2.98% Demographic effect, planned retirement age 5857 6059 6261 3.79% -0.07% Demographic effecton mortality tables -25.00% CB14-RV14, Chile] 25.00% 10.78% -7.44%
c) Retirement benefits provision
The Corporation under its operational optimization programs seeks to reduce costs and increase labor productivity, and through the incorporation of modern technologies andor best management practices has established employee retirement programs by making corresponding modifications to employment contracts or collective bargaining agreements, with benefits encouraging early retirement.
As of June 30, 2021 and December 31, 2020, the retirement plan provision current balance was ThUS$ 3,405 and ThUS$ 20,694, respectively, while the non-current balance was ThUS$ 8,913 and ThUS$ 8,994, respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of June 30, 2021 and December 31, 2020.
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Corporación Nacional del Cobre de Chile
18.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
Expense by Nature of Employee Benefits 01-01-2021 01-01-2020 04-01-2021 04-01-2020
06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$ Benefits – Short term 702,221 626,025 363,108 301,245 Benefits – Post employ ment 9,069 33,290 5,030 11,573 Benefits – Early retirement 5,567 54,156 1,736 33,911 Benefits by years of service 36,113 24,077 19,590 11,079 Total 752,970 737,548 389,464 357,808 Equity
The Corporation’s total equity as of June 30, 2021 is TRUS$ 11,812,303 (ThUS$ 11,626,491 as of December 31, 2020 and ThUS$ 11,546,378 as of June 30, 2020).
In accordance with article 6 of Decree Law 1350 of 1976, it is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference, and keeping in mind the Corporation’s balance sheet for the immediately preceding year and aiming to ensure its competitiveness, before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization funds and reserves shall be determined by decree from the Ministries of Mining and Treasury.
Net income shown in the Statement of Financial Position, after deducting the amounts referred to in the previous paragraph, shall belong to the State and become part of the Nation’s general income.
During the six-month period ended June 30, 2021, dividend payment has been made, for an amount of ThuS$464,806….. As of December 2020 payments were made to the Ministry of Finance amounting to ThUS$239,076 for dividends charged to earnings for 2020, leaving a balance in favor of the Corporation for dividends paid in excess of ThUS$ 159,223 as of December 31, 2020.
As of June 30, 2021, dividends payable of ThUS$ 414,218 are recognized for the profits generated in this half year, …
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Corporación Nacional del Cobre de Chile
b)
The Consolidated Statement of Changes in Equity discloses the changes in the Corporation’s equity.
The movement and composition of other equity reserves is presented in the Consolidated
Statement of Changes in Equity.
Reclassification adjustments from other comprehensive income to income for the years meant a loss of ThUS$ 3,554 and a gain of ThUS$ 1,182 for the six-month periods ended June 30,
2021 and 2020, respectively.
Other reserves
The detail of other reserves in equity as of the dates mentioned are as follows:
Other reserves 06-30-2021 | 12-31-2020 THuS$ Thus$
Reserve on exchange differences on translation (8,572) (2,939) Reserve of cash flow hedges (19,210) 2,988 Capitalization fund and reserves 4,962,393 4,962,393 Reserve of remeasurement of defined benefit plans (286,881) (805,556) Other reserves 619,056 619,936 Total other reserves 5,271,786 5,276,822
Non-controlling interests
The detail of non-controlling interests, included in total equity and total profit or loss, as of the dates mentioned, is as follows:
Companies Non-controlling interests Net equity Profit (loss) Profit (loss)
06-30-2021 | 12-31-2020 | 06-30-2021 | 12-31-2020 | 01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020
06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 % % ThUuS$ Thus$ ThUS$ ThUuS$ ThuSs$ ThUS$ Inversiones Gacrux SpA 32.20% 32.20% 956,391 924,924 57,387 739 35,256 1,275 Other 23 18 5 32 5 31 Total 956,414 924,942 57,392 7 35,261 1,306
For the year ended June 30, 2021, Inversiones Gacrux SpA, made an equity distribution of ThUS$ 25,920 paid to non-controlling interests.
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Corporación Nacional del Cobre de Chile
The percentage of non-controlling interest in Inversiones Mineras Becrux SpA (previously Inversiones Mineras Acrux SpA) generates a non-controlling interest in our subsidiary Inversiones Gacrux SpA, which presents the following figures relating to its statement of financial position, statement of comprehensive income and cash flows:
Assets and liabilities 06-30-2021 12-31-2020 ThUs$ ThUuss$ Current assets 409,577 325,385 Non-current assets 2,764,538 2,790,802 Current liabilities 191,822 221,242 Non-current liabilities 447,966 516,030 Profit (loss) 01-01-2021 01-01-2020 04-01-2021 04-01-2020
06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$ Revenue 691,408 267,204 396,951 176,865 Other income (ex pense) (510,076) (268,328) (279,950) (168,850) Profit (loss) for the year 181,332 (1,124) 117,001 8,015 Cash flows 01-01-2021 | 01-01-2020
06-30-2021 | 06-30-2020 ThUus$ ThUus$ Netcash flows from (used in) operating 94,404 26,932 activities Netcash flows from (used in) investing 86 20,703 activities Netcash flows from (used in) financing (132,492) (43,355) activities
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Corporación Nacional del Cobre de Chile
19, Revenue
20.
21.
Revenues for the three and six-month periods ended June 30, 2021 and 2020, are as follows:
Item 01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020
06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 8,470,852 4,259,627 4,506,999 2,486,215 Revenue from sales of third-party copper 883,378 443,701 516,110 260,298 Revenue from sales of moly bdenum 301,944 262,770 158,592 120,082 Revenue from sales of other products 366,546 271,138 186,905 138,248 Profit (loss) in futures market (7,801) 1,621 (4,163) (451) Total 10,014,919 | 5,238,857 | 5,364,443] 3,004,392
The Corporation’s revenue ¡is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.24 Operating Segments.
Expenses by nature
Expenses by nature for the years ended June 30, 2021 and 2020, are as follows:
Item 01-01-2021 01-01-2020 04-01-2021 04-01-2020
06-30-2021 06-30-2020 06-30-2021 06-30-2020 Thus$ ThuS$ Thuss$ THus$ Short-term benefits to employees 702,221 626,025 363,108 301,245 Depreciation 1,114,370 1,163,115 536,329 580,884 Amortization intangible assets 1,122 1,098 574 534 Total 1,817,713 1,790,238 900,011 882,663
Asset impairment
As of December 31, 2020, the Corporation made a calculation of the recoverable amount of its cash-generating unit, Ventanas Division, in order to verify the existence of an impairment in the value of the assets associated with said division. Said recoverable amount amounted to US$140 million, which when compared with the book value of the assets of the cash- generating unit of US$164 million, an impairment of US$24 million (before tax) was determined, which was recorded as a reduction of Property, Plant and Equipment as of December 31, 2020.
The recoverable amount determined corresponds to the value in use using a 7.09% annual discount rate before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of acid, cost of treatment and refining, exchange rates and discount rates.
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Corporación Nacional del Cobre de Chile
As of June 30, 2021 and December 31, 2020, there are no indications of additional impairments or reversals of impairment recognized in previous years, for the rest of the cash- generating units, as well as for their associates.
22. Other income and expenses by function
Other income and expenses by function for the six month periods ended June 30, 2021 and 2020, are as follows:
a) Other income by function:
01-01-2021 01-01-2020 04-01-2021 04-01-2020 Item 06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUus$ ThUs$ ThUS$
Penalties to suppliers 903 6,476 97 3,266 Delegated Administration 2,207 2,008 1,031 939 Miscellaneous sales (net) 1,876 11,497 (4,841) 5,278 Material Retum 1,486 2,836 (1,629) (285) Gacrux debt prepay ment result 21,341 – 21,341 – Other miscellaneous income 30,919 40,291 25,476 30,901 Total 58,732 63,108 41,475 40,099
b) Other expenses by function:
01-01-2021 01-01-2020 04-01-2021 04-01-2020 Item 06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUS$ ThuS$ ThUS$
Law No. 13196 (763.803) (411.930)! (417.370) (207.447) Research expenses (29.638) (26.834) (15.876) (12.876) Bonus for the end of collective bargaining (30.309) (7) (26.089) (4) Expense plan (5.567) (54.156) (1.736) (33.911) Punishment of investment projects – (61) – (61)| Write-off of property, plant 8 equipment (2.287) (1.789) (418) (1.486) Medical care plan (9.069) (83.289) (5.031) (11.573) Write-off inventories (2.327) (456) (894)| (456)| Materials obsolescence (6.581) (8.028) 916 (8.028) Contingency expenses (3.294) (10.301) (3.294) (3.804) Fixed indirect costs, low production level (58.020) (25.496) (21.483) (11.688) Other expenses (28.993) (20.525) (10.719) (4.966) Total (939.888) (592.872) (501.994) (296.300)
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Corporación Nacional del Cobre de Chile
c)
Law No. 13196
The Corporation is subject to Law No. 13196, which mandates the payment of a 10% tax over the foreign currency return on the actual sale revenue of copper production, including its by-products.
On January 27, 2017, Law No. 20989, article 3, establishes changes in the application of Law No. 13196 as of January 1, 2018, through which the Corporation will deposit annually, no later than December 15 of each year, the funds established in article 1 in that law.
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13196 and establishes that the 10% tax to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% at the beginning of the thirteenth year. The validity of this law is as of January 1, 2020, maintaining the payment annually at a date no later than December 15 of each year.
On March 23, 2020, the Ministry of Finance issued Ordinary Letter No. 843, which modifies the payment method of the funds related to Law 13196, in order to address funds to meet national needs generated by the COVID-19 crisis. Said Official Letter establishes the payment of funds owed to the Treasury for the application of Law No. 13196, equivalent to ThUS$240,168 (contribution for December 2019, January and February 2020), before June 30, 2020. Subsequently and from the month of April 2020, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
23. Finance costs
The detail of finance costs for the periods ended June 30, 2021 and 2020, is as follows:
Item 01-01-2021 01-01-2020 04-01-2021 04-01-2020
06-30-2021 06-30-2020 06-30-2021 06-30-2020 ThUS$ ThUS$ Thuss ThUS$
Bond interest (247,985) (257,299) (127,108) (135,066) Bank loan interest (11,342) (32,713) 151 (13,662) Unwinding of discount on severance indemnity provision (1,327) (1,766) (681) (866) Unwinding of discount on other non-current provisions (15,112) (16,708) (7,508) (7,827) Other (28,741) (29,513) (13,861) (14,306) Total (804,507) (837,999) (149,007) (171,727)
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Corporación Nacional del Cobre de Chile
24, Operating segments
In section |! “Significant Accounting Policies”, it has been indicated that, for the purposes of IFRS 8, “Operating Segments”, these are determined according to the Divisions that comprise Codelco. In addition, the Parent Company’s revenues and expenses are distributed among the defined segments.
The mining deposits in operation, where the Corporation carries out its production processes in the extractive and processing areas, are managed by its divisions Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively. The information on each Division and their corresponding mining deposits is as follows:
Chuquicamata
Types of mine sites: Open pit mines and underground mines
Operating: since 1915
Location: Calama – Region !l
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997.
Location: Calama – Region !l
Products: electro-obtained copper cathodes and copper concentrate
Ministro Hales
Type of mine: Open pit mine
Operating: since 2014
Location: Calama – Region Il
Products: Calcined copper, copper concentrates
Gabriela Mistral
Type of mine: Open pit mine
Operating: since 2008
Location: Calama – Region Il
Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mine: Underground mine and open pit mine
Operating: since 1926
Location: Salvador – Region |!
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
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Corporación Nacional del Cobre de Chile
Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes – Region V
Product: Copper concentrate
El Teniente
Type of mines: Underground and open pit mines Operating: since 1905
Location: Rancagua – Region VI
Products: Fire-refined copper and copper anodes
Allocation of Head Office revenue and expenses
Revenue and expenses controlled by the Head Office are allocated to the Divisions based on following criteria.
The main items are assigned based on the following criteria:
Revenue and Cost of Sales of Head Office commercial transactions
Allocation to the operating segments is made in proportion to revenues of each Division.
Other income, by function
Other income by function, associated and identified with each Division, is directly allocated.
Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division.
The remaining other income ¡s allocated in proportion to the aggregate of balances of other income and finance income of each Division.
Distribution costs
Expenses associated and identified with each Division are directly allocated.
Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative expenses
Administrative expenses associated and identified with each Division are directly allocated.
Administrative expenses recorded in cost centers associated with the sales function and administrative expenses of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to inventory balances in warehouse in each Division.
The remaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
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Other expenses, by function
Other expenses associated and identified with each Division are directly allocated.
Expenses for pre-investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other Gains
Other gains associated and identified with each Division are directly allocated.
Other gains of subsidiaries are allocated in proportion to the revenues of each Division.
Finance Income
Finance income associated and identified with each Division is directly allocated.
Finance income of subsidiaries is allocated in proportion to the revenues of each Division.
The remaining finance income is allocated in relation to the operating cash outflows of each Division.
Finance costs
Finance costs associated and identified with each Division are directly allocated.
Finance costs of subsidiaries are allocated in proportion to the revenues of each Division.
Share in profit (loss) of associates and joint ventures accounted for using the equity method
Share in profit or loss of associates and joint ventures identified for each Division is directly allocated.
Foreign exchange differences
Foreign exchange differences identifiable with each Division are directly allocated.
Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division.
The remaining foreign exchange differences are allocated in relation to operating cash outflows of each Division.
Contribution to the Chilean Treasury under Law No. 13196 The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
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b)
Tax income benefit (expense)
Income tax benefit (expense) Corporate income tax under D.L. 2398 and specific mining tax are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
Other tax expenses are allocated in proportion to the corporate income tax, specific mining tax and tax under D.L. 2398 of each Division.
Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that receives the service. Such recognition is made in the period in which these services are rendered, as well as its elimination in the consolidated corporate financial statements.
Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
Cash flows by segments
The operating segments defined by the Corporation, maintains a cash management function which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
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Corporación Nacional del Cobre de Chile ts:
From 01012021 to 06302021
Segments Chuquicamata | R. Tomic | Salvador | Andina | El Teniente | Ventanas | G. Mistral | M.Hales |Total segments| Other | Total Consolidated
THuss Thuss ThUs$ THUss TRhUS$ Thuss Thuss ThUs$ ThUs$ Thuss Thuss
Revenue from sales of own copper 2,477,503 | 1,270,535] 504,024 821,454 | 1,969,890 44,261 418,236 955,859 8,470,852 8,470,852 Revenue from sales of third-party copper 1,848 – – – 18,308 – – 20,151 863,227 883,378 Revenue from sales of molybdenum 154,956 15,920 6,975 23,095 95,205 – – – 206,151 5,793 301,944 Revenue from sales of other products 114,458 – 48,920 1,456 54,444. 108,597 – 37,722 365,597 949 366,546 Revenue from future market (8,077) (2.811) (201) (823) 700 96 (1,340) (845) (7,801)| – (7,801) Revenue between segmenis 21,680 – 26,143 1,072 – 47,060 – – 95,955 (05,955) – Revenue 2,767,458 | 1202604] 585861| 846754| 2120,239| 218,317 416,896 992,736 9,240,905 774,014 10,014,919 Cost of sales of own copper (160,312) | (ses,86] (422609] (a20859] (es2165)] (43,830)] (250,458) (260,233) (4,638,329) 6,364 (4,631,965) Costof sales of third-party copper (1,316) – – – (18,974) – – (20,290)| (863,542)| (883,832) Cost of sales of moly bdenum (43,217) (6,877) (2.969) (13,234) (22,041) – – – (68,338) (6,827)| (95,165) Cost of sales of other products (84,734) – (58,026) (812) (28,602)| – (114,634) – (5,216) (291,524) (881) (292,405) Cost of sales between segments (67,254) 7,819 (28,356) 2,097 13,955 (65,964) (497) 22,245 (05,955) 95,955 – Cost of sales (1879,833)| (584922)| (511,955) (441,303)| (688,853)| (233,411) (250,955) (843,204) (5,134,436)| (768,931) (5,903,367) Gross profit (loss) 887,625 707,722 73,906] 405451] 1,231,386 (15,094) 165,941 649,532 4,106,469 5,083 4,111,552 Other income, by function 982 631 2,808 2,077 4,123 (306) (454) (1,946) 7,865 50,867 58,732 Distribution costs (1,618) (52) (281) (122) (540) – (667) (3,280) (1,749) (5,029) Administrative expenses (13,369) (16,382) (9,759) (10,677) (87,766) (8,831) (12,146) (10,063) (113,998)] (106,669) (220,662) Other expenses, by function (69,596) (26,045) (1,698) (9.842)| (12,608) (2.139) (7,222) (3.166) (132,315) (43,770) (176,085) Law No. 13196 (238,439| (113055)| (53,237) (86,385) (157,993)| (13,420) (41,556) (69,721) (763,803) (763,803) Other gains (losses) – – – – – – 15,325 15,325 Financial income: (989) 20 49 139 690 6L 10 (78) 792 6,238 7,030 Financial costs (122,154) (15,466) (8,949) (20,420) (90,410) (8,236) (6,753) (19,086) (296,474) (8.033) (204,507) Impairment loss under IFRS 9 – – – – – – (258) (258) Share in the profit (loss) of associates and joint – 406 100 205 – – – 4202 210.808 218,120 ventures accounted for using the equity method Exchange differences 8,808 1,879 10,189 3,190 316 4,026 34,101 1,285 35,386 Profit (loss) before tax 452,093 539,252 950,725 (34,775) 98,136 558,831. 2,843,654. 132,147 2,975,801 Income tax expense (802,745) (861,662) (633,004) 24,414 (66,262) (876,258) (1,898,077) 17,915 (1,880,162) Profit (loss) 149,348 177,590 317,721. (10,361) 31,874 182,573 945,577 150,062 1,095,639
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Corporación Nacional del Cobre de Chile ts:
From 01012020 to 06302020 Total Ne Total Segments Chuquicamata | R. Tomic | Salvador | Andina | El Teniente | Ventanas | G. Mistral | M.Hales subsidiaries .
segments Consolidated and parent Thuss ThUuss$ Thuss Thuss Thuss Thuss$ Thuss$ ThUus$ ThUus$ Thuss Thuss
Revenue from sales of own copper 1,405,316 690,718 192,261 | 367,664 991,941 31,375 273,914 306,438 | 4,259,627 – 4,259,627 Revenue from sales of third-party copper 890 – – 10,571 – – 11,461 432,240 443,701 Revenue from sales of molybdenum 144,504 6,842 5,136 24,879 74,538 – – 255,899 6,871 262,770 Revenue from sales of other products 73,978 24,241 2,023 37,047 94,574 – 32,199 264,062 7,076 271,138 Revenue from future market 695 999 105 (204) (852) (43) 441 (20) 1,621 – 1,621 Revenue between segmenis 28,751 22,977 2,115 45,253 – – 99,096 (99,096) – Revenue 1654134] 698,559 244,720 | 396,477 1,103,174 181,730 274,355 338,617 | 4,891,766 347,091. 5,238,857 Cost of sales of own copper (1,183,824)| (s92,779)] (219,260)| (385,985) (673,019) (27,779) (266,497) (389,579)| (3,738,722) (204) (8,739,026) Cost of sales of third-party copper (1,137) – – – (10,273) – – (11,410) (431,011) (442,421) Cost of sales of molybdenum (89,127) (2,551) (2,314)| (12,500) (22,658) – – – (79,150) (21,131) (100,281) Cost of sales of other products (63,799) (24,253) (209) (21.658) – (104,540) – (5.651) (220,210) (11,261) (231,471) Cost of sales between segments (67,471) 9,837 (20,984) 2,522 6,490 (48,238) (740) 19,488 (99,096) 99,096 – Cost of sales (1,355,358)| (585,493)| (266,811)| (396,272) (710,845)| (190,830)| (267,237)| (375,742) (4,148,588)| (864,61D)| (4,513,199) Gross profit (loss) 298,776 113,066 (22,091) 205 392,329 (9,100) 7,118 (87,125) 743,178 (17,520) 725,658 Other income, by funcion 14,412 4,045 4,860 8,853 10,409 513 1,540 1,554 46,186 16,922 63,108 Distribution costs (1,615) (1D) (143) (9) (821) (607) – (561) (8.337)| (1,713) (5,050) Administrative expenses (21,469) (8,487)| (6,368)| (10,415) (20,731) (8,472) (9,854)| (10,143) (100,939) (77,424) (178,363) Other expenses, by function (74,955) (4,554) (16,963)| (14,829) (27,389)| (1,754) (5,827) (8,827) (150,098) | (80,844) (180,942) Law No. 13196 (137,226) (61,885) (18,598) (38,491) (91,888) (10,464) (27,102) (26,276) (411,930) (411,980) Other gains (losses) – – – – – – – – 14,718 14,718 Financial income (401) (2D)| 50 (5) 457 92 7 (290) (112) 28,645 28,533 Financial costs (120,378) (19,741) (9,125| (34,474) (103,172) (4,016)| (6,844)| (20,650) (318,400) (19,599) (837,999) Impairment loss under IFRS 9 – – – – – – – – (1,528) (1,528) Share in the profit (loss) of associates and joint ventures
– 236 244 (793) – – – (313) (12,204) (12,517) accounted for using the equity method Exchange differences 61,887 19,111 15,388 33,245 82,444 8,231 10,268 22,473 253,047 10,218 263,265 Profit (loss) before tax 19,031 41,523 (52,754)| – (55,747) 23L345 (20,577)| (80,694)| (74,845) 57,282 (20,329) | (83,047) Income tax expenses (14,908) (27,396)| 35,497 37,185 (158, 132)| 13,920 21,005 50,439 (42,390)| 29,071 (13,319) Profit (loss) 4123 14,127 (17,257)| – (18,562) 73,213 (6,657) (9,689) (24,406) 14,892 (61,258) (46,366)
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Corporación Nacional del Cobre de Chile
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of June 30, 2021 and December 31, 2020, are detailed in the following tables:
06-30-2021 Category Chuquicamata Radomiro Salvador | Andina |El Teniente | Ventanas | G. Mistral | M. Hales Other Total Tomic Consolidated Thuss Thuss Thuss Thus$ Thus$ Thuss Thuss Thus$ Thuss Thus$ Current assets 1,512,261 690,604 | 602,309| 327,726| 1,058,932| 54,746 255,131 483,435| 3,583,066 8,568,210 Non-current assets 9,098,916 2,143,599| 1,072,133| 4,909,270| 7,877,312| 224,483] 1,082,995| 3,193,353| 4,725,710 34,327,771 ¡Current liabilities 670,904 210,431 195,403| 193,814 441,432| 68,240 107,931 127,649| 1,944,011 3,959,815 Non-current liabilites 645,506 346,929 251,277 525,609| 1,100,895| 113,547 168,653| 157,435| 23,814,012 27,123,863
12-31-2020 Category Chuquicamata Radomiro Salvador | Andina |El Teniente | Ventanas | G. Mistral | M. Hales Other Total Tomic Consolidated Thuss Thuss Thuss Thus$ Thus$ Thuss Thuss Thus$ Thuss Thus$ Current assets 1,525,225 734,895 593,497 320,903 967,649] – 55,640 262,057 521,154| 2,777,102 7,758,122 Non-current assets 9,171,623 2,069,919| 1,109,815| 4,943,152| 7,799,234| 250,617] 1,081,860| 3,144,884| 4,881,160 34,452,264 ¡Current liabilities 801,185 231,953 208,235 235,889 436,916| 86,373 93,817] 141,957| 1,203,582 3,439,907 Non-current liabilites 766,127 340,723 297,955| 610,450| 1,284,736| 139,142 160,279] 130,656| 23,413,920 27,143,988
Revenues segregated by geographic area are as follows:
01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020 Revenue per geographical areas 06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 ThUus$ Thus$ ThUus$ ThUus$
Total revenue from domestic customers | 1,493,519 597,769 780,337 358,386 Total revenue from foreign customers 8,521,400 | 4,641,088 | 4,584,106 | 2,646,006
Total 10,014,919 | 5,238,857 | 5,364,443 | 3,004,392
01-01-2021 | 01-01-2020 | 04-01-2021 | 04-01-2020 Revenue per geographical areas 06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 ThUus$ Thus$ ThUus$ ThUus$
China 2,069,870 | 1,300,722 | 1,014,022 763,401 Rest of Asia 1,611,925 640,597 886,234 371,206 Europe 3,160,128 | 1,804,231 | 1,781,153 | 1,019,144 America 2,580,491 | 1,263,376 | 1,305,660 712,802 Other 592,505 229,931 377,374 137,839
Total 10,014,919 | 5,238,857 | 5,364,443 | 3,004,392
During the six-month periods ended June 30, 2021 and 2020, there is no revenue from ordinary activities from transactions with a single customer representing 10 percent or more of the Corporation’s revenue from ordinary activities.
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25.
26.
27.
Exchange difference
Exchange differences for the three and six-month periods ended June 30, 2021 and 2020 are as follows:
01-01-2021 [01-01-2020 | 04-01-2021 | 04-01-2020 Profit (loss) from foreign exchange differences recognized in income
06-30-2021 | 06-30-2020 | 06-30-2021 | 06-30-2020 ThUS$ ThUS$ ThUS$ ThUS$
Profit from foreign ex change differences 82,552 364,014 37,322 | (165,089) Loss from foreign exchange differences (47,166)| (100,749)| (23,386) 71,262
Total exchange differences 35,386 263,265 13,936 (93,827)
Statement of cash flows
The following table shows the items that comprise other collections and payments from operating activities in the Statement of Cash Flows:
Other collections from operating activities 01-01-2021 01-01-2020
06-30-2021 06-30-2020
ThUS$ Thus$ VAT Refund 633,236 658,132 Sales hedge 8,712 4,429 Other 383,848 251,896 Total 1,025,796 914,457
Other payments from operating activities 01-01-2021 01-01-2020
06-30-2021 06-30-2020
ThUS$ Thus$ Contribution to Chilean treasury Law N*13.196 (748,565) (439,364) VAT and other similar taxes paid (777,801) (637,591) Total (1,526,366)] – (1,076,955)
No capital contributions were received during the six-month period ended June 30, 2021 and
2020.
Risk management
Codelco has committees within its organization to set out strategies allowing to reduce the financial risks to which it may be exposed.
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below:
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Corporación Nacional del Cobre de Chile
a. Financial risks ” Exchange rate risk:
According to IFRS 7, exchange rate risk is understood to be the risk that arises from financial instruments that are denominated in foreign currencies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelco’s activities that generate this exposure correspond to funding in UF, accounts payable and receivable and provisions in Chilean pesos, other foreign currencies used in its business operations and obligations with employees.
Most transactions in currencies other than US$ are denominated in Chilean pesos. Also, there is another portion in Euro, which corresponds mainly to a long-term loan issued through the international market, which exchange rate risk is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and liabilities as of June 30, 2021 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$32 million in net income, respectively. This result is obtained by identifying the main items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of US$, with respect to the closing exchange rate at the end of the reporting period.
+ Interest rate risk
This risk arises from interest rate fluctuations in Codelco’s investment and financing activities.
This movement can affect future cash flows or the market value of fixed rate financial instruments.
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Corporate Finance Department.
Itis estimated that, based on net debt at June 30, 2021, a one percentage point change in the interest rates of credit financial liabilities subject to variable interest rates would result in a change in annual interest expense of approximately US$ 5 million, before taxes. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable interest rates.
The concentration of obligations that Codelco maintains at fixed and variable rates at June 30, 2021, corresponds to a total of ThUS$ 16,485,636 and ThUS$ 1,003,104, respectively.
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b. Market risks Commodity price risk:
As a result of its commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum sales contracts generally establish provisional sales prices at the time of shipment of such products, while the final price will be considered based on a monthly average price determined by the market for future periods. At the reporting date, sales of provisionally priced products are adjusted to fair value and the effect is recorded in the results of operations for the period. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.r) “Income from Activities Ordinary Procedures from Contracts with Customers of section II Main Accounting Policies).
As of June 30, 2021, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be US$277 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of June 30, 2021 (610 thousands of dry metric tons). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price would be if there is a difference of + – 5% with respect to the future price known to date for this period.
In order to protect cash flow and adjust, where necessary, its sales contracts to its trade policy, the Corporation holds operations in futures markets. At the end of the reporting period, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales.
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations in prices of production inputs.
Cc. Liquidity risk
The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, the Corporation maintains resources at its disposal sufficient to meet ¡ts obligations, whether in cash, liquid financial instruments or credit facilities.
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short and long term projections and available financing alternatives. In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
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In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
Less than Between one More than Maturity of financial liabilities as . .
one year and five years five years of 06302021 ThUuS$ ThUs$ ThUS$ Loans from financial entities 34,016 – 969,088 Bonds 448,739 2,375,020 13,661,877 Derivatives 33,157 147,257 2,499 Other financial liabilities – 53,317 Total 515,912 2,575,594 14,633,464
d. Credit risk
This risk comprises the possibility that a third party does not fulfill its contractual obligations, thereby causing a loss for the Corporation.
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectible of client debt balances is minimal. This is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant.
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Vice Presidency of Marketing.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
The maximum exposure to credit risk as of June 30, 2021 is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable do not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco. This exposure is distributed among a large number of clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencies.
Explanatory note 2 “Trade and other receivables” shows past due and provisioned balances.
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Corporación Nacional del Cobre de Chile
28.
The Corporation estimates that unimpaired amounts overdue over 30 days are recoverable based on clients historical payment behavior and their existing credit ratings.
As of June 30, 2021 and 2020, there are no receivable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of its business.
During the six-month periods ended June 30, 2021 and 2020, no guarantees have been executed to ensure the collection of third party debt.
Personnel loans mainly relate to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts
Derivatives contracts
The Corporation has entered into transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Hedges The Corporation maintains an exposure associated with its hedging operations against exchange rate and interest rate variations, whose negative fair value, net of taxes, amounts to ThUS$ 10,875 as of June 30, 2021.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
June 30, 2021
Financial ot me obligation Fair value
Hedged item
Bank derivative contract
Maturity
Currency
Hedged item.
Thuss
Hedging instrument muss hedged tem muss
Asset muss
Amortized cost muss
Bond UF Mal 2025 Bond EUR Mal. 2024.
Bond EUR Mal. 2024.
Bond UF Mal 2026
Bond AUD Mat 2089 Bond FKD Mat. 2034 [Credi Suse (USA) Santander (Chi)
BNP Paribas (USA)
L1P Morgan London Branch (England) Santander (Chi) sac Bank PLC (England)
Swap Swap Swap Swap Swap Swap
DS 09:07-2024
09.07-2024
24-08-2006 22:07-20%9
07-11-2034
Us uss uss uss uss use
215 355,449 355,449 408,287
52.418 64,390
208519 409,650 409,680 406,212 49,266 163,792
2010 (10,520
(70,342) 211
(596)
(2109)
300.305 393,462 393,450 465,585
65.185 16,174
1250715)
(464,082)
(463,702)
(462,758)|
(65,531)
(18,277)
Toral
1517,586
1547,119
160,503)
1,724,682
(1.785.158)
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December 31, 2020
Financial me of bligation Fair value
Hedged item Bank derivative | Maturity – | Currency | Hedgeditem oblig: Asset Amortized cost Hedging – | hedged item contract instrument muss muss muss muss muss
Bond UF Mar 2025 [Ciedi Suisse (USA) Swap | 00408 | Us BOLT 2558 53 25550 (15932) Bond EUR Mal 2024 [Santander (Chile) swap | oworz0s | uss 268,505 409,650 (59.079) 408,058 (a67,137) [Bond EUR Mat 2024 [BNP Paribas (USA) Swap 09-07-2024 US$ 368,505. 409,680 (58,824) 408,022 (466,846) | Bond UF Mal 2026 [JP Morgan London Branch (England) swap | 2608200 | uss 208,894 406,212 28.013 507,154 (a7o141) Bond AUD Mal 2039. [Santander (Chile) swap | 2zor2os | uss 53,747 49,266 2.501 11,146 (69,239) Bond HKD Mal 2034 |HS8C Bank USAN.A (USA) swap | oramzos | uss 64,500 69,792 (2689) 79,180 (81,869) Tor 1157258 1377119 5300] 1807 1327)
As of June 30, 2021, the Corporation no maintains cash deposit guarantee balances.
The current methodology for valuing currency swaps is to use the bootstrapping technique from the mid – swap rate to construct the curves (zero) in UF and US$ respectively, from market information.
The notional amounts are detailed below:
Notional amount of contracts with final maturity
Less than 90 | Over 90 Total non- June 30, 2021 Currency Total current | 1to3 years | 3to5years | Over5 years days days current ThUS$ ThUuS$ ThUus$ ThUS$ ThUS$ ThUS$ ThUS$ Currency derivatives ThUS$ 46,060 46,382 92,442 91,477 1,107,232 569,955 1,768,664 Notional amount of contracts with final maturity Less than 90 | Over90 Total non- December 31, 2020 | Currency Total current | 1to3 years | 3to5years | Over5 years days days current ThUS$ ThUS$ ThUus$ ThUS$ ThUs$ ThUS$ ThUS$ Currency derivatives ThUS$ 13,156 48,151 61,306 122,611 1,113,279 577,064| 1,812,954
b. Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in copper, gold and silver derivative markets and records its results at the end of each transaction. These results are added to or deducted from sales revenues. As of June 30, 2021, these operations generated a lower net realized result of ThUS$ 10,335.
b.1. Commercial flexibility operations of copper contracts
The purpose of these contracts is to adjust the price of shipments to the price defined in the Corporation’s related policy, defined in accordance with the London Metal Exchange (LME). As of June 30, 2021, the Corporation performed derivative market transactions of copper that represent 439,485 metric tons of fine copper. These hedging operations are performed as part of the Corporation’s commercial policy.
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The current contracts as of June 30, 2021, present a positive fair value of ThuS$ 24,201 and their final result will only be known at their maturity, offsetting the hedging transactions with revenue from the sale of the hedged products.
Operations completed between January 1 and June 30, 2021, generated a net negative effect in results of ThUS$ 10,693, corresponding to values for physical sales contracts for a negative amount of ThUS$ 8,159 and values for physical purchase contracts for a negative amount of ThUS$ 2,534,
b.2. Trade operations of current gold and silver contracts.
As of June 30, 2021, the Corporation maintains derivative contracts for the sale of gold of ThOZ 9.099
The contracts in force as of June 30, 2021, present a positive exposure of ThUS$391, the final result of which can only be known at the expiration of these operations, after the compensation between the hedging operations and the income from the sale of the protected products. These hedging operations expire up to September 2021.
The operations completed between January 1 and June 30, 2021, generated a positive effect on results of ThUS$ 358, corresponding to values per physical sales contracts.
b.3. Cash flow hedging operations backed by future production The Corporation has no outstanding transactions as of June 30, 2021, arising from these operations, which protect future cash flows by locking in price levels for the sale of part of its production.
The following tables set forth the maturities of metal hedging activities, as referred to in point b above:
June 30, 2021 Maturity date
ThUus$ 2021 2022 2023 2024 2025 Upcoming Total Flex com cobre (asset) – 2,999 – – – – 2,999 Flex com cobre (liability) (13,011) (12,329) (1,860) – – – (27,200) Flex com GoldSilver 391 – – – – – 391 Price setting Metal options – – – – – – – Total (12,620) – (9,330) (1,860) – – – (23,810) December 31, 2020 Maturity date
ThUus$ 2021 2022 2023 2024 2025 Upcoming Total Flex com cobre (asset) 3,612 (850) (150) – – – 2,612 Flex com cobre (liability) (1,635) – – – – (1,635) Flex com GoldSilv er (177) – – – – – (177) Price setting Metal options – – – – Total 1,800 (850) (150) – – – 800
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29.
June 30, 2021 Maturity date
All figures in thousands .
o 2021 2022 2023 2024 2025 Upcoming Total of metric tonslounces
Copper Futures [MT] 154.290 247.300 37.900 – – – 439.490 GoldSilv er Futures [ThOZ] 9.099 – – – 9.099 Copper price setting [MT] – – Copper options [MT]
December 31, 2020 Maturity date
All figures in thousands . 2021 2022 2023 2024 2025 Upcoming Total of metric tonslounces
Copper Futures [MT] 315.010 123.660 9.900 – – – 448.570 GoldSilv er Futures [ThOZ] 7.970 – – – – – 7.970 Copper price setting [MT]
Copper options [MT]
Contingencies y restrictions
a) Contingencies and restrictions
There are various lawsuits and legal actions initiated by or against the Corporation, which derive from its operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsuits where the Corporation is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends its rights and makes use of all the corresponding legal and procedural instances and resources.
The most relevant lawsuits filed by Codelco relate to the following matters:
– Tax Proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (SI), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SI.
– Labor lawsuits: Labor proceedings brought by the workers of the Andina Division against the Corporation with regard to occupational diseases (silicosis).
– Mining proceedings and others arising from the Operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving its mining operation and activities, through which it seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelco’s development.
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Some procedures pending final judgment are the simultaneous claim for arbitration between Codelco, Santa Elvira S.A., Mining Services Group S.A. and Sociedad de Servicios para la Minería Limitada (collectively “Santa Elvira) and the arbitration procedure between Codelco and Colbún regarding the sale of energy between them, among others.
At the date of issuance of these financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately US$2,781 million corresponding to 864 cases. According to the estimate made by the legal advisors of the Corporation, 565 cases, which represent 65.39% of the universe, have associated probable loss results amounting to ThUS$58,100. (Additionally, with the same probable outcome, there are 14 causes for ThUS$168 from subsidiaries).
There are also 123 cases, representing 14.24% for an amount of ThuS$835,670, for which it is more likely than not, that the ruling will not be against the Corporation. For the remaining 176 cases, representing 20.37% for an amount of ThUS$ 1,204, the Corporation’s legal advisors consider an unfavorable result remote.
– Lawsuit under administrative law: On August 2, 2017, a Nullity in Public Law claim was filed in the 25th Civil Court of Santiago against Audit Report No. 900 of 2016, issued by the General Comptrollership of the Republic on May 10, 2017.
Once the discussion and evidence stage concluded, the Santiago Civil Court, on September 11, 2020, delivered its judgment in which it dismissed the annulment action filed by the Corporation, condemning it to the respective costs of said lawsuit. The Corporation announces that it will appeal said judgment.
On October 27, 2020, the Corporation filed appeals and cassation in the form of the sentence of the 25th Civil Court of Santiago, which dismissed the Public Law nullity action filed by the Codelco against Report No. 900 of 2016 of the Comptroller General of the Republic.
For litigation with a probable unfavorable outcome for the Corporation, the necessary provisions have been recognized as provisions for legal proceedings.
b) Other Commitments.
i. On May 31, 2005, Codelco, through its subsidiary Codelco International Ltd. signed an agreement with Minmetals to form a company, CuPIC, in which both companies have an equal equity interest. A 15-year copper cathode sales contract to that associated company was agreed upon, as well as a purchase contract from Minmetals to CupiC for the same period and for equal monthly shipments to complete a total of 836,250 metric tons. Each shipment shall be paid for by the buyer at a price formed by a fixed re-adjustable component plus a variable component, which depends on current copper prices at the time of shipment.
During the first quarter of 2006 and on the basis of the negotiated financial terms, financing contracts were formalized with the China Development Bank allowing CuPIC to make the US$550 million advance payment to Codelco in March 2006.
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With regard to financial obligations incurred by the associate CuPIC with the China Development Bank, Codelco Chile and Codelco International Ltd, must meet certain commitments, mainly relating to the delivery of financial information. In addition, Codelco Chile must maintain 51% ownership of Codelco International Limited.
According to the Sponsor Agreement, dated March 8, 2006, the Codelco International Ltd.
subsidiary gave its participation in CuPIC as a guarantee to the China Development Bank.
Subsequently, on March 14, 2012, CUPIC paid off its debt to the abovementioned bank. As of December 31, 2017 Codelco does not hold any indirect guarantee regarding its participation in this associated company.
On December 17, 2015, the Companys management presented a restructuring for the Supply Contract, which implies the removal of its share in CUPIC.
On April 7, 2016, the Corporation formalized the removal of its share in CUPIC, of which Codelco retained 50% ownership through the subsidiary Codelco International. Until that date, Codelco shared the ownership of the Company in the same proportion with the company Album Enterprises Limited (a subsidiary of Minmetals).
In order to realize the above mentioned term of the shareholding, Codelco signed a set of agreements which formalized primarily the following issues:
Copper sales contract modifications from Codelco to CUPIC signed in 2006, which establishes the reduction of half of the outstanding tonnage to deliver to this company and in which Codelco pays to CUPIC the amount of ThUS$99,330.
Reduction of share capital in CuPIC, equivalent to the 50% of the Codelco International shares in said company and by which CuPIC repays to Codelco the amount of ThUS$99,330.
Waiver of Codelco to any dividends associated with the profits generated by CuPIC from January 1, 2016 and the date of signing the agreement.
Additionally, the cessation of dividends reception as a consequence of the removal of the Codelco share in the ownership of CuPIC since 2016, led to a reduction of the net profit estimated by Codelco until the end of the contract signed with that company.
At the close of the first semester of 2021, the Corporation delivered the last shipment associated with this sales contract.
li. Regarding the financing agreement signed on August 23, 2012, between the subsidiary, Gacrux Inversiones SpA and Mitsui €. Co. Ltd. for the acquisition of the 24.5% stake in Anglo American Sur S.A. which was subsequently amended on October 31, 2012, a pledge is included over the shares that the subsidiary has on Acrux Inversiones SpA (shared participation with Mitsui and minority shareholder in Anglo American Sur S.A.), in order to ensure compliance with the obligations that the financial agreement contemplates
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This pledge extends to the right to collect and receive from Acrux dividends which have been agreed in the corresponding meetings of shareholders of the company and any other distributions paid or payable to Gacrux respect of the pledged shares.
On December 22, 2017 according to archive No. 12326 2017, it was established that, Gacrux, the Creditor and the Guarantee Agent, the latter representing the Guaranteed Parties, modified , by virtue of the Merger (see Note 2d), the Contract of Pledge and the Modified Pledge Agreement as to the pledge on transferable securities and the commercial pledge, as well as the restrictions and prohibitions established in the Pledge Contract and in the Modified Pledge Contract, making it subject to , by virtue of the Merger, two thousand thirteen million two hundred and forty-five thousand four hundred and seventy-three shares pledge issued by Becrux, owned by Gacrux, hereinafter the “Pledged Becrux Shares.
On May 20, 2021, as a result of the prepayment of the obligations indicated above (see note 12), the garments indicated in the preceding paragraph were raised.
iii. Law 19993 dated December 17, 2004, authorized the purchase of the Refinery and Smelter Las Ventanas assets from ENAMI, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties.
iv. Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on its ownership interest in subsidiaries.
The Corporation has complied with these conditions as of June 30, 2021 and 2020.
v. On January 20, 2010, the Corporation signed two energy supply contracts with Colbún S.A., which includes energy and power sales and purchases for a total of 510 MW of power. The contract provides a discount for that unconsumed energy from Codelco’s SIC divisions with respect to the amount of contracted power. The discount is equivalent to the value of the sale of that energy on the spot market.
The contracted power for supplying these Divisions is comprised by two contracts:
+ Contract No.1 for 176 MW, current until December 2029.
” Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station, which is currently in operation.
This plant is coal-fired, and therefore the electric energy tariff rate applied for the energy supplied to Codelco ¡s linked to the price of coal.
Both of these contracts comply with Codelco’s long-term energy and power requirements from the SIC of approximately 510 MW.
Through these contracts, which operate through take or pay, the Corporation agrees to pay for the contracted energy and Colbún undertakes to reimburse at market price the energy not consumed by Codelco.
These contracts have maturity dates in 2029 and 2044,
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For the electric power supply of the Chuquicamata’s work center, there are three contracts: – Engie for a 15-year term from January 2010, that is maturing in December 2024, for 200 MW capacity, and another contract for a 200 MW capacity which was signed in January 2018 and will be effective as of January 2025 with maturity in December 2035.
CTA effective from 2012 for 80 MW capacity, maturity in 2032.
vii. On August 26, 2011, Codelco signed two energy supply contracts with AESGener. The first one for the Minister Hales division for a 99 MW capacity and the second contract for the Radomiro Tomic work center, for a maximum capacity of 145 MW. Both contracts will mature in 2028.
viii. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No. 41 of the Minister of Mining, which approves the Regulations of this Law, was published in the Official Gazette.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. It also establishes the obligation to make contributions to a fund which aims to cover the costs of post-closure activities.
The Corporation, in accordance with the mentioned regulation, provided to SERNAGEOMIN the Mine Closure Plan (ARO) for all of the Codelco operating divisions in 2014, which were approved in 2015 in accordance with the provisions of the Act.
As of June 30, 2021, the SERNAGEOMIN authority approved the update of the Closure Plans of the Teniente, Radomiro Tomic, Minister Hales and Gabriela Mistral Divisions, instructing the Corporation to adjust the amounts to be guaranteed by UF25,283,707. As of June 30, 2021, Codelco proceeded to establish the corresponding guarantees to comply with the instructions in each of the resolutions.
The mine closure plans delivered to SERNAGEOMIN were developed by invoking the transitional regime of the Act, which was specified for the affected mining companies under the general application procedure (extraction capacity > 10,000 tons per month), and which, at the date of enactment of the Law, will abide in operation and move forward with a mine closure plan previously approved under Mine Safety Regulations Supreme Decree No. 132.
The Corporation considers that the accounting liability recorded caused by this obligation differs from the law’s requirement, mainly by differences concerning the horizon that is considered for the projection of flows, in which the law requires the determination of the obligations in terms of mineral reserves, while the financial-accounting approach incorporates some ofits mineral resources. Therefore, the discount rate established by law, may differ from that used by the Corporation under the criteria set out in lAS 37 Provisions, Contingent Liabilities and Contingent Assets and described in Note 2, letter p) of Main Accounting Policies.
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As of June 30, 2021, the Corporation has agreed guarantees for an annual amount of
U.F. 40,460,433 to comply with the aforementioned Law No. 20551. The following table details the main given guarantees:
Transmitter Mine site Amount |Currency Date Maturity date| Emission rate] ThUS$ Liberty Radomiro Tomic| 3,791,167 UF 10-11-2020 | 10-11-2021 0.25 154,769 Liberty Radomiro Tomic| 1,187,963 UF 10-06-2021 | 10-11-2021 0.16 48,497 Liberty Ministro Hales 2,251,252 UF 13-11-2020 | 13-11-2021 0.25 91,904 Liberty Ministro Hales 1,075,925 UF 10-06-2021 | 13-11-2021 0.16 43,923 Banco de Chile | Chuquicamata 3,731,732 UF 20-11-2020 | 26-11-2021 0.23 152,343 Banco Bci Chuquicamata 1,200,000 UF 20-11-2020 | 26-11-2021 0.22 48,988 Aspor Teniente 2,273,000 UF 01-12-2020 | 03-12-2021 0.15 92,792 Banco Santander Teniente 5,000,000 UF 01-12-2020 | 02-12-2021 0.20 204,118 Banco Santander Teniente 250,000 UF 27-11-2020 | 02-12-2021 0.20 10,206 Banco Estado Teniente 3,169,500 UF 30-11-2020 | 02-12-2021 0.21 129,391 Banco Bci Teniente 57,236 UF 27-11-2020 | 02-12-2021 0.21 2,337 Banco ltau Teniente 730,000 UF 08-04-2021 | 02-12-2021 0.15 29,801 Banco Bci Teniente 1,487,356 UF 08-04-2021 | 02-12-2021 0.18 60,719 Liberty Teniente 1,500,000 UF 16-04-2021 | 02-12-2021 0.18 61,235 Banco Estado Gabriela Mistral | 2,457,185 UF 10-12-2020 | 15-12-2021 0.21 100,311 Liberty Gabriela Mistral 53,123 UF 10-06-2021 | 15-12-2021 0.16 2,169 Banco ltau Salvador 1,300,000 UF 12-02-2021 | 18-02-2022 0.15 53,071 Mapfre Salvador 3,285,450 UF 18-02-2021 | 18-02-2022 0.20 134,124 Mapfre Andina 4,658,180 UF 04-05-2021 | 03-05-2022 0.17 190,164 Banco Santander Ventanas 1,001,364 UF 07-10-2020 | 07-10-2021 0.30 40,879 Total 40,460,433 1,651,741 ix. On August 24, 2012, Codelco through its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (whose minority shareholder is Mitsui), signed a contract with Anglo American Sur S.A. Under this contract, Codelco agreed to sell a portion of its annual copper production to the mentioned subsidiary, who in turn agrees to purchase such production.
Such annual portion is determined by the share of Codelco’s indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsui), maintained for the shares of Anglo American Sur S.A.
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
The contract expiration will occur when the shareholders agreement of Anglo American
Sur S.A. ends or other events related to the completion of mining activities of the company take place.
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On June 11, 2019, Codelco and Anglo American Sur S.A. signed an agreement that ensures and optimizes the operation of their respective copper mines, Andina and Los Bronces, respectively. This agreement is similar to others that the same parties have signed during the last 40 years and that favor the independent, safe and sustainable operation of these neighboring mines.
X. On March 11, 2020, the World Health Organization characterized the outbreak of a strain of the new coronavirus (“COVID-19”) as a pandemic that has resulted in a series of public health and emergency measures that have been put in place and are underway to combat the spread of the virus. The duration and impact of COVID-19 are unknown at this time and it is not possible to reliably estimate the impact of the duration and severity of these developments in future periods. Codelco is permanently monitoring the aforementioned outbreak, its constant evolution, eventual impact on the Corporation’s financial and operational indicators. additional possible effects on our workers, clients, suppliers, as well as continuing collaborating with the government actions that are being taken to reduce its spread, with no material impact observed to date on its ability to meet its financial, production or sale commitments.
Due to the above, as of December 31, 2020 Codelco has taken a series of restrictive measures in its operation and development of investment projects, in order to protect the health of its workers, which are indicated below:
March 25, 2020, the Corporation announced the temporary suspension of the projects: the remaining works of the Chuquicamata Underground Mine Project, Early Works of Rajo Inca and Assembly Works of Traspaso Andina. The suspension was carried out gradually as of March 25 for a period of 15 days.
April 8, 2020, the Corporation announced the decision to partially or totally suspend some third-party services both for projects and for operations support (which involves around 30% of the total contractor workers), for a period of 30 days, extendable. With this decision, Codelco asked the contracting companies to take steps with their respective unions to benefit from the benefits of the Employment Protection Law No. 21227. The conditions in which the total or partial suspension was implemented was agreed independently with each of the contracting companies.
June 20, 2020, the Corporation announced the stoppage of construction of all its projects in the Antofagasta Region and to maintain operational continuity of the Chuquicamata Division only with workers from Calama. With this measure, the construction of underground Chuquicamata and other divisional projects were completely suspended. The activities were resumed in the month of August 2020.
June 25, 2020, the Corporation announced the temporary halt of activities in the Chuquicamata Division smelter and refinery managements, a measure that reduces the participation in work of about 400 people, together with the detention of equipment and reduction of the productive rhythms in both areas. The measure considered the continuity of minor operations and preventive maintenance. The activities were resumed in the month of August 2020.
The aforementioned measures did not materially affect Codelco Chile’s accounting results for fiscal year 2020, nor the value of its assets at that date.
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30.
Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institutions and others:
Direct Guarantees provided to Financial Institutions and other
06-30-2021 1231-2020 Creditor of the guarantee Type of guarantee , Number of Currency Maturity Thuss Thuss documents
Dirección de Vialidad [Construction project UF January 25, 2021 1 1 Dirección de Vialidad [Construction project uE January 27, 2021 1 2 Dirección de Vialidad [Construction project UF April 3, 2021 3 33 Dirección de Vialidad [Construction project UF April 15, 2021 2 22 Dirección de Vialidad [Construction project UF April 29, 2021 1 56 Dirección de Vialidad [Construction project UF June 25, 2021 2 9 Dirección de Vialidad [Construction project UF July 2, 2021 1 15 Dirección de Vialidad [Construction project UF April 8, 2024 1 4 4 Dirección de Vialidad [Construction project uE January 21, 2022 1 32 Dirección de Vialidad [Construction project uE October 23, 2021 3 70 Dirección General del Territorio Maríimo y
Maritime concession cLp March 1, 2021 1 1,484 [de Marina Mercante Dirección General del Territorio Maríimo y
Maritime concession cLp March 1, 2022 1 1,450 [de Marina Mercante Minera Doña ines de Collahuasi Offer to purchase an asset USD January 2, 2021 1 8 Ministerio de Bienes Nacionales Projectof exploitation cLp February 25, 2021 2 176 Ministerio de Bienes Nacionales Projectof exploitation cLp February 25, 2022 2 16 Ministerio de Bienes Nacionales Projectof exploitation uE June 9, 2021 3 24 Ministerio de Bienes Nacionales Projectof exploitation uE June 23, 2021 3 24 Ministerio de Bienes Nacionales Projectof exploitation UF June 9, 2022 3 24 Ministerio de Bienes Nacionales Projectof exploitation UF June 23, 2022 3 24 – Ministerio de Obras Públicas [Construction project uE January 2, 2021 1 24,186 Ministerio de Obras Públicas Construction project uE October 2, 2021 1 558 559 Ministerio de Obras Públicas Construction project uE December 31, 2021 2 24,326 180 Ministerio de Obras Públicas Construction project uE July 29, 2022 1 42 42 Ministerio de Obras Públicas Construction project uE December 31, 2023 1 81d – Oriente Copper Netherlands B.V. Pledge on shares USD November 1, 2032 1 877,813 Servicio Nacional de Geología y Minería Environment UF February 18, 2021 2 161,254 Servicio Nacional de Geología y Minería Environment UF May 3, 2021 2 – 162,510 Servicio Nacional de Geología y Minería Environment UF October 7, 2021 1 40,879 40,945 Servicio Nacional de Geología y Minería Environment uE November 10, 2021 2 203,206 155,019 Servicio Nacional de Geología y Minería Environment uE November 13, 2021 2 135,827 92,052 Servicio Nacional de Geología y Minería Environment uE November 26, 2021 2 201,331 201,655 Servicio Nacional de Geología y Minería Environment uE December 2, 2021 7 497,807 346,608 Servicio Nacional de Geología y Minería Environment uE December 3, 2021 1 92,792 92,942 Servicio Nacional de Geología y Minería Environment UF December 15, 2021 2 102,480 100,473 Servicio Nacional de Geología y Minería Environment UF February 18, 2022 2 187,195 Servicio Nacional de Geología y Minería Environment uE May 3, 2022 1 190,164 [Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement cLp March 15, 2022 1 22,412 [Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement UF March 15, 2022 1 1,225 Consorcio Aeropuerto Calama Parking lot uE March 31, 2022 1 3 [Total general 1,702,901 2,258,096
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As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. Below are given the amounts received as collateral, grouped according to the Operating Divisions that have received these amounts:
Guarantees received from third parties o 06-30-2021 12-31-2020 Division ThUS$ ThUS$
Andina 135 135 Chuquicamata 7 82 Parent 792,971 713,404 Salvador El Teniente 427 427 Ventanas 2 50
Total 793,542 714,098
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31. Balances y foreign currency
a) Assets by Currency
06-30-2021 Assets national and foreign currency US Dollars Euros Other currencies Non-indexed Ch$ U.F. TOTAL Current assets Cash and cash equivalents 2.156.951 6.166 7.177 157.884 990 2.329.168 Other financial assets, current 640.481 – 61 36 640.578 Other non-financial assets, current 14.371 409 224 5.292 1 20.297 Trade and other payables, current 2.663.848 97.469 287 642.113 1 3.403.718 Accounts receivable from related entities, current 224.960 – 1 – 224.961 Inventories, current 1.943.120 – – 1.943.120 Current tax assets 5.491 – 877 – 6.368 Total current assets 7.649.222 104.044 7.688 806.228 1.028 8.568.210 Non-current assets Investments accounted for using equity method 3.443.912 – – 3.443.912 Property, plant and equipment 29.585.227 – 197 28.071 1.658 29.615.153 Deferred tax assets 36.162 – 4.787 – 40.949 Other assets 770.736 – 56.461 319.267 81.293 1.227.757 Total non-current assets 33.836.037 – 56.658 352.125 82.951 34.327.771 Total assets 41.485.259 104.044 64.346 1.158.353 83.979 42.895.981
12-31-2020 Assets national and foreign currency US Dollars Euros Other currencies Non-indexed Ch$ U.F. TOTAL Current assets Cash and cash equivalents 1.908.543 – 52.168 5.079 138.898 2.805 2.107.493 Other financial assets, current 283.806 – 22 62 283.890 Other non-financial assets, current 29.997 421 177 2.030 9 32.634 Trade and other payables, current 2.542.742 157.668 321 548.586 – 3.249.317 Accounts receivable from related entities, current 98.396 – 1 – 98.397 Inventories, current 1.912.067 – – 1.912.067 Current tax assets 71.849 965 1.510 – 74,324 Total current assets 6.847.400 211.222 5.577 691.047 2.876 7.758.122 Non-current assets Investments accounted for using equity method 3.418.958 – – 3.418.958 Property, plant and equipment 29.010.721 – 72 540.754 358 29.551.905 Deferred tax assets 41.215 – 9 4.684 – 45.908 Other assets 894.980 – 57.269 356.571 126.673 1.435.493 Total non-current assets 33.365.874 – 57.350 902.009 127.031 34.452.264 Total assets 40.213.274 211.222 62.927 1.593.056 129.907 42.210.386
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b) Liability by type of currency:
06-30-2021 National and foreign currency liabilities US Dollars Euros Other currencies DIAS xed v.F. TOTAL Current liabilities Other financial liabilities, current 515.901 20 12 (21)| 515.912 Lease liabilities, current 33.350 715 82.159 14.366 130.590 Trade and other payables, current 1.369.106 6.173 261 379.000 260 | 1.754.800 Accounts payable to related entities, current 206.997 390 207.387 Other short:term provisions 564,144 43 9.255 573,442 Current tax liabilities 442.314 746 1.756 34 444,850 Provisions for employee benefits, current 2.247 – 301.318 306 303.871 Other non-financial liabilities, current 26.851 75 1.979 58 28.963 Total current liabilities 3.160.910 6.193 1.852 775.857 15.003 | 3.959.815 Non-current liabilities Other financial liabilities, non-current 16.462.329 – (5.245) (1.724) 3 753.695 | 17.209.058 Lease liabilities, non-current 84.308 2.273 140.978 47.071 274.630 Non-current payables – 449 449 Other long-term provisions 960.045 59.320 1.012.908 | 2.032.273 Deferred tax liabilities 6.299.044 152.065 6.451.109 Employee benefit provision, non-current 12.106 528 1.141.219 1.153.853 Total non-financial liabilities, non-current 2.220 271 2.491 Total non-current liabilities 23.820.052 (5.245) 1.526 1.493.856 1.813.674 | 27.123.863 Total liabilities 26.980.962 948 3.378 2.269.713 1.828.677 31.083.678 ]
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Corporación Nacional del Cobre de Chile
12-31-2020 National and foreign currency liabilities US Dollars Euros Other currencies DIAS med v.F. TOTAL Current liabilities Other financial liabilities, current 529.998 (28) 7 (31)| 529.946 Lease liabilities, current 36.063 865 95.091 13.385 145.404 Trade and other payables, current 1.068.185 4.268 282 425.482 68 | 1.498.285 Accounts payable to related entities, current 197.304 1.620 198.924 Other short:term provisions 552.536 937 8.554 562.027 Current tax liabilities 1.587 5.024 243 1.540 51 8.445 Provisions for employee benefits, current 2.201 320 457.981 276 460.778 Other non-financial liabilities, current 32.836 145 3.059 58 36.098 Total current liabilities 2.420.710 10.201 1.862 993.327 13.807 | 3.439.907 Non-current liabilities Other financial liabilities, non-current 16.931.003 – (6.016) 53.257 756.956 | 17.735.200 Lease liabilities, non-current 124.274 2.481 162.685 50.164 339.604 Non-current payables – 460 460 Other long-term provisions 1.212.543 – 79.586 1.002.378 | 2.294.507 Deferred tax liabilities 5.521.956 5.839 5.527.795 Employee benefit provision, non-current 13.010 592 1.230.338 1.243.940 Total non-financial liabilities, non-current 2.203 279 2.482 Total non-current liabilities 23.804.989 (6.016) 56.790 1.478.727 1.809.498 | 27.143.988 Total liabilities 26.225.699 4.185 58.652 2.472.054 1.823.305 | 30.583.895 |]
F-116
Corporación Nacional del Cobre de Chile
32.
33.
Sanctions
As of June 30, 2021 and 2020, neither Codelco Chile nor its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
Environmental Expenditures
Each of Codelco’s operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry Out programs to reduce, control or eliminate relevant environmental impacts. Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2010, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which ¡is the Corporate Sustainable Development Policy (2016).
The environmental management systems of the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of June 30, 2021, Codelco is implementing a strategic change process in all divisions to manage the aspects and risks associated with environmental matters, under a corporate management system issued by Head Office, seeking to obtain the ISO 14001: 2015 certification.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the periods from January 1 to June 30, 2021 and 2020, respectively, and the projected future expenses are stated below.
F-117
Corporación Nacional del Cobre de Chile
Future committed
Disbursements 06-30-2021 06-30-2020 disbursements Entity Projectname Project status | – ThUSS Asset Asset | Expenditure Item muss muss | ESimated Expense date Chuquicamata Codelco Chie | ralambre dam capaciy extension, Bt stage Finished | Asset Propeny, plant and equipment 12,196 | 200 Codelco Chie [acid plantansformation 3-4 DCJDA Fiished Asset Propeny, plant and equipment 650 | 200 Codelco Chie |Enablementrefning gas reament system Finished IS Propeny, plant and equipment 9,156 | 200 Codelco Chie [Dyer replacementn’ 5 fuco Fiished IS Propeny, plant and equipment 23 | 200 Codelco Chile. [Constucton Relle Res Dom-Asim Montec Fiished NS Propeny, plant and equipment 3:30 | 200 Codelco Chile. [Constucton 8 Seg Montecristo Fiished IS Propeny, plant and equipment 280 | 200 Codelco Chile [acid planas In progress 1,365 | Expendiure Operating expenses 9,359 20 Codelco Che | Solid waste In progress. 200 | Expendiure Operating expenses 905 2210] 2021 Codelco Chie. | alings In progress 26559 | Expendiure Operating expenses 10,635 | 202 Codelco Chie [water treamment plant In progress 11,427 | Expendiure Operating expenses 13,449 20 Codelco Chie [Environmental monitoring In progress. 844 | Expendiure Operating expenses 12 1967 | 2021 Codelco Chile. [Normalzaton drainage system dell hole In progress. 2] asa Properi, plant and equipment 8 2675] 2023 Codelco Chile. [Normalzaton handling feecing powder ransport In progress. 5222] Asset Properiy, plant and equipment 1257 6171] 2021 Codelco Chile. [Constuctontickened talings Talabre In progress. 6247] Asset Propery, plant and equipment 2,272 11084 | – 2022 Fotal Chuquicamata Division 58,650 65290 24,07 Salvador Codelco Chie [Improved integration oftre gas process In progress. 1661 | Asset Propery, plant and equipment 8457 15421 | 2022 Codelco Chie. | alings In progress 2,115 | Expendiure Operating expenses 2267 | 20 Codelco Chile [acid planas In progress 27,885 | Expendiure Operating expenses 33381 | 20m Codelco Che | Solid waste In progress slo | Expendiure Operating expenses 127 | 202 Codelco Chie [Water seament plant In progress 360 | Expendiure Operating expenses 280 | 202 Codelco Chle [Bell replacement In progress. 26 | Asset Propery, plantand equipment 7 1875| 2021 Codelco Chile. [DRPA Emergency In progress 1812] Asset Propery, plant and equipment 1.015 10961 | – 202 Codelco Chile. [Complance DS 43 storage dangerous substances In progress 661] Asset Propeny, plant and equipment 161 73 | 20 Fotal Salvador 35,579 46,360 28,330 Andina Codelco Chile. [Constucton canal outine DL east In progress 1751 | Asset Propeny, plant and equipment 2588 20 Codelco Chile. |Constucton sit emergency plan Fiished IS Propeny, plant and equipment 987 | 200 Codelco Chie Expansion dam Fiished NS Propeny, plant and equipment 22619 | 200 Codelco Chie [Constucton Sructure and instuments Fiished NS Propeny, plant and equipment 487 | 200 Codelco Chile. |[Constucton of pis containment of spils Finished IS Propeny, plant and equipment 220 | 200 Codelco Chie [Valve and works rating In progress 856) Asset Propeny, plant and equipment 00 20 Codelco Chie | Solid waste In progress 1.105 | Expendiure Operating expenses 1.191 20 Codelco Chie [Water eamment plant In progress 2.465 | Expendiure Operating expenses 1,818 20 Codelco Chie. | aiings In progress 44248 | Expendiure Operating expenses 26,199 20 Codelco Chie [acia dranage In progress 17,415 | Expendiure Operating expenses 16,068 | 20 Codelco Chie |Envitonmental monitoring In progress 474 | Expendiure Operating expenses 400 | 20 Codelco Chie |Sustainabity and external maters management In progress 1.156 | Expendfure Operating expenses 840 20 Codelco Chie |DLN conditioning works In progress 3651 | Asset Propeny, plant and equipment 36% 20 Codelco Chile. [Constucton works migton water shorage Fiished NS Propeny, plant and equipment 5445 | 200 Codelco Chile. Excavaton operaton improvement In progress 181| Asset Propery, plant and equipment 56 2758 | 2021 Codelco Chie [Water dispatoh tunel modícaton In progress. 1989] Asset Propery, plant and equipment 42 2235 | 2021 Codelco Chie |Implementaton of te catchment system for rats tove In progress. 241| Asset Propery, plant and equipment ‘ 10,508 | – 2022 Codelco Chile. [Dam Ovejeria: longitudinal drainage siage 8 In progress. 10,708 | – Asset Propery, plant and equipment ‘ 2002 | 2021 Codelco Chile. [Nori extended ballast deposit In progress. 20,540 | – Asset Propery, plant and equipment | zara | 2024 Fotal Andina Divi 107,220 sas] 250603 Subtotal 201449 2057503 | 312040
F-118
Corporación Nacional del Cobre de Chile
Disbursements 06-30-2021 06-30-2020 Future commited disbursements Assel Estimated Entity Project name Projectstatus | ThUSS Asset] Expenditure Item us$ muss Expense date El Teniente Codelco Chile [Construction of 7th phase Carén dam In progress 19,699 | – Asset Property, plant and equipment 19,166 228,962 | 2023 Codelco Chile. [Construction of slag treatment plant In progress 1782 | – Asset Property, plant and equipment 22,881 – a Codelco Chile |Smeting emissions network Finished | Asset Property, plant and equipment 2 – 200 Codelco Chile – [Construction of slag treatment plant Finished | Asset Property, plant and equipment 207 – 200 Codelco Chile – |Acid plants In progress 35,686 | Expendiure Operating expenses. 28,919 – a Codelco Chile – [Solid waste In progress 1518 | Expendiure Operating expenses 1,374 – a Codelco Chile – [Water treatment plant In progress 7,671 | Expendiure Operating expenses. 6,725 – a Codelco Chile – [Talings In progress 29,797 | Expendiure Operating expenses 32,192 – a Codelco Chile – [Vel constucion and hy drogeclogy modicaton In progress 1069| – Asset Propery, plant and equipment 75 3132 | 202 Colhue-Cauquenes Cati Chie – nvementol he container washing system for Finished | Asset Propery, plant and equipment 2 – 200 fiter plans Total El Teniente Division 97,222 111,570 232,094 ¡Gabriela Mistral Codelco Chile [Environmental monitoring Finished 9| Expendiure Operating expenses 35 – a Codelco Chile – [Solid waste In progress 1,383 | Expendiure Operating expenses 813 – a Codelco Chile [Environmental consultancy In progress 26| Expendiure Operating expenses 2 – a Codelco Chile. [Garbage dump extension phase VII In progress 425| Asset Propery, plant and equipment – 34,143 | 2022 Total Gabriela Mistral Di 1,843 860 34,143 Ventanas Codelco Chile – |Acid plants In progress 12,777 | Expendiure Operating expenses 12,295 – a Codelco Chile – [Solid waste In progress 1,102 | Expendiure Operating expenses 759 – a Codelco Chile [Environmental monitoring In progress 706 | Expenditre Operating expenses. s72 – a Codelco Chile – [Water reatment plant In progress 2,864 | Expendiure Operating expenses 2,815 – a Codelco Chile [Main chimney implementation Finished | Asset Property, plant and equipment 250 – 200 Codelco Chile [Implementation of abatement water system Finished | Asset Properyy, plant and equipment n – 200 Codelco Chile [Stockpie improvement Finished | Asset Propery, plant and equipment 86 – 200 Codelco Chile [mprovement closure facies and crusher beis Finished | Asset Propery, plant and equipment 130 – 200 Codelco Chile [Stabiized road operations Finished | Asset Propery, plant and equipment 76 – 200 Codelco Chie.- [Improves gas abatement capture In progress 265| Asset Property, plant and equipment – 504 | 2021 Codelco Chile. [Critical Var monitoring implementaton In progress 451 | Asset Property, plant and equipment – 106 | 2021 Codelco Chie.- [Normalizaton handiing dangerous substances In progress 540 | Asset Property, plant and equipment – 6203 | 2022 “Total Ventanas Division 18,705 17,060 6,943 Radomiro Tomic Codelco Chile – [Solid waste In progress 421 | Expendiure Operating expenses. 813 – a Codelco Chile [Environmental monitoring In progress 48 | Expendiure Operating expenses 35 – a Codelco Chile – [Water reament plant In progress 361 | Expenditre Operating expenses. – – a Codelco Chile [Preliminary works water supply In progress 2429| – Asset Propery, plant and equipment – 2391 | 2021 “Total Radomiro Tomic Division 3,259 848 2,391 ro Hales Codelco Chile – [Solid waste In progress 1,223 | Expendiure Operating expenses. 922 – a Codelco Chile – [Water treatment plant In progress 99 | Expendiure Operating expenses 86 – a Codelco Chile [Pitdrainage wells mine Finished | Asset Property, plant and equipment 1 – 200 Codelco Chile [Implementaton of pit aquifer monitoring In progress 399 | Asset Propery, plant and equipment 130 – a Codelco Chile |Slice bam extension and dome control room In progress 66] Asset Propery, plant and equipment 6 6318| 2022 Total Ministro Hales Division 1,787 1,265 6,318 Ecometales Limited Ecometales Limited [Smeting powers leaching plant In progress 450 | Expendiure Operating expenses 186 25| 2021 Ecometales Limited [Smeting powers leaching plant In progress 3| Expendiure Operating expenses. 4 86| 2021 ¡Subsidiary Ecometales Limited 453 190 321 Subtotal 123,269 BL 73 282,210 Total 324,718 337,396 594,250
F-119
Corporación Nacional del Cobre de Chile
34. Subsequent Events
Management of the Corporation is not aware of other significant events of a financial nature or of any other nature that could affect these financial statements, occurring between July 1, 2021 and the date of issue of these consolidated financial statements as of July 29, 2021.
Octavio Araneda Osés Alejandro Rivera Stambuk
Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-120 _ Deloitte. Delorite Auditores y Consultores Limitada
Rosario Norte 407
Rut: 80.276.200-3
Las Condes, Santiago Chile
Fono: (56) 227 297 000 Fax: (56) 223 749 177 deloittechileOdeloitte.com
INDEPENDENT AUDITORS REPORT wunw.deloitte.cl
To the Chairman and Board of Directors of Corporación Nacional del Cobre de Chile
We have audited the accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile and its subsidiaries (the Company), which comprise the consolidated statements of financial position as of December 31, 2020 and 2019 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and the related notes to the consolidated financial statements.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the statutory financial statements of the associates Anglo American Sur
S.A. and Sociedad Contractual Minera El Abra, whose investments represent, as of December 31, 2020, an asset of ThRUS$1,207,110 and a share in profit of ThUS$33,517. The financial statements were audited by other auditors, whose reports have been provided to us, and our opinion as to the amounts included in the consolidation is bases solely on the reports of those other auditors. We performed our audits in accordance with auditing standards generally accepted in Chile. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of the entity’s consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes assessing the appropriateness of the accounting policies used and the reasonableness of the significant estimates made by the Company’s Management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Deloitte? se refiere a Deloitte Touche Tohmatsu Limited una compañía privada limitada por garantía, de Reino Unido, y a su red de firmas miembro, cada una de las cuales es una entidad legal separada e independiente. Por favor, vea en www.deloitte.comcacercade la descripción detallada de la estructura legal de Deloitte Touche Tohmatsu Limited y sus firmas miembro.
Deloitte Touche Tohmatsu Limited es una compañía privada limitada por garantía constituida en Inglaterra 8: Gales bajo el número 07271800, y su domicilio registrado: Hill House, 1 Little New Street, London, EC4A 3TR, Reino Unido. E-121
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Corporación Nacional del Cobre de Chile and its subsidiaries as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
Other matter – Translation into English
The accompanying consolidated financial statements have been translated into English solely for the convenience of English language readers.
Dala Vo
February 25, 2021 Santiago, Chile
F-122
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 12312020 12312019 No Assets Current Assets Cash and cash equivalents 1 2,107,493 1,303,105 Other current financial assets 11 283,890 172,951 Other current non-financial assets 32,634 20,969 Trade and other currentreceivables 2 3,249,317 2,588,268 Accounts receivable from related parties, current 3 98,397 20,874 Inventories 4 1,912,067 1,921,135 Current tax assets 6 74,324 22,719 [Total current assets 7,758,122 6,050,021 Non-current assets Other non-current financial assets 11 133,751 91,800 Other non-current non-financial assets 2,517 4,561 Non-currentreceivables 2 93,986 98,544 Accounts receivable from related parties, non-current 3 224 15,594 Non-current inventories 4 585,105 585,681 Investments accounted for using equity method 9 3,418,958 3,483,523 Intangible assets other than goodwill 45,895 47,837 Property, plant and equipment 7 29,551,905 29,268,012 Investment property 981 981 Rightofuse assets 8 461,040 432,152 Non-current tax assets 6 111,994 222,169 Deferred tax assets 5 45,908 43,736 Total non-current assets 34,452,264 34,294,590 Total Assets 42,210,386 40,344,611
The accompanying notes are an integral part of these consolidated financial statements.
F-123
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 12312020 12312019 No Liabilities and Equity Liabilities Current liabilities
Other current financial liabilites 12 529,946 1,250,590 Current lease liabilites 8 145,404 127,761 Trade and other current payables 15 1,498,285 1,420,915 Accounts payable to related parties, current 3 198,924 137,234 Other current provisions 16 562,027 502,172 Currenttax liabiliies 6 8,445 13,857 Current provisions for employee benefits 17 460,778 435,565 Other current non-financial liabiliies 36,098 34,863 [Total current liabilities 3,439,907 3,922,957 | Non-current liabilities
Other non-current financial liabilites 12 17,735,200 16,233,113 Non-current lease liabiliies 8 339,604 305,110 Non-current payables 460 8,346 Other non-current provisions 16 2,294,507 2,090,487 Deferred tax liabilites 5 5,527,795 4,860,881 Non-current provisions for employee benefits 17 1,243,940 1,283,357 Other non-current non-financial liabiliies 2,482 5,693 Total non-current liabilities 27,143,988 24,786,987 Total liabilities 30,583,895 28,709,944 Equity
Issued capital 5,619,423 5,619,423 Accumulated deficit (194,696) (196,260) Other reserves 18.b 5,276,822 5,291,747 [Equity attributable to owners of the parent 10,701,549 10,714,910 | Non-controlling interests 18.b 924,942 919,757 Total equity 11,626,491 11,634,667 [Total liabilities and equity 42,210,386 40,344,611 |
The accompanying notes are an integral part of these consolidated financial statements.
F-124
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) – BY FUNCTION For the years ended December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 112020 112019 NY 12312020 12312019
Revenue 19 14,173,168 12,524,931 Costof sales (10,565,179) (10,051,441) [Gross profit 3,607,989 2,473,490 Other Income, by function 22a 97,321 360,690 Distribution costs (9,463) (17,069) Administrative expenses (397,045) (409,234) Other expenses 22.b (1,456,821) (1,747,838) Other gains 30,425 22,672 [Income from operating activities 1,872,406 682,711 Finance income 40,213 36,871 Finance costs 23 (742,464) (479,307) Provision established (reversed), net, in accordance with IFRS 9 (206) 378 Share of profit of associates and joint ventures accounted for using 9 39,436 13,203 equity method
Foreign exchange difference 25 (165,501) 153,917 [Income for the years before tax 1,043,884 407,773 Income tax expense 5 (787,003) (393,245) [Net income for the years 256,881 14,528 Netincome attributable to owners of parent 242,993 6,637 Netincome attributable to non-controlling interests 18.b 13,888 7,891 [Net income for the years 256,881 14,528
The accompanying notes are an integral part of these consolidated financial statements.
F-125
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) CONTINUED For the years ended December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 112020 112019 NY 12312020 12312019 [Net income for the years 256,881 14,528 Components of other comprehensive income that will not be reclassified to profit or loss, before tax:
Gains (loss) on remeasurement of defined benefit plans, before tax 17 359 (100,957) Share of other comprehensive (loss) income of associates and joint ventures accounted for using the equity method that will not be (4,043) 2,363 reclassified to profit or loss before tax
Other comprehensive loss that will not be reclassified to profit (3,684) (98,594) or loss before tax
Components of other comprehensive income that will be reclassified to profit or loss, before tax:
Gains on exchange difference on translation, before tax 3,733 191 Losses on cash flow hedges, before tax (47,194) (80,111) Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method thatwill be reclassifed to – (3,275) profitor loss, before tax
Other comprehensive loss that will be reclassified to profit or (43,461) (83,195) loss before tax
Other comprehensive loss, before tax (47,145) (181,789) Income tax effect on components of other comprehensive income that will be reclassified profit or loss
Income tax effect relating to benefit plans in other comprehensive income 5 (145) 69,667 Income tax effect on components of other comprehensive income that will be reclassified to profit or loss
Income tax effect on cash flow hedges in other comprehensive income 5 30,676 52,072 Total other comprehensive loss (16,614) (60,050) Total Comprehensive income (loss) 240,267 (45,522) Comprehensive income (loss) attributable to:
Comprehensive income (loss) attributable to owners ofthe parent 227,516 (53,413) Comprehensive income attributable to non-controlling interests 18.b 12,751 7,891 [Total comprehensive income (loss) 240,267 (45,522)
The accompanying notes are an integral part of these consolidated financial statements.
F-126
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS – DIRECT METHOD For the years ended December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 112020 112019 N? 12312020 12312019 Cash flows provided by (used in) operating activities: Receipts from sales ofgoods and rendering of services 13,642,629 12,553,666 Other cash payments for operating activities 26 1,860,971 1,827,264 Payments to suppliers for goods and services (7,866,515) (7,917,563) Payments to and on behalf of employees (1,475,278) (1,800,223) Other cash payments for operating activities 26 (2,377,017) (2,237,355) Dividends received 22,715 87,434 Income taxes paid (28,817) (81,762) [Cash flows provided by operating activities 3,778,688 2,431,461 | Cash flows provided by (used in) investing activities: Other payments to acquire equity or debt instuments of other entities (176) (240) Proceeds for the sale of interests in joint ventures and associates 9 – 193,480 Purchase of property, plantand equipment (2,383,003) (4,102,073) Interestreceived 37,095 33,874 Other cash (outflows) (81,644) (5,078) [Cash flows (used in) investing actvites (2,427,728) (3,880,037) Cash flows provided by (used in) financing activities: Proceeds from borrowings and bonds long term 3,996,000 3,918,199 Proceeds from borrowings short term – 465,000 Total proceeds from borrowings and bonds 3,996,000 4,383,199 Repaymentof borrowings and bonds (3,248,184) (2,234,446) Payments of lease liabiliies (132,263) (148,181) Dividends paid (239,076) – Interest paid (753,099) (656,705) Other cash (outflows) inflows (161,273) 197,555 Cash flows (used in) provided by financing activities (537,895) 1,541,422 Increase in cash and cash equivalents before effects ofexchange difference 813,065 92,846 Effect of exchange rate changes on cash and cash equivalents (8,677) (18,866) Increase in cash and cash equivalents 804,388 73,980 Cash and cash equivalents at beginning of year 1 1,303,105 1,229,125 Cash and cash equivalents atend ofyear 1 2,107,493 1,303,105
The accompanying notes are an integral part of these consolidated financial statements.
F-127
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Reserve of Reserve on remeasurement of! aher Total other Equity Non-controlling 31; exchange Reserve of cash defined benefit miscell reserves altributable to interests Issued capital difíerences on fow hedges plans Accumulated omners ofthe reserves Total Equity translaion defit parent Note 17 Note 18 Note 18 Initial balance as of 112020 5,619,423 (6,672) 19,506 (305,770) 5,584,683 5,291,747 (196,260)| 10,714,910 919,757 11,634,667 Changes in equity: Netincome 242,998 242,993 13,888 256,881 Olher comprehensive incorve (loss) 3,733, (16,518)| 214 (2,906)| (15,477) (15,477) (1,137) (16,614) Comprehensive income 227,516 12,751 240,267 Dividends. (239,076) (239,076) (239,076)| Increase (decrease) through transfers and other changes – – – – 552 552 (2,353) (1,801) (7,566) (9,367) Total changes in equity – 3,733 (16,518)| 214 (2,354)| (14,925) 1,564 (13,361) 5,185 (8,176) Final balance as of 12312020 5,619,423 (2,939) 2,988 (305,556) 5,582,329 5,276,822 (194,696)| 10,701,549 924,942 11,626,491
Nor-controlling interests
Initial balance as of 112019 in
Other
Dividends contribuions.
Decrease transfers and other Total in
Final balance as of 12312019
The accompanying notes are an integral part of these consolidated financial statements.
F-128
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
1.
GENERAL INFORMATION Corporate Information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation, is, in Management’s opinion, the largest copper producer in the world. Codelco’s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by-products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades its products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
The Corporation is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF) and ¡is subject to its supervision. According to Article No. 10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companies, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelco’s head office is located in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-2)
26903000.
Codelco was incorporated through D.L. No. 1350 of 1976, which ¡is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco is a government-owned mining, industrial and commercial company, which is a separate legal entity with its own equity. Codelco Chile currently carries out its mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco is governed by its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations.
Codelco’s financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget and a Debt Amortization Budget.
The tax system applicable to Codelco’s taxable income is in accordance with Article 26 of D. L. No.1350 which refers to Decree Law No. 824 on Income Tax of 1974 and Decree Law No. 2398 (Article 2) of 1978,
F-129
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
2.
as applicable. The Corporation’s taxable income is also subject to a Specific Mining Tax in accordance with Law No. 20026 of 2005.
According to Law No. 13196, the return on foreign currency of the Corporation’s foreign sales (real income), of its copper production, including its by-products, is taxed at 10% and method of payment and the duration of this obligation for Codelco, which are detailed in Note 111.22 letter c) of this report.
The subsidiaries whose financial statements are included in these consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note 11.2.d.
The associates located in Chile and abroad, are detailed in the Explanatory Notes Section II! of Note 9.
Basis of Presentation of the Consolidated Financial Statements
The Corporation’s consolidated statements of financial position as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and of cash flows for the years ended December 31, 2020 and 2019, have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (lASB.
These consolidated financial statements include all information and disclosures required in annual financial statements.
These consolidated financial statements have been prepared from accounting records maintained by the Corporation.
The consolidated financial statements of the Corporation are presented in thousands of United States dollar (*U.S. dollar).
Responsibility for the Information and Use of Estimates
The Board of Directors of the Corporation has been informed of the information included in these consolidated financial statements and expressly declared its responsibility for the consistent and reliable nature of the information included in such financial statements as of and for the year ended December 31, 2020, which financial statements fully comply with IFRS as issued by the lASB. These consolidated financial statements as of December 31, 2020 and for the year then ended were approved by the Board of Directors at a meeting held on February 25, 2021.
Accounting Principles
These consolidated financial statements reflect the financial position of Codelco and its subsidiaries as of December 31, 2020 and 2019, and the results of their operations, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and their related notes, all prepared in accordance with IAS 1, “Presentation of Financial Statements, in consideration of the presentation instructions of the Commission for the Financial Markets, where not in conflict with IFRS.
F-130
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
For the convenience of the English readers, these consolidated financial statements and their accompanying notes have been translated from Spanish into English.
SIGNIFICANT ACCOUNTING POLICIES Significant Judgments and Key Estimates
In preparing these consolidated financial statements, the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required.
Such preparation also requires the Corporation’s Management to exercise ¡ts judgment in the process of applying the Corporation’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are as follows:
a) Useful economic lives and residual values of property, plant and equipment – The useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by internal specialists. The technical studies consider specific factors related to the use of assets.
When there are indicators that could lead to changes in the estimates of the useful lives of such assets, these changes are made by using technical estimates to determine the impact of any change.
b) Ore reserves – The measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable, and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
The Corporation applies judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans’ accounting and the accounting for financial derivative instruments.
The Corporation estimates its reserves and mineral resources based on the information certified by the Competent Persons internal and external of the Corporation, who are defined and regulated according to Law No. 20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the aforementioned law.
Notwithstanding the foregoing, the Corporation periodically reviews its estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
F-131
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
c)
Impairment of non-financial assets – The Corporation reviews the carrying amount of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indicator exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss. In testing impairment, the assets are grouped into cash generating units (“CGUS) to which the assets belong, when individual asset testing is unable to be performed. . The recoverable amount of these CGUs is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets is lower than their carrying amount, an impairment loss is recognized.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may impact the carrying amounts of the corresponding assets,
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods. Any changes to these criteria may impact the estimated recoverable amount of the assets.
The Corporation has assessed and defined that the CGUs are determined at the level of each of its current operating divisions (see Segment footnote).
Impairment testing also is performed at subsidiaries and associates.
d) Provisions for decommissioning and site restoration costs – The Corporation is obliged to incur decommissioning and site restoration costs when such site restoration or decommissioning is required due to a legal or constructive obligation. Costs are estimated on the basis of a formal closure plan and are reassessed annually or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant and equipment in accordance with lAS 16, and simultaneously a liability in accordance with IAS 37, is recorded.
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services is made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs. Changes to estimated future costs that result from changes in the estimated timing or amount of the outflow of
F-132
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) resources embodying economic benefits required to settle the obligation, or a change in the discount rate are added to, or deducted from, the cost of the related asset in the current period (as well as the associated liability). The amount deducted from the cost of the asset shall not exceed its carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of the asset, Codelco considers whether this is an indicator that the new carrying amount of the asset may not be fully recoverable. If itis considered such an indicator, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with IAS 36.
The decommissioning costs are initially recorded at the moment when a plant or other assets are installed. Such costs are capitalized as part of property, plant and equipment and discounted to their present value. These decommissioning costs are charged to net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense ¡is included in cost of sales, while the unwinding of the discount in the provision is included in finance costs.
e) Provisions for employee benefits – Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method, and are recognized in other comprehensive income or profit or loss (depending on the accounting standards applicable).on an accrual basis..
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
f) Accruals for open invoices – The Corporation uses information on future copper prices, through which it recognizes adjustments to its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated on a monthly basis, See Notes 2 r) Revenue from contracts with customers of Note 2 Significant accounting policies below.
g) Fair value of derivatives and other financial instruments – Management may use its judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the instruments among others.
h) Lawsuits and contingencies – The Corporation assesses the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When it is considered more likely than not that a loss is probable and ¡it may be reliably estimated, a provision is recognized.
F-133
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
1) Application of IFRS 16 includes the following:
– Estimation of the lease term;
– Determine if it is reasonably certain that an extension or termination option will be exercised;
– Determination of the appropriate rate to discount lease payments.
j) Revenue recognition -The Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations.
In addition, estimates are required in order to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation. (The Corporation applies the constraint on variable consideration as defined in IFRS 15, if applicable).
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these consolidated financial statements, it is possible that new developments could lead the Corporation to modify these estimates in the future. Such modifications, if applicable, would be adjusted prospectively, as required by lAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
F-134
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
2.
Significant accounting policies
a)
b)
d)
Period covered – The accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
– Consolidated statements of financial position as of December 31, 2020 and 2019.
– Consolidated statements of comprehensive income for the years ended December 31, 2020 and
2019.
– Consolidated statements of changes in equity for the years ended December 31, 2020 and 2019.
– Consolidated statements of cash flows for the years ended December 31, 2020 and 20109.
Basis of preparation – The consolidated financial statements of the Corporation as of December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019 have been prepared in accordance with the instructions from the Commission for the Financial Market which fully comply with IFRS as issued by the lASB.
The consolidated statement of financial position as of December 31, 2019, and the consolidated statement of income, the consolidated statement of changes in equity and consolidated statement of cash flows for year ended December 31, 2019, which are included for comparative purposes, have been prepared in accordance with IFRS issued by the lASB, on a basis consistent with the criteria used for the same year ended December 31, 2020, except for the adoption of the new IFRS standards and interpretations adopted by the Corporation as of and for the years ended December 31, 2020, which are disclosed in note 11.3.
These consolidated financial statements have been prepared based on the accounting records kept by the Corporation.
Functional Currency – The functional currency of Codelco is the U.S. dollar, which is the currency of the primary economic environment in which the Corporation operates and the currency in which it receives ¡ts revenues.
The functional currency of subsidiaries, associates and joint ventures, is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For those subsidiaries and associates that are an extension of the operations of Codelco (entities that are not self-sustaining and whose main transactions are with Codelco); the functional currency is also the U.S. dollar.
The presentation currency of Codelco’s consolidated financial statements is the U.S. dollar.
Basis of consolidation – The consolidated financial statements incorporate the financial statements of the Corporation and its subsidiaries.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases. Specifically, income
F-135
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses and cash flows related to transactions between consolidated companies are fully eliminated on consolidation. Non-controlling interests in equity and in the comprehensive income of the consolidated subsidiaries are presented, respectively, under the line items Total Equity: Non-controlling interests in the consolidated statement of financial position and Net income attributable to non-controlling interests and Comprehensive income attributable to non- controlling interests in the consolidated statement of comprehensive income.
F-136
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The companies included in the consolidation are as follows:
12312020 12312019 Taxpayer 1D Number Company Country Currency % Ownership % Ownership Direct Indirect Total Total Foreign Chile Copper Limited England GBP 100.00 – 100.00 100.00 Foreign Codelco do Brasil Mineracao Brazil BRL 100.00 100.00 100.00 Foreign Codelco Group Inc. Unted Siaesofl yg 100.00 100.00 100.00 America Foreign Codelco International Limited Bermuda US$ 100.00 100.00 100.00 Foreign Codelco Kupferhandel GmbH Germany EUR 100.00 100.00 100.00 Foreign Codelco Metals Inc. Unted Siaesofl yg 100.00] 100.00 100.00 America Foreign Codelco Services Limited England GBP – 100.00 100.00 100.00 Foreign Codelco Shanghai Company Limited China RMB 100.00 – 100.00 100.00 Foreign Codelco USA Inc. United Ses of yg 100.00| 100.00 100.00 America Foreign Codelco Canada Canada US$ 0.97 99.03 100.00 100.00 Foreign Ecometales Limited Channel US$ 100.00| 100.00 100.00 Islands Foreign Exploraciones Mineras Andinas Ecuador EMSAEC S.A. Ecuador US$ 100.00 100.00 100.00 Foreign Cobrex Prospeccao Mineral Brazil BRL 51.00 51.00 51.00
78.860.780-6 Compañía Contractual Minera los Andes Chile US$ 99.97 0.03 100.00 100.00
81.767.200-0 Asociación Garantizadora de Pensiones Chile CLP 96.69 – 96.69 96.69
88.497.100-4 Clínica San Lorenzo Limitada Chile CLP 99.90 0.10 100.00 100.00
96.817.780-K Ejecutora Proyecto Hospital del Cobre Calama S.A. Chile US$ 99.99 0.01 100.00 100.00
96.819.040-7 Complejo Portuario Mejillones S.A. Chile US$ 99.99 0.01 100.00 100.00
96.991.180-9 Codelco Tec SpA Chile US$ 99.91 0.09 100.00 100.00
99.569.520-0 Exploraciones Mineras Andinas S.A. Chile US$ 99.90 0.10 100.00 100.00
99.573.600-4 Clínica Río Blanco S.A. Chile CLP 99.00 1.00 100.00 100.00
76.064.682-2 Centro de Especialidades Médicas Río Blanco Ltda. Chile CLP 99.00 1.00 100.00 100.00
77.773.260-9 Inversiones Copperfeld SpA Chile US$ 100.00 100.00 100.00
76.043.396-9 Innovaciones en Cobre S.A. Chile US$ 0.05 99.95 100.00 100.00
76.148.338-2 Sociedad de Procesamiento de Molibdeno Ltda. Chile US$ 99.95 0.05 100.00 100.00
76.173.357-5 Inversiones Gacrux SpA. Chile US$ 100.00 . 100.00 100.00
76.231.838-5 Inversiones Mineras Nueva Acrux SpA Chile US$ 67.80 67.80 67.80
76.237.866-3 Inversiones Mineras Los Leones SpA Chile US$ 100.00 . 100.00 100.00
76.173.783-K Inversiones Mineras Becrux SpA Chile US$ 67.80 67.80 67.80
76.124.156-7 Centro de Especialidades Médicas San Lorenzo Ltda. Chile US$ 100.00 100.00 100.00
76.255.061-K Central Eléctrica Luz Minera SpA Chile US$ 100.00 . 100.00 100.00
70.905.700-6 Fusat Chile CLP – . . .
76.334.370-7 Isalud Isapre de Codelco Ltda. Chile CLP 59.26 40.73 99.99 99.99
78.394.040-K Centro de Servicios Médicos Porvenir Lida. Chile CLP – 99.00 99.00 99.00
77.928.390-9 Inmobiliaria e Inversiones Rio Cipreces Ltda. Chile CLP 99.90 99.90 99.90
77.270.020-2 Prestaciones de Servicios de la Salud Intersalud Ltda. Chile CLP – 99.00 99.00 99.00
76.754.301-8 Salar de Maricunga SpA Chile CLP 100.00 100.00 100.00
On July 15, 2019, according to Bermuda Registration Certificate No. 28890, the merger between Codelco Technologies and Codelco International was reported, the latter being the absorbing company of Codelco Technologies, through which transaction it acquired 9.99 % of subsidiary Codelco Brasil Mineracao and 100% of Ecometales Limited.
On December 2, 2019, by public deed, a merger by incorporation was approved for the following subsidiaries, all of them providing health insurance: , Institución de Salud Previsional Chuquicamata Ltda., San Lorenzo Institución de Salud Previsional Ltda., Institución de Salud
Previsional Río Blanco Ltda., and Institución de Salud Previsional Fusat Ltda., being the latter the
F-137
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) absorbing and surviving company. In addition, a modification to the statutes was approved in relation to a change in the company name, capital increase, and ownership of the share capital.
For the purposes of these consolidated financial statements, subsidiaries, associates, acquisitions and disposals are defined as follows:
+ Subsidiaries – A subsidiary is an entity over which the Corporation has control. Control is exercised if, and only if, the following conditions are met: the Corporation has i) power to direct the relevant activities of the subsidiaries unilaterally; ii) exposure or rights to variable returns from these entities; and ¡ii) the ability to use its power to influence the amount of these returns.
The Corporation reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
The consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows of Codelco and its subsidiaries, after eliminating all inter-company balances and transactions.
The value of the participation of non-controlling shareholders in equity, net income and comprehensive income of subsidiaries are presented, respectively, in the headings “Non- controlling interests” of the consolidated statement of financial position; “Net income attributable to non-controlling interests; and Comprehensive income attributable to non-controlling interests in the statements of comprehensive income.
+ Associates – An associate is an entity over which Codelco has significant influence. Significant influence ¡is the power to participate in the financial and operating policy decisions of the associate but is not control or joint control over those policies.
Codelco’s interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelco’s share of the comprehensive income of the associate, less any impairment losses or other changes to the investment in net assets of the associate.
Appropriate adjustments to the Codelco’s share of the associate’s profit or loss after acquisition are made in order to account for depreciation of the depreciable assets and related deferred tax balances based on their fair values at the acquisition date.
+. Acquisitions and Disposals – The results of businesses acquired are incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
F-138
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
If control is lost over a subsidiary, the retained ownership interest in the investment will be recognized at its fair value.
At the acquisition date of an investment in a subsidiary, associate or joint venture, any excess of the cost of the investment (consideration transferred) plus the amount of the non-controlling interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelco’s share of the net fair value of the identifiable assets and acquired liabilities is recognized as goodwill. Any excess of Codelco’s share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
e) Foreign currency transactions and reporting currency conversion- Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Exchange differences on such transactions are recognized in profit or loss in the period in which they arise and are included in line item Foreign exchange differences in the consolidated statement of comprehensive income.
At the end of each reporting period, assets and liabilities denominated in Unidades de Fomento (UF or inflation index-linked units of account) are translated into U.S. dollars at the closing exchange rates at that date (12312020: US$40.89; 12312019: US$37.81). The expenses and revenues in Chilean pesos have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting recording of each operation.
The financial statements of subsidiaries, associates and jointly controlled entities, whose functional currency is other than the presentation currency of Codelco, are translated as follows for purposes of consolidation:
+ Assets and liabilities are translated using the prevailing exchange rate on the closing date of the financial statements.
+ Income and expenses for each statement of comprehensive income are translated at average exchange rates for the period.
+ All resulting exchange differences are recognized in other comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows:
Relation Closing exchange ratios 12312020 | 12312019
US$ CLP 0.00141 0.00134 US$ GBP 1.36036 1.31320 US$ BRL 0.19317 0.24910 US$ EUR 1.22835 1.12133 US$ AUD 0.76781 0.70018 US$ HKD 0.12900 0.12844
F-139
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
f) Offsetting balances and transactions – In general, assets and liabilities, income and expenses, are not offset in the financial statements, unless required or permitted by an IFRS or when offsetting reflects the substance of the transaction as well as when it ¡is the intention of the Corporation to settle a transaction net.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of comprehensive income.
g) Property, plant and equipment and depreciation – Items of property, plant and equipment are initially recognized at cost. Subsequent to initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
Extension, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or an increase in the useful life of the assets are capitalized as increasing the cost of the corresponding assets.
The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. All other assets included in property, plant and equipment are depreciated using the straight-line method.
The assets included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
Category Useful Life Land Not depreciated Land on mine site Units of production Buildings Straight-line over 20-50 years Buildings in underground mine levels Units of production level Vehicles Straight-line over 3-7 years Plant and equipment Units of production Smelters Units of production Refineries Units of production Mining rights Units of production Support equipment Units of production Intangibles – Software Straight-line over 8 years Open pit and underground mine development Units of production
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates is recognized prospectively.
F-140
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long-term plans updated as of that date.
This review may be made at any time if the conditions of ore reserves change significantly as a result of new known information, confirmed and officially released by the Corporation.
Gains or losses on the sale of disposal of an asset are calculated as the difference between the net disposal proceeds received and the carrying amount of the asset, and are included in profit or loss when the asset is derecognized.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period of time before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at US$1.
Notwithstanding the above, those reserves and resources acquired as part of acquisition of entities accounted for as business combinations, are recognized at their fair value.
h) Intangible assets – The Corporation initially recognizes these assets at acquisition cost. Subsequent to initial recognition, intangible assets are amortized in a systematic way over their economic useful life, except for those assets with indefinite useful life, which are not amortized. Indefinitely-lived intangible assets are tested for impairment at least annually, and whenever there is an indication that these assets may be impaired. Definitely-lived intangible assets are tested for impairment when an indicator of impairment has been identified. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impairment losses.
The main intangible assets are described as follows:
Research and Technological Development and Innovation Expenditures: The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives.
Development expenses for technology and innovation projects are recognized as intangible assets at cost, if and only if, all of the following have been demonstrated: e The technical feasibility of completing the intangible asset so that it will available for use or sale; e The intention to complete the intangible asset is to use or sell it; e The ability to use or sell the intangible asset;
F-141
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) e That the intangible asset will generate probable future economic benefits; e The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and e The ability to measure reliably the expenditure attributable to the intangible asset during its development.
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
1) Impairment of property, plant and equipment and intangible assets – The carrying amounts of property, plant and equipment and intangible assets with finite useful lives are reviewed to determine whether there is an indication that those assets have suffered an impairment loss. If any such indicator exists, the Corporation estimates the asset’s recoverable amount to determine the extent of the impairment loss which is then recorded.
For intangible assets with indefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
The Corporation has defined each of its divisions as a cash generating unit.
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (‘LOM), based on a model of discounted cash flows, while the assets not included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. Ifan impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of ¡ts recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years.
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under lAS 36 Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies.
When calculating value in use, it is also necessary to base the calculations on the spot exchange rate at the date of calculation.
F-142
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
j) Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre-feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PP4.E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
k) Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– Itis probable that the future economic benefits associated with the stripping activity will flow to the entity.
– Itis possible to identify the components of an ore body for which access has been improved as a result of the stripping activity.
– The costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the production units of production extracted from the ore body related to the specific stripping activity which generated this amount.
I) Income taxes and deferred taxes – Codelco and its Chilean subsidiaries recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, as well as, the specific tax on mining referred to in Law 20026 of 2005. lts foreign subsidiaries recognize income taxes according to the tax regulations in each country.
In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, which states that tax payments will be made on March, June, September and December of each year, based on a provisional tax calculation.
Deferred taxes on temporary differences and other events that generate differences between the accounting and tax bases of assets and liabilities are recognized in accordance with IAS 12 Income taxes.
F-143
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Deferred taxes are also recognized for undistributed profits of subsidiaries and associates, originated by withholding tax rates on remittances of dividends paid out by such companies to the Corporation.
m) Inventories – Inventories are measured at cost, when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (¡,e,, marketing, sales and distribution expenses). Costs of inventories are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non-current, according to the normal cycle of operation.
– Materials in warehouse: These inventories are measured at their acquisition cost. The Corporation estimates an allowance for obsolescence considering the turnover rate of slow-moving materials in the warehouse.
– Materials in transit: These inventories are measured at cost incurred at the end of reporting period.
Any difference as a result of an estimate of net realizable value of the inventories lower than it carrying amount is recognized in profit or loss.
n) Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute its net income as presented in the financial statements. The payment obligation is recognized on an accrual basis.
0) Employee benefits – Codelco recognizes a provision for employee benefits when there is a present obligation (legal or constructive) as a result of services rendered by its employees.
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee severance indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the indemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees, which are paid based on a fixed percentage covered by this agreement. This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of December 31, 2020.
The employee severance indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position
F-144
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) represent the present value of the accrued obligations. Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits.
The assumptions include an annual discount rate, expected increases in salaries and tumnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire. Accordingly, these arrangements are accounted for as early retirement benefits and required accruals are established based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
p) Provisions for decommissioning and site restoration costs – The Corporation is obliged to incur decommissioning and site restoration costs when such site restoration or decommissioning is required due to a legal or constructive obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
A provision is recognized for decommissioning and site restoration costs. The amount of the provision is the present value of the expenditures expected to be required to settle the obligation. The provision is initially recognized with a corresponding increase in the carrying amount of the related assets.
The provision for decommissioning and site restoration costs is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the statement of income. The carrying amount of the related asset is depreciated over its useful life.
Changes in the measurement of the decommissioning and site restoration provision that result from changes in the estimated timing or amount of the outflow of resources embodying economic benefits required to settle the obligation, or a change in the discount rate, are added to, or deducted from, the cost of the related assets in the period when changes occurred. The amount deducted from the cost of the related assets cannot exceed it carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of an asset, the Corporation considers whether this is an indication that the new carrying amount of the asset may not be fully recoverable. If such an indicator exists, the Corporation tests the asset for impairment by estimating its recoverable amount, and recognizes an impairment loss, if any.
The effects of the updating of the liability, due to the effect of the discount rate and or passage of time, is recorded as a financial expense.
F-145
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
q) Leases -The Corporation evaluates ¡its contracts at initial application to determine whether they contain a lease. The Corporation recognizes an right of use asset and a corresponding liability for lease with respect to all lease agreements in which Codelco is the lessee, except for short-term leases (defined as a lease with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Corporation recognizes lease payments as an operating cost on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
The incremental rate for loans used by Codelco is determined by estimating the interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option.
Variable payments that do not depend on an index or a rate are excluded.
The lease liability is subsequently measured as follows: the carrying amount increased to reflect the interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) when:
– There is a change in the term of the lease or;
– There is a change in the assessment of an option to purchase the underlying asset or;
– There is a change in an index or rate which generates a change in cash flows.
The right-of-use assets include the amount of the initial measurement of the lease liability, the lease payments made before or until the start date less the lease incentives received and any initial direct costs incurred. The right to use assets are subsequently measured at cost less accumulated depreciation and accumulated losses due to impairment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with lAS 37, Costs are included in the corresponding right of use asset, unless those costs are incurred to produce inventories.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset or the
F-146
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) cost of the right of use asset reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation is made from the start date of the lease.
The Corporation applies IAS 36 to determine if a right of use asset is impaired and recognizes any impairment loss identified, as described in the accounting policy for Property, plant and equipment.
As of the date of consolidated financial statements June 2020, the right-of-use assets and the lease liability are represented in specific items for such concepts within the consolidated statements of financial position, therefore the comparative balances as of December 31, 2019 have been reclassified from the headings “Property, plant and equipment” and “Other financial liabilities” to their respective specific headings.
r) Revenue from Contracts with Customers – Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
Sale of mineral goods and | or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being – subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there is receipt of the product (FOB ship point) instead of the buyer’s corresponding destination, thus recognizing revenue at the time of said transfer. When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales of copper is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing is typically between one and nine months. Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
F-147
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
In terms of hedge accounting established by IFRS 9, the Corporation has opted to continue applying the hedge accounting requirements of lAS 39 instead of the requirements of the new standard. Therefore, there were no generated effects either at the level of account balances or at the level of disclosures.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
– – Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services is recognized when the amounts can be measured reliably and when the services have been provided.
s) Derivative contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of its products and of exchange rates.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the ineffective portion is immediately recognized in profit or loss and included in the Finance cost or Finance income line items. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the effect for the fluctuation in the recognized hedged item.
A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%. Changes in fair value accumulated in other comprehensive income are subsequently reclassified from equity to profit or loss in the same period or periods during which the hedged item affects profit or loss. Upon discontinuation of hedge accounting and depending on the circumstances, the cumulative gain or loss on the hedging instrument remains in equity until the hedged transaction occurs or, if the hedged transaction is not expected to occur, the amount accumulated in other comprehensive income is reclassified to profit or loss.
The total fair value of hedging derivatives ¡is classified as non-current financial asset or liability, if the remaining maturity of the hedged item is greater than 12 months, and as current financial asset or liability, if the remaining maturity of the hedged item is less than 12 months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below:
F-148
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
– – Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate variations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
– – Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
The hedging policies seek to cover expected cash flows from the sale of products by fixing the sale prices for a portion of future production. When the sales agreements are fulfilled and the derivative contracts are settled, the results from sales and derivative transactions are offset in profit or loss in revenue.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there is an embedded derivative, and the host contract is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative ¡is required to be recognized separately.
t) Financial information by segment – The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments. The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente, In addition, the smelting and refining activities are managed at the Ventanas Division.
All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively. Income and expenses of the Head Office are allocated to the defined operating segments.
u)Presentation of Financial Statements – The Corporation presents (i) its statements of financial position classified as “current and non-current, (ii) profit or loss and other comprehensive income in one statement and the classification of expenses within profit or loss by function, and (iii) its statement of cash flows using the direct method.
v) Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of initial recognition. The classification depends on the business model in which the investments are managed and the contractual characteristics of their cash flows.
F-149
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The Corporation’s financial assets are classified into the following categories:
Fair value through profit or loss:
Initial recognition: This category includes those financial assets not qualifying under the categories of Fair Value through Other Comprehensive Income or Amortized Cost. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition is at fair value, recording in the consolidated statement of comprehensive income, in the line Other gains (losses) any changes in fair value.
Amortized cost:
Initial recognition: This category includes those instruments with respect to which the objective of the business model of the Corporation is to hold the financial instrument to collect contractual cash flows and such cash flows consist of solely of payments of principal and interest. This category includes certain Trade and other current receivables, and the personnel loans included in other non- current financial assets.
Subsequent recognition: These instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any impairment allowance.
Interest income ¡is recognized in profit or loss and is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
At fair value through other comprehensive income:
Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPPI) are classified in this category and must be maintained within a business model both to collect the cash flows and to sell the financial assets. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in income. Other net gains and losses are recognized in other comprehensive income.
On derecognition, the gains and losses accumulated in other comprehensive income for debt instruments are reclassified to income. Codelco did not irrevocably choose to designate any equity financial instruments (assets) at fair value with effect on other comprehensive income.
F-150
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
w) Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs.
Subsequent to their initial recognition, the valuation of the financial liabilities will depend on their classification, within which the following categories are distinguished:
– – Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
– – Financial liabilities at amortized cost: This category includes all financial liabilities other than those measured at fair value through profit or loss.
The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
Trade and other current payables are financial liabilities that do not explicitly accrue interest and are recognized at their nominal value, which approximates its fair value.
Financial liabilities are derecognized when the liabilities are paid or expire.
Xx) Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of its trade receivables. For these, it uses the simplified approach as required under IFRS 9. The Corporation considers a trade receivable to be in default at 90 days.
The provision matrix is based on an entity’s historical credit loss experience over the expected life of such trade receivables and is adjusted for forward-looking estimates taking into account the most relevant macroeconomic factors that affect bad debts.
Other accounts receivable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets.
The Corporation writes off accounts receivable when all efforts to collect have been exhausted.
F-151
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
y) Cash and cash equivalents and statement of cash flows prepared using the direct method – The statement of cash flows reflects changes in cash and cash equivalents that took place during the period, determined under the direct method. For the purposes of preparing the statement of cash flows, the Corporation has defined the following:
– Cash flows: inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.
– – Operating activities are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
– Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.
– – Financing activities are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
Bank overdrafts are classified as external resources in current liabilities.
z) Law No. 13196 – Law No. 13196 requires the payment of a 10% special export tax on receivables of the sales proceeds that Codelco receives and transfers to Chile from the export of copper and related by- products produced by Codelco. The Chilean Central Bank deducts 10% of the amounts that Codelco transferred to its Chilean bank account. The amount recognized for this concept is presented in the statement of income within the line item Other expenses. (Note 111.22 letter c)).
aa) Cost of sales – Cost of sales is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
ab) Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that is, as current for those with a maturity equal to or less than twelve months and as non-current for those with a greater maturity. Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non-current liabilities.
ac) Non-current assets or groups of assets for disposition classified as held for sale – The Corporation classifies as non-current assets or groups of assets for disposal, classified as held for sale, properties, plants and equipment, investments in associates and groups subject to expropriation (group of assets that are going to be disposed of together with their directly related liabilities), for which, at the closing date of the financial statements, their sale has been committed to or steps have been initiated and it is estimated that it will be carried out within the twelve months following said date. These assets or groups subject to disposal are valued at book value or the estimated sale value minus the costs necessary for sale, whichever is less, and are no longer amortized from the moment they are classified as non-current assets
F-152
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) held for sale. Non-current assets or groups of assets for disposal classified as held for sale and the components of the groups subject to disposal classified as held for sale are presented in the consolidated statement of financial position on a line for each of the following concepts: “Non-current assets or groups of assets for disposition classified as held for sale” andor Non-current liabilities or groups of liabilities for disposition classified as held for sale.
New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2019, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2020, which are:
a) Definition of a Business (Amendments to IFRS 3)
The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be considered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs.
Additional guidance is provided that helps to determine whether a substantive process has been acquired.
The amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets.
The application of these amendments has not had any material impact on the Corporation’s consolidated financial statements.
b) Definition of Material (Amendments to IAS 1 and IAS 28)
The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRS Standards. The concept of obscuring’ material information with immaterial information has been included as part of the new definition.
The threshold for materiality influencing users has been changed from could influence to could reasonably be expected to influence.
The definition of material in lAS 8 has been replaced by a reference to the definition of material in lAS
1. In addition, the lASB amended other Standards and the Conceptual Framework that contain a definition of material or refer to the term ‘material to ensure consistency.
F-153
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The application of these amendments has not had any material impact on the Corporation’s consolidated financial statements.
c) Revised Conceptual Framework for Financial Reporting
On March 29, 2018, the lASB published its revised Conceptual Framework for Financial Reporting (the Framework). The Conceptual Framework is not a standard and none of the concepts override those in any standard or any requirements in a standard. The main purpose of the Framework is to guide the lASB when it develops International Financial Reporting Standards. The Framework can also be helpful for preparers of financial statements when there are no specific or similar standards that address a particular issue. The new Framework has an introduction, eight chapters and a glossary.
Five of the chapters are new or have been revised substantially.
The new Framework: e Introduces a new asset definition that focuses on rights and a new liability definition that is likely to be broader than the definition it replaces but does not change the distinction between a liability and an equity instrument.
e Removes from the asset and liability definitions references to the expected flow of economic benefits-this lowers the hurdle for identifying the existence of an asset or liability and puts more emphasis on reflecting uncertainty in measurement.
e Discusses historical cost and current value measures and provides some guidance on how the ¡ASB would go about selecting a measurement basis for a particular asset or liability.
e States that the primary measure of financial performance is profit or loss, and that only in exceptional circumstances will the lASB use other comprehensive income and only for income or expenses that arise from a change in the current value of an asset or liability.
e Discusses uncertainty, derecognition, unit of account, the reporting entity and combined financial statements.
In addition, the lASB published a separate document Updating References to the Conceptual Framework which contains consequential amendments to affected Standards so that they refer to the new Framework.
The application of these changes has not had any material impact on the Corporation’s consolidated financial statements.
d) Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
The amendments deal with issues affecting financial reporting in the period before the replacement of an existing interest rate benchmark with an alternative interest rate and address the implications for specific hedge accounting requirements in IFRS 9 Financial Instruments and lAS 39 Financial Instruments: Recognition and Measurement, which require forward-looking analysis. (IAS 39 is amended as well as IFRS 9 because entities have an accounting policy choice when first applying IFRS 9, which allows them to continue to apply the hedge accounting requirements of IAS 39). There
F-154
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) are also amendments to IFRS 7 Financial Instruments: Disclosures regarding additional disclosures around uncertainty arising from the interest rate benchmark reform.
The changes in Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7): (i) modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform; (il) are mandatory for all hedging relationships that are directly affected by the interest rate benchmark reform; (ii) are not intended to provide relief from any other consequences arising from interest rate benchmark reform (if a hedging relationship no longer meets the requirements for hedge accounting for reasons other than those specified by the amendments, discontinuation of hedge accounting ¡is required); and (iv) require specific disclosures about the extent to which the entities’ hedging relationships are affected by the amendments.
The application of these amendments had no material impact on the consolidated financial statements of the Corporation, however it could affect the accounting of future transactions or agreements.
e) COVID 19-related Rent Concessions (amendments to IFRS 16)
The COVID-19 pandemic has led to some lessors providing relief to lessees by deferring or relieving them of amounts that would otherwise be payable. In some cases, this is through negotiation between the parties, but can be as a consequence of a government encouraging or requiring that the relief be provided. Such relief is taking place in many jurisdictions in which entities that apply IFRSs Operate.
When there ¡is a change in lease payments, the accounting consequences will depend on whether that change meets the definition of a lease modification, which IFRS 16 defines as a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term).
It incorporates some clarifications regarding contract modifications in the context of the COVID-19 pandemic.
1. Provides an exemption to lessees, to assess whether the lease concession related to COVID-19 ¡is a modification of the lease;
2. Allows lessees to apply the exemption to account for a lease concession related to COVID-19 as if itwere not a modification to the lease;
3. Requires lessees who apply the exemption to disclose that fact; and
4. Requires lessees to apply said exemption retrospectively under lAS 8, but does not require restatement of figures from previous periods.
The application of these amendments has not had any material impact on the Corporation’s consolidated financial statements.
F-155
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
f) Reclassifications:
The Company has made immaterial reclassifications to its statement of financial position as of
December 31, 2019:
Reclassification in TRUS$ 12312019 Reclassification 12312019
New Presentation Non-current asset Property, Plant and equipment 29,700,164 (432,152) 29,268,012 Right-of use assets – 432,152 432,152 Current liabilities Other current financial liabilites 1,378,351 (127,761) 1,250,590 Current lease liabilities 127,761 127,761 Non-current liabilities Other non-current financial liabilites 16,538,223 (305,110) 16,233,113 Non-current lease liabilities 305,110 305,110
Certain changes to disclosure in certain notes have also been made which have been deemed immaterial by Management.
4. New accounting pronouncements
a) application is not yet mandatory:
The following new standards, amendments and interpretations had been issued by the lASB, but their
New IFRS Date of mandatory application Summary Establishes the principles for the IFRS 17, Insurance Contracts Annual periods beginning on or after | recognition, measurement, January 1, 2023 presentation and disclosure of insurance contracts, – reinsurance contracts and investment contracts with discretional participating features and supersedes IFRS 4 Insurance contracts.
F-156
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Amendments to IFRS
Date of mandatory application
Summary
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
Annual periods beginning on or after January 1, 2023
The amendments aim to promote coherence in applying itsrequirements by helping companies to determine whether, in the statement of financial position, debts and other liabilities with an uncertain settlement date must be classified as current (maturing or potentially maturing in one year or less) or not current.
It is important to note that this amendment must be applied retrospectively and early application is permitted.
Reference to the Conceptual Framework (Amendments to IFRS 3)
Annual periods beginning on or after January 1, 2022.
Reference to Conceptual Framework 2018 instead of 1989. Additionally, for transactions within the scope oflAS 37 or IFRIC 21, an acquirer will apply lAS 37 or IFRIC 1 (instead of Conceptual Framework) to identify liabilities assumed in a business combination.
Finally, a statement is added so that an acquirer does not recognize contingent assets acquired in a business combination.
Property, Plant and Equipment
– Proceeds before Intended Use (Amendments to IAS 16)
Annual periods beginning on or after January 1, 2022.
The income and costs from the sale of items produced while the asset is taken to the location and necessary condition of operation foreseen by the administration, are recognized in results.
Onerous Contracts – Costs of Fulfilling a Contract (Amendments to IAS 37)
Annual periods beginning on or after January 1, 2022.
It is specified that the cost of fulfilling a contract includes “costs that are directly related to the contract”, which are those that either may be incremental costs of fulfilling that contract or an allocation of other costs that are directly related to fulfill the contracts.
F-157
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Reform to the Reference Interest Rate (IBOR) – Phase 2 (amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS
16)
Annual periods beginning on or after January 1, 2021.
It introduces a practical guide to address the modifications proposed in the IBOR reform, indicating, among others, that hedge accounting is not discontinued due to the mere (amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) appearance of the reform in question.
Annual Improvements to IFRS | Annual periods beginning on or after | IFRS 1 First-time Adoption of IFRS: Standards 2018-2020 | January 1, 2022. Allows an affiliate to apply paragraph D16 (a) to measure cumulative translation differences using the amounts reported by its parent, based on the date of transition to IFRS of its parent.
IFRS 9 Financial Instruments: clarifies what fees are included when applying the 10 percent test in paragraph B3.3.6.
IFRS 16 Leases: removes from Illustrative Example 13, the illustration of the reimbursement of improvements to the leased asset made by the lessor.
IAS 41 Agriculture: removes the requirement in paragraph 22 to exclude tax cash flows when measuring the fair value of a biological asset using the present value technique.
The Administration is evaluating the impact of the adoption of these new regulations and modifications.
F-158
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) lll. EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2020 and 2019, is as follows: ltem 12312020 | 12312019 ThUS$ ThUs$
Cash on hand 196 261 Bank balances 440,756 262,336 Time deposits 1,652,271 972,125 Mutual Funds – Money Market 14,270 2,158 Repurchase agreements – 66,225 Total cash and cash equivalents 2,107,493 1,303,105
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9.
2. Trade and other receivables
a)
Accruals for open sales invoices
The Corporation adjusts its revenues and trade receivable balances, based on future copper prices through the recognition of an accrual for open sales invoices.
When future price of copper is lower than the provisional invoicing price, the accrual is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation the accrual is presented as a deduction from the line item trade and other current receivables.
– For those customers that do not have due balances with the Corporation the accrual is presented in the line item trade and other current payables.
When the future copper price is higher than the provisional invoicing price, the accrual is added to the line item trade and other current receivables.
According to the foregoing, as of December 31, 2020, there is a positive provision in the trade debtors and other accounts receivable of ThUS$381,883 for not finalized sales invoices (ThUS$98,045 of positive provision as of December 31, 2019).
F-159
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
b) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding allowances for doubtful accounts:
Current Non-Current Items 12312020 | 12312019 | 12312020 | 12312019 ThUs$ ThUS$ ThUS$ ThUs$ Trade receivables (1) 2,569,861 1,934,245 431 438 Allowance for doubtful accounts (3) (9,353) (7,530) – – Subtotal trade receivables, net 2,560,508 1,926,715 431 438 Other receivables (2) 696,435 668,218 93,555 98,106 Allowance for doubtful accounts (3) (7,626) (6,665) – – Subtotal other receivables, net 688,809 661,553 93,555 98,106 Total 3,249,317 2,588,268 93,986 98,544
(1) Trade receivables correspond to the sales of copper and its by-products, those that in general are sold in cash or through bank transfers.
(2) Other receivables mainly consist of the following items:
* – VAT credit and other refundable taxes of ThUS$167,982 and ThUS$179,486 as of December 31, 2020 and 20109, respectively.
+ Corporation’s employee short-term loans and mortgage loans, both monthly deducted from the employee’s salaries. Mortgage loans granted to the Corporation’s employees for ThUS$38,676 are secured with collateral.
+ Reimbursement receivables from insurance companies.
+ Advance payments to suppliers and contractors.
+ Accounts receivable for tolling services (Ventanas Smelter).
(3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the years ended December 31, 2020 and 2019, were as follows:
Items 12312020 | 12312019 ThUS$ ThUs$ Opening balance 14,195 42,657 Net Increases 3,168 1,709 Write-offsapplications (384) (30,171) Total movements 2,784 (28,462) Closing balance 16,979 14,195
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
3.
As of December 31, 2020 and 20109, the balance of past due but not impaired trade receivables, is as follows:
Maturity 12312020 | 12312019 ThUs$ ThUs$ Less than 90 days 8,370 9,510 Between 90 days and 1 year 15,876 1,211 More than 1 year 8,876 9,530 Total trade receivables past-due but not impaired 33,122 20,251
Balance and transactions with related parties
a)
Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XVI of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries.
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which was communicated through a significant event notice to the CMFP), that defines customary transactions as those carried out with its related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelco’s activities.
Likewise, consistent with the referred to above standard, the Corporation has implemented as part of its internal regulatory framework, a specific policy dealing with business between related persons and companies with Codelco’s executives. Codelco’s Corporate Policy No.18 (“CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, as required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, Legal Counsel, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
F-161
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No.
18.
The most significant transactions with related persons and the amounts involved are detailed in the following table:
112020 112019 , Nature of the Description ofthe | 12312020 | 12312019 Entity Taxpayer number | Country : . .
relationship transaction Amount Amount
Thus$ ThuS$ ‘ADM Planning Consultores Ltda 77.770.490-7 Chile |Employee’s relative Services 2,291 – Anglo American Sur S.A. 77.762.940-9 Chile | Associate Supplies 5 16
B.Bosch S.A. 84.716.400-K Chile |Employee’s relative Supplies 5,071 Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7 Chile [Other related Services – 62 Clariant (Chile) Ltda. 80.853.400-2 Chile |Employee’s relative Supplies 38,873 – Ecometales Limited agencia en Chile. 59.087.530-9 Chile |Subsidiary Services 148 43,495 Flsmidth S.A. 89.664.200-6 Chile |Employee’s relative Supplies 4,537 5,812 Fundación de Salud El Teniente. 70.905.700-6 Chile [Subsidiary Services 22,040 – Fundacion Educacional de Chuquicamata. 72.747.300-9 Chile |Founder member donor Services – 134 Fundación Orquesta Sinfónica Infantil de los Andes. 65.018.784-9 Chile |Founder member donor Services 100 270 Highservice ingeniería y construcción ltda. 76.378.396-0 Chile [Employee’s relative Services 13,984 11,803 Industrial Support Company Ltda 77.276.280-1 Chile |Employee’s relative Services – 76,389 Industrial y Comercial Artimatemb Ltda. 76.108.720-7 Chile |Employee’s relative Services – 20 Ingeniería de Protección SpA 89.722.200-0 Chile |Employee’s relative Supplies 7 – Institución de Salud Previsional Chuquicamata Ltda. 79.566.720-2 Chile |Subsidiary Services – 3,257 Komatsu Chile S.A. 96.843.130-7 Chile |Employee’s relative Services and supplies 878 20,446 Linde Gas Chile S.A. 90.100.000-K Chile |Employee’s relative Supplies 25 147 Manufacturas AC Ltda 77.439.350-1 Chile |Employee’s relative Supplies 13 – Marsol S.A. 91.443.000-3 Chile |Employee’s relative Supplies – 101 MI Robotic Solutions S.A. 76.869.100-2 Chile |Employee’s relative Supplies 13 – Prestaciones de Servicios de la Salud Intersalud Ltda. 77.270.020-2 Chile [Subsidiary Services 596 – S y S Ingenieros Consultores S.A. 84.146.100-2 Chile |Employee’s relative Services – 43 Servicios de Ingeniería IMA S.A. 76.523.610-K Chile |Employee’s relative Services 25 – Soc. de Prod. y Serv. Solava Ltda 78.663.520-9 Chile |Employee’s relative Supplies – 57 Sociedad Contractual Minera El Abra. 96.701.340-4 Chile [Associate Supplies 73 Sodimac S.A. 96.792.430-K Chile |Employee’s relative Supplies – 1,644 Sonda S.A. 83.628.100-4 Chile |Employee’s relative Services 132 221 Suez Medioambiente Chile S.A. 77.441.870-9 Chile [Employee’s relative Supplies 4,261 57
b) Key Management of the Corporation
In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
During the years ended December 31, 2020 and 2019, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
112020 112019 Name Taxpayer number | Country Nature of the Description of | 12i81j2020 | 12312019 relationship the transaction Amount Amount
ThUS$ ThUs$ Blas Tomic Errázuriz 5.390.891-8 Chile [Director Directors’s fees 94 115 Ghassan Dayoub Pseli 14.695.762-5 Chile [Director Directors’s fees 75 92 Ghassan Dayoub Pseli 14.695.762-5 Chile [Director Payroll 107 122 Hernán de Solminihac Tampier 6.263.304-2 Chile [Director Directors’s fees 75 92 Ignacio Briones Rojas 12.232.813-9 Chile [Director Directors’s fees – 78 Isidoro Palma Penco 4.754.025-9 Chile [Director Directors’s fees 75 92 Juan Benavides Feliú 5.633.221-9 Chile [Chairman ofthe board |[Directors’s fees 113 138 Juan Morales Jaramillo 5.078.923-3 Chile [Director Directors’s fees 75 92 Paul Schiodtz Obilinovich 7.170.719-9 Chile [Director Directors’s fees 75 92 Raimundo Espinoza Concha 6.512.182-4 Chile [Director Directors’s fees 27 92 Raimundo Espinoza Concha 6.512.182-4 Chile [Director Payroll 13 36 Rodrigo Cerda Norambuena 12.454.621-4 Chile [Director Directors’s fees 72 –
The Ministry of Finance through Supreme Decree No. 261, dated February 27, 2020, established the compensation for the Corporation’s Directors. The compensation to Board of Director members, is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch$4,126,340 (four million one hundred and twenty-six thousand, three hundred and forty Chilean pesos) for meeting attendance. The payment of the monthly compensation requires at least one meeting attendance each month.
b. The Chairman of the Board will receive a fixed monthly compensation of Ch$8,252,678 (eight million two hundred and fifty-two thousand, six hundred and seventy-eight Chilean pesos).
c. Each member of the Directors* Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,375,445 for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors’ Committee will receive a fixed monthly compensation of Ch$2,750,893 for meeting attendance.
By means of Ordinary Official Letter N * 1611 of July 8, 2020, it is reported that due to the current situation that the country is going through, and in line with what was requested by Codelco and what was reported by the Director of the Budget, it has been considered conducive to decrease by 20% the amount of directors’ remuneration, exceptionally, for the period between July and December 2020, both included.
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2020, and will not be adjusted during said period.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
c)
On the other hand, the short-term benefits tokey management of the Corporation expensed during the years ended December 31, 2020 and 2019, were ThUS$10,682 and ThUS$11,442, respectively.
The methodology to determine the remuneration of key management was approved by the Board of Directors at a meeting held on January 29, 2003.
During the years ended December 31, 2020 and 2019, severance indemnities were expensed to key management of the Corporation for ThUS$1,188 and ThUS$1,619, respectively.
There were no payments to key management for other non-current benefits during the years ended December 31, 2020 and 2019.
There are no share-based payment plans granted to Directors or key management personnel of the Corporation.
Transactions with companies in which Codelco has ownership interest
The Corporation undertakes commercial and financial transactions that are necessary for ¡ts activities with its subsidiaries, associates and joint ventures (related parties). The financial transactions correspond mainly to loans granted (mercantile current accounts).
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
As of the date of these financial statements, the Corporation has not recognized any allowance for doubtful accounts with respect to receivable balances from its related companies.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2020 and 20109, is as follows:
Accounts receivable from related companies:
Taxpayer Nature of the | Indexation Current Non-current number Name Country relationship | currency 12312020 | 12312019 | 12312020 | 12312019 ThUS$ ThUus$ ThUS$ ThUs$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 91,039 16,677 – –
76.063.022-5 |Inca de Oro S.A. Chile Associate US$ 544 438 – –
76.255.054-7 [Planta Recuperadora de Metales SpA | Chile Associate US$ 6,031 1,677 – 15,370
96.701.340-4 |Sociedad Contractual Minera El Abra Chile Associate US$ 776 2,077 – –
96.801.450-1 [Agua de la Falda S.A. Chile Associate US$ 6 5 224 224
76.781.030-K_|Kairos Mining S.A. Chile Associate CLP 1 – – – Totals 98,397 20,874 224 15,594
F-164
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
d)
Accounts payable to related companies:
Taxpayer Nature of the | Indexation Current Non-current number Name Country relationship | currency 12312020 | 12312019 | 12312020 | 12312019 ThUS$ ThUS$ ThUS$ Thus$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 171,341 108,243
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 25,963 26,608
76.255.054-7 [Planta Recuperadora de Metales SpA | Chile Associate US$ – 430
76.781.030-K_|Kairos Mining S.A. Chile Associate CLP 1,620 1,953 Totals 198,924 137,234
The following table sets forth the transactions carried out between the Corporation and its related companies and their corresponding effects in profit or loss for the years ended December 31, 2020 and
2019: 112020 112019 12312020 12312019 Effects on net Effects on net Taxpayer a Nature of the Index. : .
number Entity transaction Country Currency Amount | income (charges) Amount [income (charges) I I credits credits ThUS$ ThUS$ ThUS$ ThUS$
96.801.450-1 [Agua de la Falda S.A. Sales of services Chile CLP 1 1 3 3
96.801.450-1 [Agua de la Falda S.A. Contribution Chile USD 176 190
77.762.940-9 | Anglo American Sur S.A, Dividends received Chile USD 22,715 84,372
77.762.940-9 | Anglo American Sur S.A, Dividends receivable Chile USD 77,416 – – –
77.762.940-9 [Anglo American Sur S.A, Sales of goods Chile USD 49,873 49,873 25,044 25,044
77.762.940-9 [Anglo American Sur S.A, Sales of services Chile CLP 16,003 16,003 8,661 8,661
77.762.940-9 | Anglo American Sur S.A, Purchase of products Chile USD 689,082 (689,082)| 643,832 (643,832)
76.063.022-5 |Inca de Oro S.A. Sales of services Chile CLP 74 – 198 16
77.781.030-K|Kairos Mining Services Chile CLP 10,933 (10,933) 21,050 (21,050)
77.781.030-K|Kairos Mining Sales of services Chile CLP 2 2 1 1
76.255.054-7 |Planta Recuperadora de Metales SpA | Interestloans Chile USD 1,032 1,032 1,029 1,029
76.255.054-7 |Planta Recuperadora de Metales SpA [Services Chile USD 23,363 (23,363) 23,656 (23,656)
76.255.054-7 |Planta Recuperadora de Metales SpA |Sales of services Chile CLP 6,944 6,944 8,087 8,087
76.255.054-7 |Planta Recuperadora de Metales SpA [Sales ofgoods Chile USD 73 73 65 65
76.255.054-7 |Planta Recuperadora de Metales SpA |Loan recovery Chile USD 10,689 5,966 –
96.701.340-4 |Soc. Contractual Minera El Abra Dividends received Chile USD – 3,062 –
96.701.340-4 |Soc. Contractual Minera El Abra Buy Shares Chile USD – – 4,000 4,000
96.701.340-4 |[Soc. Contractual Minera El Abra Purchase of products Chile USD 242,204 (242,204)| 242,900 (242,900)
96.701.340-4 |Soc. Contractual Minera El Abra Sales of goods Chile USD 17,216 17,216 39,046 39,046
96.701.340-4 |Soc. Contractual Minera El Abra Other sales Chile USD 1,537 1,5537 1,493 1,493
96.701.340-4 |Soc. Contractual Minera El Abra Perceived commissions Chile USD 96 96 100 100
96.701.340-4 |Soc. Contractual Minera El Abra other purchases Chile USD 71 (71) 39 (39)
Additional information
The current account receivable from Planta Recuperadora de Metales SpA. corresponds to the loan agreement granted to build its plant, which was signed on July 7, 2014.
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsui) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to said subsidiary.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
4. Inventories
The detail of inventories as of December 31, 2020 and 2019, ¡is as follows:
Current Non-current Items 12312020 | 12312019 | 12312020 | 12312019 ThUS$ ThUS$ ThUS$ ThUS$
Finished products 108,544 210,309 –
Subtotal finished products, net 108,544 210,309 – – Products in process 1,225,529 1,150,060 585,105 585,681 Subtotal products in process, net 1,225,529 1,150,060 585,105 585,681 Material in warehouse and other 749,941 723,264 – – Obsolescence allowance adjustment (171,947) (162,498)
Subtotal material in warehouse and other, net 577,994 560,766 – – Total Inventories 1,912,067 1,921,135 585,105 585,681
The amount of inventories of finished goods transferred to cost of sales for the years ended December 31, 2020 and 2019 was ThUS$10,531,406 and ThUS$10,007,106, respectively.
For the years ended December 31, 2020 and 2019, the Corporation has not reclassified inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence ¡s detailed below: : 12312020 | 12312019 Changes in Allowance for Obsolescence ThUS$ ThuS$ Opening Balance (162,498) (96,805) Period provision (9,449) (65,693) Closing Balance (171,947) (162,498)
During the years ended December 31, 2020 and 2019, the Corporation recognized write-off of damaged inventories of ThUS$8,553 and ThUS$35,136, respectively.
As of December 31, 2020, the inventory provision to reduce inventory to its net realizable value was ThUS$27,213, a reversal of provision for the period of January – December of 2020 of ThUS$10,931 was recorded (a charge for provision for the corresponding period of 2019 was recorded at ThUS$6,255). As of December 31, 2019, the inventory provision to reduce inventory to its net realizable provision was ThUS$38,144,
As of December 31, 2020 and 20109, there are no unrealized gains or losses recognized on the intercompany sales of inventories of finished products.
As of December 31, 2020 and 20109, there are no inventories pledged as security for liabilities.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
5. Income taxes and deferred taxes
a) Composition of income tax expense:
b) Deferred tax assets and liabilities:
112020 112019 Items 12312020 | 12312019
ThUS$ ThUS$ Effect of Deferred Taxes (707,793) (384,160) Current income tax (71,761) (7,484) Adjustments to currenttax from the prior period (13,052) – Other 5,603 (1,601) Total tax expense (787,003) (393,245)
The following table details deferred tax assets and liabilities:
12312020 | 12312019 Deferred tax assets Thus8 Thus$ Provisions 1,494,649 1,556,662 Tax loss carryforwards 757,681 613,340 Right of use assets 18,510 4,808 Other 15,231 2,906 Total deferred tax assets 2,286,071 2,177,716 o 12312020 | 12312019 Deferred tax liabilities ThUS$ ThUS$ Accelerated depreciation for tax purposes 5,828,454 5,198,975 Property, plant and equipment variations 1,483,351 1,386,874 Tax on mining activity 288,470 235,931 Fair value of mining properties acquired 108,518 108,518 Undistributed profts of subsidiaries 35,468 34,998 Hedging derivatives – future contracts 14,971 14,889 Post-employment beneft obligations 8,726 14,676 Total deferred tax liabilities 7,767,958 6,994,861
The following tables sets forth the deferred taxes as presented in the statement of financial position:
Deferred taxes 12312020 | 12312019 ThUS$ ThUS$ Non-current assets 45,908 43,736 Non-currentliabilities 5,527,795 4,860,881 Net 5,481,887 4,817,145
F-167
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
c) The effects of deferred taxes recorded in other comprehensive income are as follows:
Deferred taxes on components of other comprehensive 12312020 | 12312019 income (credit) charge ThUus$ ThUS$ Cash flow hedge 30,676 52,072 Defined Benefit Plans (145) 69,667
Total deferred tax effect on components of other o 30,531 121,739 comprehensive income
d) The following table sets forth the reconciliation of the effective tax rate:
12312020 Reconciliation of tax rate Taxable Base At the Tax rate
25.0% 40.0% 5% 25.0% 40.0% 5% Total ThUS$ ThUS$ ThUuS$ ThUuS$ | Thus$ | Thus$ | Thus$ Tax effect on the income (loss) before taxes 1,030,488 1,030,488 1,030,488 (257,622) (412,195) (51,524) (721,341) Tax effecton the income (loss) before taxes of subsidiaries 13,396 13,396 13,396 (3,349) (5,358) (670) (9,377) Tax effect consolidated profit (loss) before taxes 1,043,884 1,043,884 1,043,884 (260,971) (417,553) (52,194) (730,718) Permanent differences: First category income tax (25%) (62,749) 15,687 15,687 Specific tax for state-owned entities Art 2 D.L. 2398 (40%) (27,092) 10,837 10,837 Specific tax on mining activities 1,395,122 (69,756) (69,756) Single Tax Art 21 Inc. N*1 – Differences tax prevous years (13,053) TOTAL TAX EXPENSE (245,284) (406,716) (121,950) (787,003) 12312019 iliati f Taxable Base At the Tax rate Reconciliation of tax rate 25.0% | 40.0% 5% | 25.0% | 40.0% | 5% | Total ThUus$ ThUS$ ThUS$ ThUus$ | Thus$ | Thus$ | Thus$ Tax effect on the income (loss) before taxes 404,692 404,692 404,692 (101,173) (161,877) (20,235) (283,285) Tax effecton the income (loss) before taxes of subsidiaries 3,081 3,081 3,081 (770) (1,232) (154) (2,156) Tax effect consolidated profit (loss) before taxes 407,773 407,773 407,773 (101,943) (163,109) (20,389) (285,441) Permanent differences: First category income tax (25%) 86,549 (21,637) (21,637) Specific tax for state-owned entities Art 2 D.L. 2398 (40%) 60,799 (24,320) (24,320) Specific tax on mining activities 1,136,260 (56,813) (56,813) Single Tax Art 21 Inc. N*1 (3,417) Others (1,617) TOTAL TAX EXPENSE (123,580) (187,429) (77,202) (393,245)
Pursuant to Article 2 of the Decree Law 2398, Codelco is subject to an additional tax rate of 40% on income before taxes and dividends received in accordance with the law.
For the calculation of deferred taxes, the Corporation has applied a General Tax Regime, with first-rate tax rates for the 2020 and 2019 business years of 25%. As a state company, the Corporation is classified as those companies of article 14 letter G of the Income Tax Law, incorporated in the Tax Reform Law No. 21,210 of February 24, 2020, maintaining the General Regime of Taxation. Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated Taxation
F-168
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) system with a rate of 27% for both years. Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
In relation to the specific tax on mining activities the tax rate applicable is 5% under Law No. 20469.
The Corporation, until 2019, as a Taxpayer of first category, is liable to the single Tax of 40%, contained in the first paragraph of Article 21 of the Income Tax Law No. 824, in numbers ¡), ii) and iii) , the disbursements incurred in said numerals. As of 2020, with the modification introduced by the second article letter No.11 d) of the tax reform Law No. 21210, exempts the Corporation from the Single Tax of the current article 21 of the Income Tax Law.
Based on the evolution of the business model and its projections, the Corporation’s management estimates that its future profit projections will allow these recorded tax loss carryforwards to be recovered. Tax loss carryforwards do not expire in Chile.
6. Current and non-current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or liability in Current Taxes, as the case may be, determined as indicated in section |!. Main accounting policies, 2.1):
12312020 | 12312019
Cc t Tax Asset: urrent lax Asset ThUS$ ThUSS Taxes to be recovered 74,324 22,719 Total Current Tax Assets 74,324 22,719
Current Tax Liabilities 1218112020 | 12812019
ThUS$ ThUS$ Monthly Provisional Payment Provision 1,508 10,672 Provision Tax 6,937 3,185 Total Current Tax Liabilities 8,445 13,857
12312020 | 12312019 Items
ThUS$ ThUS$ Non-Current Tax Assets 111,994 222,169 Total Non-Current Tax Assets 111,994 222,169
The non-current balance of recoverable taxes corresponds to the accumulated differences for provisional tax payments that resulted in Codelco’s favor in the income tax returns of previous periods, attributable to income tax balances payable from periods following. The Corporation does not expect this tax to be recovered in the current period, until the reversal of the carry-over tax loss, which as of December 31, 2020 amounts to ThUS$1,094,945.
F-169
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
7. Property, Plant and Equipment
a) The items of property, plant and equipment as of December 31, 2020 and 2019, are as follows:
Property, Plant and Equipment, gross E ES Construction in progress 6,391,278 6,234,130 Land 124,271 117,972 Land on mine site 259,230 55,344 Buildings 6,212,776 5,963,605 Plant and equipment 19,809,559 19,217,547 Fixtures and fitings 47,507 58,631 Motor vehicles 2,075,364 2,080,124 Land improvements 6,818,024 6,504,063 Mining operations 9,322,060 8,751,368 Mine development 5,011,879 4,546,765 Other assets 1,162,812 1,164,163 Total Property, Plant and Equipment, gross 57,234,760 54,693,712 Property, Plant and Equipment, accumulated 12312020 12312019 depreciation ThUuS$ ThUuS$ Construction in progress – – Land – – Land on mine site 13,133 9,975 Buildings 3,335,090 3,152,227 Plant and equipment 11,212,105 10,618,524 Fixtures and fitings 42,305 47,431 Motor vehicles 1,545,627 1,480,020 Land improvements 3,723,860 3,482,960 Mining operations 6,271,794 5,253,285 Mine development 1,019,963 893,575 Other assets 518,978 487,703 Total Property, Plant and Equipment, accumulated 27,682,855 25,425,700 depreciation
Property, Plant and Equipment, net E o Construction in progress 6,391,278 6,234,130 Land 124,271 117,972 Land on mine site 246,097 45,369 Buildings 2,877,686 2,811,378 Plantand equipment 8,597,454 8,599,023 Fixtures and fitings 5,202 11,200 Motor vehicles 529,737 600,104 Land improvements 3,094,164 3,021,103 Mining operations 3,050,266 3,498,083 Mine development 3,991,916 3,653,190 Other assets 643,834 676,460 Total Property, Plant and Equipment, net 29,551,905 29,268,012
F-170
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Movement of Property, plant and equipment:
Movements Construction Land on Plantand |. a a] Motor Ground Mining – | Development | Other sera
-muss in progress | 2″ | minesite equipment |'”” tonsanal enicles | improvements | operations | ofmines assets accessories Recor ¡on of changes in properties, plant and equipment Properties, plantand equipment at he beginning ofihe year. Opening Balanoe 112020 6,234,130] 117,972 45.369 2811378] 850002s| 11,200] 600,104] 3,021,108| 3,498,083] 3,653,190 676,460| 20,268,012 Changes in property, plant and equipment Increases other than those fombusiness, proper, plantand equiprent corrbinatons 2,150,748] – – – 13,610| el] 2,057 5216 362,492] (619)| 15612| 2,558,477 Depreciaiion, property, plantand equipment – – (4300) (182679)| (599,050) (2385)| (100,746) (240,001)| – (1,032,186) (112,711) (68377)| (2,313,344) Increases (decreases) in transfers and other changes, properties, plant and equipment Incresses (decreases) by transiers ftomeonstualons in process, properties, plant and (1.623,278)| 6,209] 200,468] 210,424] 545,733] 1] 20,202] 208,204] 48,266] 280,180 321] – equipment Increases (decreases) by other changes, properties, plantand equipment (240,581)| – 1,560] 39,765] 40,625| (8,572) (aa 10,741] 173,611| 171576 (9,896) 8x,cse| Increase (decrease) by transfers and other changs perties, plant and oe DY ¡a Pope Po (1,963,859)| 6,209] 205,028] 250,189] 586,358] (8,670) 30,220] 309,035] 221.877 451,756 (9,575) 83,658] Dispositions and withdranals of service, property, plant and equipment Retrerents, proper, plantand equipment (14,689) – – (2.478) | (1,898) (289) -] – (286) (20.840) Dispositions and withdranals of service, property, plant and equipment (14,689) – -] (2.478) (a! (1,898) (289) -] – (285)| – (20,846) Increase (decrease) in properties, plant and equipment 157,148| 6,209] 200,728] (1.569) (5.998) (20,367) 73061| (447.817) 308,726| (32626) 283,898] Properties, plant and equipment at the end of the year. Closing balance aorsz020 6,391,278| 124,271 246,097] 8,597,454] 5,202] 520,737 3,094,164] 3,050,266] 3,991,916 643,834| 29,551,905] Movenanta Construction |, | Landon Plant and pal Votor Ground Mining – | Development | Other mora nues in progra nineano cautpmene [i”staltations anal es | improvements | operations | oriimes | sosa accessories Reconciliation of changes in properties, plant and equipment Properties, plantand equipment at he beginning ofihe year. Opening Balance 112019 8,808,652| 117,972] 46900] 2354308] 5,768,798| 14,920] 684,000] 252,550] 2,486,224| 3,313,044] 807,336| 26,754,908] Changes in property, plant and equipment Increases other han those fombusiness, property, plantand equipment conbinañons 3,602,113] – – 1,750] 14,525 23 7,8s2] 19,128] 521,191] | 14917] 4181,400] Depreciaion, proper, plantand equipment – – (010)| (162:340| (649,070) (a663)| (109,915) (215541) (796714) (e7.9s3)| (47,606)| (2,073,896) Inpairmentlosses recognized in profitor loss for he period – – – – – – – – – – – – Increases (decreases) in transfers and other changes, properties, plant and equipment Increases (decreases) by transfers fromconsrucions in process, properties, plantand (6173, – – case] 3512.000] o 17.700 e1o7ro| 1176508| 5040] val ] equipment Increases (decreases) by other changes, properties, plantand equipment 4389 – (611) (23,221) (28,739) (99) 1,874] 48,561] 110,774] 423,080) (0ss08| 400,605| tner (decrease) by transfers and other changes, properties, plant and (6,169, L (exa) s7o] 200] (ca) 19,578 04] 1207200 oro| (95249 eos Dispositions and withdranals of service, property, plant and equipment Retrerents, propeny, plant and equipment (7,262) – – (5,795) (17,519) WM (1,420) (273) – |. ess| (s219 Dispositions and withdranals of service, property, plant and equipment (7262) -] – (5,795) (17,519) | (1.420) (274) – | (93) (5210) Increase (decrease) in properties, plant and equipment (2,574,522) -] (1.621)| aseses| 2,830,230] (3,729)| (63,908)| 668,547] 1,011,789 300,146| (130.870)| 2,513,014] Properties, plant and equipment at the end of the year. Closing balance azoro 6,234,130] 117,972] as369| 2,811,378 8,509,02s| 11.200] 600,104] 3,021,108] 3,498,083] 3,653,190| 676,460] 29,268,012]
F-171
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
c)
The balance of construction in progress, is directly associated with the operating activities of the Corporation and relates to the acquisition of equipment for projects in construction and associated costs toward their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management opinion.
Borrowing costs capitalized for the years ended December 31, 2020 and 2019 were ThUS$223,931 and ThUS$367,548, respectively. The annual capitalization average rate for the years ended December 31, 2020 and 2019 was 4.06% and 4.19%, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
112020 112019
Expenditure on exploration and drilling 12igu2020 | 1213112019 reservo!rs ThUS$ ThUS$ Recognized in profit 25,289 47,048 Cash outlows disbursed 33,299 47,551
The detail of “Other assets” under “Property, plant and equipment” is as follows:
12312020 | 12312019 Other assets, net ThuS$ ThuS$ Mining properties from the purchase of Anglo American Sur S.A. 402,000 402,000 Maintenances and other major repairs 191,918 217,079 Other assets – Calama Plan 46,164 54,174 Other 3,752 3,207 Total other assets, net 643,834 676,460
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
Codelco has not pledged any items of property, plant and equipment as collateral to third parties in order to enable the realization of its normal business activities or as a commitment to support payment obligations.
As of December 31, 2019, property, plant and equipment assets did not show any indication of impairment or reversal of impairment recognized in prior years, therefore, no adjustments were made to the value of assets at that date.
The Corporation presents at December 31, 2019 a reclassification of property, plant and equipment to the item intangible assets other than goodwill which amounts to ThUS$2,090.
F-172
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
I) The expense for depreciation of the property, plant and equipment item for the years ended December 31, 2020 corresponds to ThUS$2,313,344.
m) In accordance with the provisions of section Il. Main accounting policies, 2 ¡), referring to impairment of property, plant and equipment and intangible assets, and as indicated in note 21 on impairment of assets, the Corporation as of December 31, 2020 recorded an impairment of the value of Assets of the Ventana’s Division for an amount of ThUS$24,053 before taxes. As of December 31, 2019, property, plant and equipment did not show signs of impairment or reversals of impairments recognized in previous years, therefore no adjustments were made to the value of the assets as of that date.
Leases
8.1 Right-of-use assets
As of December 31, 2020 and 2019, the breakdown of the right of use asset category is:
Items 12312020 | 12312019 ThUS$ ThUS$ Assets by rightofuse, gross 836,903 692,262 Assets by rightofuse, accumulated depreciation 375,863 260,110 Total Assets by right of use, net 461,040 432,152
The movements for the year ended December 31, 2020 and 2019 are as follows:
Reconciliation of changes in Right-of-use assets 12312020 | 12312019 (in thousands of US$) MUS$ MUS$ Opening Balance 432,152 – Initial application ofIFRS 16 – 373,000 Increase in Right-of-use assets 195,956 109,505 Depreciation (139,442) (143,369) Increases (decreases) by other changes (27,139) 93,016 Dismissal of assets due to right ofuse (487) – Increase in Assets by rigth of use 28,888 432,152 Closing balance 461,040 432,152
The depreciation expense for the years ended December 31, 2020 corresponds to ThUS$139,442.
F-173
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The composition by asset class ¡is as follows: : 12312020 | 12312019 Right-of-use assets Thusg Thus$ Buildings 13,089 18,286 Plant and equipment 204,747 298,463 Fixtures and fitings 8,025 11,931 Motor vehicles 228,180 97,525 Other right-ofuse assets 6,999 5,947 Total Right-of-use assets 461,040 432,152
8.2 Liabilities for current and non-current leases
As of December 31, 2020 and 2019, the payment commitments for leasing operations are summarized in the following table:
12312020 12312019 Leases Gross Interest Present Value Gross Interest Present Value ThUus$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Less than 90 days 43,916 (3,698) 40,218 39,668 (4,557) 35,111 Between 90 days and 1 year 115,085 (9,899) 105,186 105,315 (12,665) 92,650 Between 1 and 2 years 123,239 (9,230) 114,009 107,218 (12,248) 94,970 Between 2 and 3 years 91,978 (6,584) 85,394 77,753 (9,881) 67,872 Between 3 and 4 years 56,353 (4,554) 51,799 60,078 (6,813) 53,265 Between 4 and 5 years 53,053 (4,123) 48,930 32,384 (4,780) 27,604 More than 5 years 49,459 (9,987) 39,472 70,857 (9,458) 61,399 Total 533,083 (48,075) 485,008 493,273 (60,402) 432,871
Leasing operations are generated by service contracts, mainly for facilities, buildings, plants and equipment.
The expense related to short-term leases, low-value assets and variable leases not included in the measurement of lease liabilities, for the years ended December 31, 2020 and 2019 is presented in the following table:
112020 112019 Lease expense 12312020 12312019 ThUS$ ThUus$ Short-term leases 32,163 84,252 Low value leases 13,003 5,684 Variable lease payments not included in the initial measurement or remeasurement ofliabiliies (excluding, where applicable, changes in 1,225,051 1,488,409 indices or rates) TOTAL 1,270,217 1,578,345
F-174
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Investments accounted for using the equity method
The following table sets forth the carrying amount and the share of profit (loss) of the investments accounted for using the equity method (all material associates’ principal place of business is Chile):
Equity Interest Carrying Value Net income (loss) : Taxpayer Funct. 112020 112019 Associates Numbers Currency 12312020 12312019 12312020 12312019 12312020 12312019 % % Thus$ ThUus$ ThUus$ ThUuS$ Agua de la Falda S.A. 96.801.450-1 US$ 42.26% 42.26% 4,795 4,864 (246) (279) Anglo American Sur S.A. 77.762.940-9 US$ 29.5% 29.5% 2,784,232 2,850,171 37,724 19,852 Inca de Oro S.A. 73.063.022-5 US$ 33.19% 33.19% 12,577 12,675 (95) (101) Kairos Mining S.A. 76.781.030-K US$ 40.00% 40.00% 123 82 31 29 Minera Purén SCM 76.028.880-2 US$ 35.0% 35.0% 9,933 9,934 () 32 Planta Recuperadora de Metales SpA | 76.255.054-7 US$ 34.0% 34.0% 12,218 10,914 1,304 549 Sociedad Contractual Minera El Abra 96.701.340-4 US$ 49.0% 49.0% 595,080 594,883 719 (12,799) Sociedad GNL Mejillones S.A. 76.775.710-7 US$ 0.0% 0.0% – – – 5,920 TOTAL 3,418,958 3,483,523 39,436 13,203
a) Associates
Agua de la Falda S.A.
As of December 31, 2020, Codelco holds a 42.26% ownership interest in Agua de la Falda S.A., with the remaining 57.74% owned by Minera Meridian Limitada.
The corporate purpose of this company is to exploit deposits of gold and other minerals, in the third region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was incorporated in 1994, As of December 31, 2020, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper €. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of December 31, 2020, Codelco holds a 35% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Sociedad GNL Mejillones S.A.
The Corporation effected on August 6, 2019, the sale of its 37% stake in the company GNL Mejillones
S.A. to the Ameris Capital AGF Investment fund, for an amount of US$193.5 million. (The remaining 63% corresponded to Suez Energy Andino S.A.).
F-175
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The sale of the LNG Mejillones stake generated a profit of US$103 million before tax and a result after tax of US$36 million.
Inca de Oro S.A.
On June 1, 2009, Codelco’s Board of Directors authorized the incorporation of a new company aimed to develop studies allowing the continuity of the Inca de Oro Project, which is a wholly-owned subsidiary of Codelco.
As of December 31, 2020, Codelco holds a 33.19% ownership interest in this company. (PanAust IDO Ltda. has 66.31%).
Planta Recuperadora de Metales SpA
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, which held a 100% ownership interest in this company.
On July 7, 2014, Codelco reduced its ownership interest in Planta Recuperadora de Metales SpA to 51%, with the remaining 49% ownership interest held by LS-Nikko Copper Inc.
On October 14, 2015, Codelco reduced its ownership interest to 34% interest, with LS-Nikko Copper Inc, holding the remaining 66%.
As of December 31, 2020, LS-Nikko Copper Inc, is the controlling shareholder of this company based on the control elements set out in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals aiming to recover copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
Anglo American Sur S.A.
As December 31, 2020, the controlling shareholder of Anglo American Sur S.A. is Inversiones Anglo American Sur S.A. holding a 50.06% ownership interest, while the non-controlling interest is held by Inversiones Mineras Becrux SpA., which in turn is a subsidiary controlled by Codelco with a 67.8% ownership interest. Consequently, Codelco exercises significant influence in Anglo American Sur S.A.
through its indirect ownership interest of 29.5%.
The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non- metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the
F-176
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
On August 24, 2012, Codelco recognized the acquisition of ownership interest in Anglo American Sur
S.A. which resulted in the initial recognition of the cost of the investment for ThUS$6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably.
As part of this updating process, and applying the valuation criteria indicated above, the fair value of the assets acquired and liabilities assumed of Anglo American Sur S.A. as of that date amounted to US $ 22,646 million, which in the proportion acquired by Inversiones Mineras Becrux SpA (29.5%) results in an investment at fair value of US $ 6,681 million at the acquisition date.
The allocation of the purchase price at fair value between the identifiable assets and liabilities was prepared by management using its best estimate and taking into account all relevant and available information at the acquisition date of Anglo American Sur S.A.
The Corporation used a discounted cash flows model to estimate cash flow projections, based on the life of mine. These projections were based on estimated production and future prices of minerals, Operating costs and capital costs, among other estimates made at the date of acquisition. Additionally, proven and probable resources to explore were not included in the mine plan, therefore, they were valued separately using a market model. Such resources are included in item “Mineral Resources.
As of December 31, 2015, the Corporation identified indicators of impairment in the operating units of Anglo American Sur S.A. Consequently, and with the purpose of making the corresponding adjustments to the investment in this associate, the Corporation estimated its recoverable amount.
In determining the recoverable amount, the Corporation applied the methodology of fair value less costs of disposal. The recoverable amount of the operating units was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long-term asset valuation. The discount rate used was annual rate of 8% after taxes.
Furthermore, the proven reserves not included in the mining plan (LOM), as well as the probable reserves to explore, have been valued using a multiples market approach for comparable transactions.
Such methodology is consistent with the methodologies used at the acquisition date, which is described in the previous paragraph.
The recoverable amount as estimated was less than the carrying amount of the identified assets of the associate, therefore, the Corporation recognized an impairment loss of ThUS$2,439,495, which was included within the line item Share of profit or loss of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income for the year ended
F-177
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
December 31, 2015. The impairment loss was mainly attributable to the drop in copper prices during the year 2015.
Subsequent to recognition of the impairment, there have been no indicators requiring the recognition of further impairment losses on the recoverable amount of the investment held in Anglo American Sur
S.A.
As of December 31, 2020 and 20109, there are no indicators of impairment nor reversal, therefore, there have been no adjustments recognized to the carrying amounts of the assets.
Kairos S.A.
Until before November 26, 2012, the Corporation held a 40% stake in conjunction with Honeywell Chile S.A. who was the majority shareholder with 60% of the capital stock of Kairos Mining S.A.
On November 26, 2012, the Corporation sold part of its stake to Honeywell Chile SA, which implies that Codelco maintained a 5% interest as of December 31, 2012, while the remaining 95% was held Honeywell Chile S.A. The result of this pre-tax operation was ThUS$13.
On June 6, 2019, Codelco purchased 350 shares of Kairos Mining from Honeywell Chile S.A., increasing its participation from 5% to 40%.
As of December 31, 2020, the control of the company lies in Honeywell Chile S.A. which owns 60% of the shares while Codelco owns the remaining 40%.
The purpose of the company ¡is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
The following tables provide details of asset and liabilities of the associates as of December 31, 2020 and 2019, and their profit (loss) for the years ended December 31, 2020 and 2019: oras 12312020 | 12312019
Assets and Liabilities Thus$ Thuss Current Assets 2,044,436 1,735,588 Non-current Assets 5,366,998 5,248,569 Current Liabilities 934,703 618,644 Non-current Liabilities 2,088,420 1,793,879
F-178
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
112020 112019 Net Income 12312020 | 12312019 ThUS$ ThUs$ Revenue 2,644,477 2,825,062 Costof sales (2,479,372)| (2,646,416) Profit for the year 165,105 178,646 Movements of Investment in 112020 112019 Associates 12312020 | 12312019 ThUS$ ThUS$ Opening balances 3,483,523 3,568,293 Contributions 176 2,200 Dividends (100,131) (3,062) Result of the year 39,436 13,203 Sales – (90,328) Other comprehensive income (4,043) (6,648) Other (3) (135) Final balance 3,418,958 3,483,523
The following tables provide details of asset and liabilities of the principal associates as of December 31, 2020 and 2019, and their profit (loss) for the years ended December 31, 2020 and 2019.
Anglo American Sur S.A.
Assets and liabilities 1218112020 | 12812019
ThUs$ ThUs$ Current Assets 1,511,000 1,099,695 Non-current Assets 4,090,000 4,083,739 Current Liabilities 865,000 531,089 Non-current Liabilites 1,676,000 1,405,143
112020 112019
Net Income 12312020 | 12312019 ThUS$ ThUS$ Revenue 2,146,000] 2,286,876 Costofsales (1,982,020)| (2,174,029) Profitfor he year 163,980 112,847
F-179
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Sociedad Contractual Minera El Abra
Assets and liabilities 12312020 | 12312019
ThUS$ ThUS$ Current Assets 482,974 590,850 Non-current Assets 1,124,871 1,007,012 Current Liabilities 55,508 79,422 Non-current Liabilities 337,887 304,394
112020 112019
Net Income 12312020 | 12312019 ThUs$ ThUs$ Revenue 448,428 493,531 Costofsales (446,960) (519,651) Profit (loss) for the year 1,468 (26,120)
b) Additional information on unrealized profits (losses)
Codelco enters into transactions for the purchase and sale of copper with Sociedad Contractual Minera El Abra. As of December 31, 2020 and 2019, there were no unrealized profits (losses) recognized in the carrying amount of inventories of finished products.
The Corporation has recognized unrealized gains for the purchase of rights to use the LNG terminal from the El Abra Mining Contract Company for ThUS$3,920 as of December 31, 2020 and 2019.
c) Share of profit or loss for the year
The share in profit or loss of the associate Anglo American Sur S.A. recognized for the years ended December 31, 2020 was profit of ThUS$48,374 (profit of ThUS$33,290 for the years ended December
31, 2019). In addition, the Corporation has made appropriate adjustments to its share of profit or loss in the associate for depreciation of the depreciable assets based on the fair values at the acquisition date, which resulted in an expense of ThUS$10,650 for the years ended December 31, 2020 (an expense of ThUS$13,438 for the years ended December 31, 2019) recognized within line item Share of profit or loss of associates and joint ventures accounted using the equity method in the consolidated statement of comprehensive income.
10. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
11.
paa 12312020 | 12312019 Assets and liabilities Thusg ThUS$ Current assets 589,014 464,674 Non Current Assets 3,508,221 3,607,177 Current Liabilites 343,081 281,973 Non Current Liabilites 1,059,481 1,086,975 112020 112019 Profit (loss) 12312020 | 12312019 ThUS$ ThUS$ Ordinary Income 1,128,181 1,140,473 Ordinary Expenses (1,141,365)| (1,176,801) Loss ofyear (13,184) (36,328)
Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
12312020 Atfair value Derivatives for hedging . : ns . : . – Total financial Classification in the statement of financial | though profitand | Amortized Cost Hedging Cross currency assets position loss derivatives swap ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Cash and cash equivalents – 2,107,493 – 2,107,493 Trade and other currentreceivables 915,454 2,333,863 3,249,317 Non – currentreceivables – 93,986 93,986 Currentreceivables from related parties – 98,397 98,397 Non – currentreceivables from related parties 224 – 224 Other current financial assets – 280,278 3,612 – 283,890 Other non – currentfinancial assets – 6,249 – 127,502 133,751 TOTAL 915,454 4,920,490 3,612 127,502 5,967,058
As of December 31, 2020, the balance of the caption Other financial assets, current includes ThUS$280,194 invested in term deposit instruments with a maturity of more than 90 days. As of December 31, 2019, the amount invested in this type of instrument was ThUS$171,429.
12312019
Atfair value Derivatives for hedging Total financial
Classification in the statement of financial | though profitand | Amortized Cost Hedging Cross currency assets position loss derivatives swap
ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Cash and cash equivalents 2,158 1,300,947 – 1,303,105 Trade and other currentreceivables 723,619 1,864,649 2,588,268 Non – currentreceivables – 98,544 98,544 Currentreceivables from related parties – 20,874 20,874 Non – currentreceivables from related parties – 15,594 – 15,594 Other current financial assets – 171,636 1,315 – 172,951 Other non – currentfinancial assets – 8,691 525 82,584 91,800 TOTAL 725,777 3,480,935 1,840 82,584 4,291,136
F-181
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) ” Fair value through profit or loss: As of December 31, 2020 and 2019, this category mainly includes receivables from provisional invoicing sales. Section 11.2.r.
+ Amortized cost: It corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market.
The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
e Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect the profit or loss when transactions are settled or when, to the extent required by accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions is included in the Note 28.
As of December 31, 2020 and 2019, there were no reclassifications between the different categories of financial instruments, under the accounting standards at the respective dates.
12. Other financial liabilities
Current and non-current interest-bearing borrowings consists of loans from financial institutions and bond issuance obligations, which are measured at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
12312020 Current Non-current Items Amortized Cost] Hedging Total Amortized Cost] Hedging Total derivatives derivatives ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Loans from financial institutions 81,218 – 81,218 1,489,224 – 1,489,224 Bonds issued 438,301 – 438,301 16,067,913 – 16,067,913 Hedging derivatives – 10,427 10,427 – 121,594 121,594 Other financial liabilities – – – 56,469 – 56,469
Total 519,519 10,427 529,946 17,613,606 121,594 17,735,200
12312019 Current Non-current Items Amortized Cost] Hedging Total Amortized Cost] Hedging Total derivatives derivatives ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Loans from financial institutions 666,144 – 666,144 2,408,267 – 2,408,267 Bonds issued 572,587 – 572,587 13,617,358 – 13,617,358 Hedging derivatives – 11,496 11,496 – 148,987 148,987 Other financial liabilities 363 – 363 58,501 – 58,501
Total 1,239,094 11,496 1,250,590 16,084,126 148,987 16,233,113
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Loans from financial institutions: The loans obtained by the Corporation aim to finance production operations.
In addition to the credits mentioned in the previous paragraph, Codelco, through the subsidiary company Inversiones Gacrux SpA., has a credit agreement with Oriente Copper Netherlands B.V. since 2012 (a subsidiary of Mitsui €. Co. Ltd.), which was subscribed to with the aim of allocating this financing to the acquisition of the shareholding of Anglo American Sur SA, by the subsidiary company Inversiones Mineras Becrux SpA. (Subsidiary of Inversiones Gacrux SpA.). This loan has no associated personal guarantees and its rate is fixed at 3.25% per year and has a duration of 20 years, being payable in 40 semiannual installments of principal and interest on unpaid balances.
As of December 31, 2020, the outstanding balance of the credit agreements is ThuS$551,751.
Bond issued:
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each.
These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi-annual interest payments.
On January 20, 2009, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$600,000. These bonds are payable in a single installment on January 15, 2019, at an annual interest rate of 7.5% and semi-annual interest payments.
On August 3, 2017, principal was paid for an amount of ThUS$333,155.
On November 4, 2010, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$1,000,000. These bonds are payable in a single installment on November 4, 2020, at an annual interest rate of 3.75% and semi-annual interest payments.
On August 3, 2017, February 6, 2019 and October 2, 2019, principal was paid for an amount of ThUS$414,763, ThUS$183,051 and ThUS$7,304 respectively.
On November 3, 2011, the Corporation issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThUS$1,150,000. These bonds are payable in a single installment on November 4, 2021, atan annual interest rate of 3.875% and semi-annual interest payments. On August 3, 2017, February 6, 2019 and October 2, 2019, principal was paid for an amount
F-183
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) of ThUS$665,226, ThUS$247,814 and ThUS$9,979 respectively. On December 16, 2020, principal was paid for an amount of ThUS$14,361.
On July 17, 2012, the Company issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000. These bonds are payable in two installments (i) the first tranche on July 17, 2022 in the amount of US$1,250,000 at a 3% annual interest rate. On August 22, 2017, February 6, 2019 and October 22, 2019, principal was paid in the amounts of ThUS$412,514, ThuS$314,219, ThUS$106,972 and ThUS$$3,820 respectively. On December 16, 2020, principal was paid for an amount of ThUS$83,852. And (ii) the other tranche matures on July 17, 2042 and is in the amount of ThUS$750,000 at an annual interest rate of 4.25%,
On August 13, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$750,000, payable in a single installment on August 13, 2023, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12 and February 26, 2019, principal in the amounts of ThUS$162,502, ThuS$228,674 and ThUS$270 respectively, was paid. On October 8 and 22, principal was paid for ThUS$23,128 and ThUS$555 respectively. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThuS$131,000, reaching a total amount of ThUS$465,871 with an annual coupon of 4.50%.
On December 16, 2020, principal was paid for an amount of ThUS$79,688.
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$950,000, payable in a single installment on October 18, 2043, at an annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal amount of EUR$600,000,000, payable in a single installment on July 9, 2024, at an annual interest rate of 2.25% and annual interest payments.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$980,000, payable in a single installment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144- A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single installment on September 16, 2025, at an annual interest rate of 4,5% and semi-annual interest payments. On August 22, 2017 and February 12, 2019, principal was paid for an amount of ThuS$378,655 and ThUS$552,754 respectively. On December 22, 2020, principal was paid in the amount of ThUS$392,499.
On August 24, 2016, the Corporation issued and placed bonds in the local market for a nominal amount of UF10,000,000 of single series labeled Series C, which consists of 20,000 bonds for UF500 each.
These bonds are payable in a single installment on August 24, 2026, at an annual interest rate of 2.5% and semi-annual interest payments.
On July 25, 2017, the Corporation made an offer in New York to buy its bonds issued in dollars with maturities between 2019 and 2025, repurchasing US$2,367 million.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On August 1, 2017, the Corporation issued and placed bonds on the North American market, under standard 144-A and Regulation S, for a total, nominal, amount of ThUS$2,750,000, ThUS$1,500,000 of which had an annual coupon rate of interest of 3.625% and semi-annual interest. On December 22, 2020, principal was paid for an amount of ThUS$227,154. Payments which will mature on August 1, 2027, while ThuS$1,250,000 had an annual coupon of 4.5% and semi-annual interest payments, will mature on August 1, 2047,
These operations allowed optimizing the debt maturity profile of Codelco. As a result of these transactions, 86% of the funds from the new issue (US$2,367 million) were used to refinance old debt.
The average interest rate of refinanced funds decreased from 4.36% to 4.02%.
On May 18, 2018, Codelco issued a bond for US$600 million with 30-year maturity in the market of Formosa, Taiwan. The bond issued is denominated in US dollars, had a yield of 4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at its par value.
On January 28, 2019, the Corporation in New York made an offer to purchase its bonds issued in dollars with maturities between 2020 and 2025, repurchasing US$1,527 million.
Subsequently, on February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi- annual basis.
The effect recognized in results associated with this refinancing was a charge of US$10 million after taxes.
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and interest payment annually.
On August 23, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of US$130,000,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and interest payment semiannually.
On September 30, 2019, the Corporation made an issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS$2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS$1,100,000 with a 3% annual coupon. The other tranche contemplates a maturity on January 30, 2050, corresponding to an amount of ThUS$900,000. On January 14, 2020, the principal for the last tranche was increased for a nominal amount of ThUS$1,000,000, reaching a total amount of ThUS$1,900,000 with a coupon of 3.70% per year.
Along with this placement, Codelco launched a purchase offer, in which a repurchase amount of US$
152 million was reached. The effect recognized in results associated with this refinancing was a charge of US$2 million after taxes.
F-185
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On January 14, 2020, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a nominal amount of ThUS $ 1,000,000, the maturity of which will be in a single installment on 14 January 2030, with a coupon of 3.15% per annum and payment of interest every six months.
On May 6, 2020, the Corporation issued and placed bonds in the North American market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$800,000 whose maturity will be in a single installment on 15 January 2031, with a coupon of 3.75% per annum and interest paid every six months.
On December 7, 2020, the Corporation made in New York an offer to purchase its bonds issued in dollars with maturities between 2021 and 2027, repurchasing ThUS$797,554.
On December 14, 2020, the Corporation carried out an issuance and placement of bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$500,000 whose maturity will be in a single installment on January 15, 2051, with a coupon of 3.15% per annum and interest payment on a semi-annual basis.
As a result of these transactions, 100% of the funds from the new issuance (US$500 million) were used to refinance old debt. The average nominal rate of the refinanced funds decreased from 4.08% to 3.15%.
The effect recognized in results associated with this refinancing was a charge of US$23 million after taxes.
As of December 31, 2020 and 2019, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
– Financial debt commissions and expenses: Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
F-186 (In thousands of US dollars of the United States of America, except as indicated in other currency or unit)
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HNANCIAL STATEMENTS (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2020, the details of loans from financial institutions and bond obligations are as follows:
12342020 Loans vith Princi] Current Non-current Taxpayer ID e 2 | Interest ncipal o Paymentof | Nominal | Effective Country financial Institution Maturity Currency Amount Type of amortization balance balance Number Rate Interest Interest Rate | Interest Rate entities Thuss Thus$ Half-yearl inci iments Foreign – [Japan Bilateral Credit | Japan Bank International Cooperalor| 8242022] Floating | us$ – | 224,000,000| ‘**!FYearty principal pay Seriannual | 0.70% 0.80% 32,035 15,984 |from2015 to the present.
Foreign Panara Bilateral Credit | Banco Latinoarrericano de Corrercio| 12182026| Floating US$ 75,000,000| Maturity Seni-annual 146% 161% 30 74,464 Foreign [USA Bilateral Credit | Export Dev Canada 8122027| Floating | us$ |300,000,000| Maturiy Quarterly 1.36% 1.43% 557 299,098 Foreign USA Bilateral Credit | Export Dev Canada 10252028| Ploating US$ 300,000,000| Maturity Quarterly 143% 152% 774 298,519 Foreign USA Bilateral Credit | Export Dev Canada 7252029| Ploating US$ 300,000,000| Maturity Quarterly 143% 159% 739 296,541 Foreign Holland Bilateral Credit | Oriente Copper Netherlands B.V. 11262032| Fixed US$ 874,959,000| Serri-annual Seni-annual 3.25% 5.42% 47,083 504,668
F-187
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED HINANCIAL STATEVMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Principal – o Current Non-current Taxpayer – Interest Type of Payment of Noninal Effective 1D Number Country Merurity Rate Currency Amount amortization interest Interest Rate | Interest Rate balance balance Thuss$ ThUs$
144-A REG.S Luxembourg 1142020| Fixed US$ 1,000,000,000 | At Maturity Semi-annual 3.88% 4.01% 213,679 –
144-A REG.S Luxembourg 7172022| Fixed US$ 1,250,000,000 | At Maturity Semi-annual 3.00% 3.13% 4,511 327,989
144-A REG.S Luxembourg 8132023| Fixed US$ 750,000,000 | AtMaturity Seni-annual 4.50% 4.36% 6,666 387,473
144-A REG.S Luxembourg 792024| Fixed EUR 600,000,000 | At Maturity Annual 2.25% 2.48% 7,923 731,581 BCODE-B Chile 412025| Fixed U.F. 6,900,000 | At Maturity Semi-annual 4.00% 3.24% 2,821 289,816
144-A REG.S Luxembourg 9162025| Fixed US$ 2,000,000,000 | AtMaturity Seni-annual 4.50% 4.74% 8,836 669,236 BCoDE-C Chile 8242026| Fixed U.F. 10,000,000 | AtMaturity Semi-annual 2.50% 2.48% 3,561 423,061
144-A REG.S Luxembourg 812027| Fixed US$ 1,500,000,000 | At Maturity Semi-annual 3.63% 4.18% 19,215 1,232,545 REG.S Luxembourg 8232029| Fixed US$ 130,000,000 | AtMaturity Seni-annual 2.87% 2.97% 1,318 128,965
144-A REG.S Luxembourg 9302029| Fixed US$ 1,100,000,000 | AtMaturity Semi-annual 3.00% 3.14% 8,387 1,088,210
144-A REG.S Luxembourg 1142030| Fixed US$ 1,000,000,000 | At Maturity Seni-annual 3.15% 3.28% 14,295 989,641
144-A REG.S Luxembourg 1152031| Fixed US$ 800,000,000 | At Maturity Seni-annual 3.75% 3.79% 19,606 796,944 REG.S Luxembourg 1172034| Fixed HKD 500,000,000 | At Maturity Annual 2.84% 2.92% 276 63,901
144-A REG.S Luxembourg 9212035| Fixed US$ 500,000,000 | At Maturity Seni-annual 5.63% 5.78% 7,847 492,434
144-A REG.S Luxembourg 10242036| Fixed US$ 500,000,000 | At Maturity Seni-annual 6.15% 6.22% 5,745 496,666 REG.S Luxembourg 7222039| Fixed AUD 70,000,000 | AtMaturity Annual 3.58% 3.64% 852 53,269
144-A REG.S Luxembourg 7172042| Fixed US$ 750,000,000 | AtMaturity Seni-annual 4.25% 4.41% 14,465 733,891
144-A REG.S Luxembourg 10182043| Fixed US$ 9250,000,000 | At Maturity Seni-annual 5.63% 5.76% 10,864 933,908
144-A REG.S Luxembourg 1142044| Fixed US$ 980,000,000 | At Maturity Seni-annual 4.88% 5.01% 7,523 961,808
144-A REG.S Luxembourg 812047| Fixed US$ 1,250,000,000 | At Maturity Seni-annual 4.50% 4.73% 23,387 1,206,748 144 – REGS Luxembourg 5182048| Fixed US$ 600,000,000 | At Maturity Seni-annual 4.85% 4.91% 3,457 594,582
144-A REG.S Luxembourg 252049| Fixed US$ 1,300,000,000 | At Maturity Seni-annual 4.38% 4.97% 22,873 1,184,160
144-A REG.S Luxembourg 1302050| Fixed US$ 1,900,000,000 | AtMaturity Semi-annual 3.70% 3.89% 29,418 1,836,175
144-A REG.S Luxembourg 1152051| Fixed US$ 500,000,000 | At Maturity Seni-annual 3.15% 3.49% 776 444,910 TOTAL 438,301 16,067,913|
Nominal and effective interest rates presented above correspond to annual rates.
F-188
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED HINANCIAL STATEVMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2019, the details of loans from financial institutions and bond obligations are as follows:
12312019 Tr econtry nana Institution mauri OS | rency o Type of amortization Paymentof | Nominal | Effective A Dali Number Rate Interest | Interest Rate | Interest Rate entities ThUS$ Thuss
97.036.000-K [chile Blateral Credit | Santander Chile az712020 | Floaing | us$ | 100,000,000| Mawriyy Sentamual | 236% 2.30% 100,597 –
97.018.000-1 [Chile Bilateral Credit | Scotiabank Chile 97I2020 | Floaing | US$ | 100,000,000| Matrity Sentamual | 234% 2.34% 100,753 –
97.018.000-1 [Chile Bilateral Credit | Scotiabank Chile 9142020 | Floaing | US$ | 65,000,000 Mawriy Senianual | 240% 2.40% 65,473 –
97.018.000-1 [Chile Bilateral Credit | Scotiabank Chile 12202020 | Floaing | US$ | 200,000,000| Mawrity Seniamual | 263% 2.63% 300,241. – Foreign |USA Bilateral Credit | MUFG Bank Ltd. 9302021 | Floaing | US$ | 250,000,000| Matriyy Senianual | 2.96% 3.06% 3,409 249,690 Foreign |USA Bilateral Credit | Export Dev Canada 1132021 | Floaing | US$ | 300,000,000| Matriyy Sentamual | 254% 272% 1,205 299,265 Foreign [Cayman Istand | Bilateral Credit | Scotiabank 8. Trust(Cayman) Ltd 4132022 | Floaing | US$ | 200,000,000| Mawrity Quarterly 2.65% 2.86% 1,701 208,824 Foreign [Japan Bilateral Credit | Japan Bank International Cooperation | 5242022 | Floaing | us$ | 224,000,000| e. Yearly principal Pres lena | 234% 2.53% 32,187 47,833 2015 to he present Foreign |USA Bilateral Credit | Export Dev Canada 7172022 | Floaing | US$ | 200,000,000| Matriyy Seniamual | 283% 2.95% 3,774 299,550 Foreign – [Panama Bilateral Credit | Banoo Latinoarrericano de Comerdo – | 12182026 | Floaing | us$ | 75,000,000 Mawriy Sentamual | 310% 3.28% 7 74,401 Foreign |USA Bilateral Credit | Export Dev Canada 10252028 | Floaing | US$ | 200,000,000| Mawrity Seniamual | 3.40% 352% 4,505 298,390 Foreign |USA Bilateral Credit | Export Dev Canada 7252029 | Floaing | US$ | 300,000,000| Matiyy Seniamual | 3.42% 3.62% 4,308 296,200 Foreign – [Holanda Bilateral Credit | Oriente Copper Netherlands BV. 11262082 | Fixed | us$ | 874,959,000|Seri-annual Seniamual | 3.25% 5.42% 47,829 544,104 TOTAL 666,144] 2,408,267]
F-189
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED HINANCIAL STATEVMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Taxpayer o Interest Principal Type of Payment of Nominal Effective Current | Non-current Country Maturity Amount o – balance balance 1D Number Rate Currency amortization interest Interest Rate | Interest Rate ThUS$ ThUS$
144-AREGS Luxembourg 1142020 Fixed US$ 1,000,000,000 At Maturity Semi-amnual 3.75% 3.89% 396,742 –
144-AREGS Luxembourg 1142021 Fixed US$ 1,150,000,000 At Maturity Semi-amnual 3.88% 4.02% 1,377 226,416
144-AREGS Luxembourg 7172022 Fixed US$ 1,250,000,000 At Maturity Semi-amnual 3.00% 3.16% 4,978 410,882
144-AREGS Luxembourg 8132023 Fixed US$ 750,000,000 At Maturity Semi-amnual 4.50% 4.74% 4,627 332,188
144-AREGS Luxembourg 792024 Fixed EUR 600,000,000 At Maturity Annual 2.25% 2.48% 7,236 666,384 BCODE-B Chile 412025 Fixed UF. 6,900,000 At Maturity Semi-anmnual 4.00% 3.24% 2,595 270,374
144-AREGS Luxembourg 9162025 Fixed US$ 2,000,000,000 At Maturity Semi-amnual 4.50% 4.73% 14,003 1,055,236 BCODE-C Chile 8242026 Fixed UF. 10,000,000 At Maturity Semi-anmnual 2.50% 2.48% 3,292 394,774
144-AREGS Luxembourg 812027 Fixed US$ 1,500,000,000 AtMaturity Semi-anmnual 3.63% 4.20% 22,607 1,443,875 REG.S Luxembourg 8232029 Fixed US$ 130,000,000 At Maturity Semi-amnual 2.87% 2.98% 1,328 128,808
144-AREGS Luxembourg 9302029 Fixed US$ 1,100,000,000 AtMaturity Semi-anmual 3.00% 3.14% 8,385 1,087,092 REG.S Luxembourg 1172034 Fixed HKD 500,000,000 At Maturity Annual 0.00% 0.00% 275 63,593
144-AREGS Luxembourg 9212035 Fixed US$ 500,000,000 At Maturity Semi-anmnual 5.63% 5.78% 7,804 492,115
144-AREGS Luxembourg 10242036 Fixed US$ 500,000,000 At Maturity Semi-anmnual 6.15% 6.22% 5,713 496,544 REG.S Luxembourg 7222039 Fixed AUD 70,000,000 At Maturity Annual 0.00% 0.00% 783 48,519
144-AREGS Luxembourg 7172042 Fixed US$ 750,000,000 At Maturity Semi-amnual 4.25% 4.41% 14,465 733,450
144-AREGS Luxembourg 10182043 Fixed US$ 50,000,000 At Maturity Semi-anmnual 5.63% 5.76% 10,804 933,573
144-AREGS Luxembourg 1142044 Fixed US$ 980,000,000 At Maturity Semi-anmnual 4.88% 5.01% 7,481 961,425
144-AREGS Luxembourg 812047 Fixed US$ 1,250,000,000 AtMaturity Semi-anmual 4.50% 4.73% 23,387 1,205,925 144 – REGS Luxembourg 5182048 Fixed US$ 600,000,000 At Maturity Semi-anmnual 4.85% 4.91% 3,438 594,487
144-AREGS Luxembourg 252049 Fixed US$ 1,300,000,000 AtMaturity Semi-anmual 4.38% 4.97% 22,874 1,182,292
144-AREGS Luxerrbourg 1302050 Fixed US$ 900,000,000 AtMaturity Sentannual 3.70% 3.78% 8,393 889,406 TOTAL 572,587 | 13,617,358|
Nominal and effective interest rates presented above correspond to annual rates.
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
F-190
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
12342020 Current Non-current Effective Noninal Payments of Less than More than More than 5| Non-current| Debtor’s Name Currency |. Current total] 1to3years| 3to 5 years interest rate Rate Interest 90 days 90 days years total
Japan Bank International Cooperation US$ 0.86% 0.70% Seni-annual – 32,283] 32,283] 16,057| – – 16,057| Banco Latinoamericano de Comercio US$ 161% 146% Serri-annual – 1,113] 1,113] 2,220| 1,667| 76,658] 80,545] Export Dev Canada US$ 1.43% 136% Quarterly 1,045] 3, 102] 4,147 8,295] 8,307 307,250| 323,852] Export Dev Canada US$ 1.52% 143% Quarterly 1,097| 3,257 4,354] 8,708] 8,720] 313,051] 330,479] Export Dev Canada US$ 1.59% 1.43% Quarterly – 3,252] 3,252] 8,696] 8,707| 317,343] 334,746] BONO 144-A REG.S 2021 US$ 4.01% 3.88% Seni-annual – 220,859] 220,859] – – – – BONO 144-A REG.S 2022 US$ 3.13% 3.00% Seni-annual 4,929] 4,929] 9,858] 338,482] – – 338,482] BONO 144-A REG.S 2023 US$ 4.36% 4.50% Seni-annual 8,689] 8,689] 17,378] 34,756| 386,183] – 420,939] BONO 144-A REG.S 2025 US$ 4.74% 4.50% Seni-annual 15,212 15,212 30,424] 60,849] 736,951] – 797,800| BONO 144-A REG.S 2027 US$ 4.18% 3.63% Seni-annual 23,070] 23,070] 46,140| 92,281| 92,281| 1,365, 127| 1,549,689] BONO REG.S 2029 US$ 2.97% 2.87% Seni-annual 1,865| 1,865| 3,730| 7,459] 7,459] 144,919] 159,837 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Seni-annual 16,500| 16,500| 33,000] 66,000] 66,000] 1,232,000] 1,364,000] BONO 144-A REG.S 2030 US$ 3.28% 3.15% Seni-annual 15,750] 15,750] 31,500| 63,000] 63,000] 1,141,750| 1,267,750] BONO 144-A REG.S 2031 US$ 3.79% 3.75% Seni-annual 15,000| 15,000| 30,000] 60,000] 60,000] 965,000| 1,085,000] BONO 144-A REG.S 2035 US$ 5.78% 5.63% Seni-annual 14,063] 14,063] 28,126] 56,250| 56,250| 781,250] 893, 750| BONO 144-A REG.S 2036 US$ 6.22% 6.15% Seni-annual – 30,750] 30,750| 61,500| 61,500| 838,250] 961,250| BONO 144-A REG.S 2042 US$ 4.41% 4.25% Serri-annual 15,938] 15,938] 31,876| 63,750| 63,750| 1,291,875| 1,419,375| BONO 144-A REG.S 2043 US$ 5.76% 5.63% Seni-annual – 53,438] 53,438] 106,875| 106,875] 1,911,875] 2,125,625| BONO 144-A REG.S 2044 US$ 5.01% 4.88% Seni-annual – 47,775| 47,775| 95,550| 95,550| 1,887,725| 2,078,825| BONO 144-A REG.S 2047 US$ 4.73% 4.50% Seni-annual 28,125] 28,125] 56,250] 112,500| 112,500| 2,487,500| 2,712,500| BONO 144 REG.S 2048 US$ 4.91% 4.85% Seni-annual – 29,100| 29,100| 58,200| 58,200| 1,254, 750| 1,371,150| BONO 144-A REG.S 2049 US$ 4.97% 4.38% Seni-annual 28,438] 28,438] 56,876] 113,750] 113,750] 2,636,563| 2,864,063| BONO 144-A REG.S 2050 US$ 3.89% 3.70% Seni-annual 35,150] 35,150] 70,300] 140,600| 140,600| 3,622,350| 3,903,550| BONO 144-A REG.S 2051 US$ 3.49% 3.15% Seni-annual – 7,875] 7,875] 31,500| 31,500| 901,625| 964,625] Oriente Copper Netherlands B.V. US$ 5.42% 3.25% Seni-annual – 69,775| 69,775| 135,320] 129,589] 408,051| 672,960| Total ThUSS 224,871) 725,308| 950,179| 1,742,598] 2,409,339] 23,884,912 28,036,849]
BONO 144-A REGS 2024
BONO REG.S 2039
BONO REG.S 2034
8,004,
19,
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Nominal and effective interest rates presented above correspond to annual rates.
12312019 Current Non-current Effecive Norrinal Paymentsof | Lessthan90| More than 90 Morethan 5 | Nor-current Crediitor Name Currency Currenttotal | 1t03years| 3to5years Interest Rate | Interest Rate Interest days days years total Santander Chile US$ 2.36% 2.36% Serri-annual 101,165] – 101,165] – – – – ¡Scotiabank Chile US$ 2.34% 2.34% Serri-annual 101,182] – 101,182] – – – – Scotiabank Chile US$ 2.40% 2.40% Serri-annual 65,790 – 65,790] – – – – Scotiabank Chile US$ 2.63% 2.63% Serri-annual – 304,054] 304,054] – – – – MUFG Bank LTD US$ 3.06% 2.96% Serri-annual 3,840] 3,737 7,577] 261,212 – – 261,212 Export Dev Canada. US$ 2.72% 2.54% Serri-annual – 7,757 7,757) 307,715 – – 307,715 ¡Scotiabank £: Trust (Cayman) Ltd US$ 2.88% 2.65% Quarterly 1,988] 6,053] 8,041] 312,062 – – 312,062 Japan Bank International Cooperation US$ 2.53% 2.34% Serri-annual – 33,720 33,720] 49,137 – – 49,137 Export Dev Canada. US$ 2.95% 2.83% Serri-annual 4,411| 4,298] 8,704| 317,291, – – 317,291, Export Dev Canada. US$ 3.52% 3.40% Serri-annual 5,213] 5,156] 10,369] 20,711, 346,607| 388,001, Export Dev Canada. US$ 3.62% 3.42% Serri-annual 5,244| 5,187 10,431] 20,833] 351,897| Banco Latinoamericano de Comercio US$ 3.28% 3.10% Serri-annual – 2,380] 2,380 4,722| 3,545] 80,886 BONO 144-A REG.S 2020 US$ 3.89% 3.75% Serri-annual – 409,690] 409,690]| – – – – BONO 144-A REG.S 2021 US$ 4.02% 3.88% Serri-annual – 8,796 8,796| 235,777 – – 235,777 BONO 144-A REG.S 2022 US$ 3.16% 3.00% Serri-annual 6,187 6,187 12,374] 437,224| – – 437,224| BONO 144-A REG.S 2023 US$ 4.74% 4.50% Serri-annual 7,535] 7,535] 15,070] 30,138| 349,940] – 380,078] BONO 144-A REG.S 2025 US$ 4.75% 4.50% Serri-annual 24,044] 24,044] 48,oss| 96,174! 96,174 1,116,688] 1,309,036 BONO 144-A REG.S 2027 US$ 4.20% 3.63% Serri-annual 27,188] 27,188] 54,376] 108,750| 108,750| 1,663,125] 1,880,625 REG.S 2029 US$ 2.98% 2.87% Serri-annual 1,865| 1,865| 3,730] 7,459] 7,459] 148,649] 163,567| BONO 144-A REG.S 2029 US$ 3.14% 3.00% Serri-annual 16,500] 16,500] 33,000] 66,000] 66,000 1,265,000] 1,397,000| BONO 144-A REG.S 2035 US$ 5.78% 5.63% Serri-annual 14,063] 14,068] 28,126] 56,250] 56,250] 809,375] 921,875 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Serri-annual – 30,750] 30,750] 61,500] 61,500 869,000] 992,000] BONO 144-A REG.S 2042 US$ 4.41% 4.25% Serri-annual 15,938] 15,938] 31,876] 63,750] 63,750 1,323,750] 1,451,250] BONO 144-A REG.S 2043 US$ 5.76% 5.63% Serri-annual – 53,438] 53,438] 106,875] 106,875] 1,965,313| 2,179,063] BONO 144-A REG.S 2044 US$ 5.01% 4.88% Serri-annual – 47,775 47,775| 95,550] 95,550] 1,935,500] 2,126,600] BONO 144-A REG.S 2047 US$ 4.73% 4.50% Serri-annual 28,125] 28,125] 56,250] 112,500] 112,500] 2,543,750] 2,768,750] BONO 144 REGS 2048 US$ 4.91% 4.85% Serri-annual – 29,100] 29,100] 58,200] 58,200] 1,283,850] 1,400,250] BONO 144-A REG.S 2049 US$ 4.97% 4.38% Serri-annual 28,438] 28,438] 56,876] 113,750| 113,750| 2,693,438| 2,920,938| BONO 144-A REG.S 2050 US$ 3.78% 3.70% Serri-annual 11,100] 22,261 33,361] 66,782 66,782 1,745,911] 1,879,476| Oriente Copper Netherlands B.v. US$ 5.42% 3.25% Serri-annual 72,705 72,705] 141,137| 135,320] 537,640] 814,097 Total ThUS$ 469,816 1,216,735] 1,686,551] 3,151,442 1543,889| 20,680,379| 25,375,711]
1
BONO 144-A REG.S 2024
REG.S 2039
REG.S 2034
Nominal and effective interest rates presented above correspond to annual rates.
F-192
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
13.
14.
The table below details changes in CODELCO’s financing activities in the statement of cash flow, including both cash and non-cash changes for the years ended December 31, 2020 and 2019:
Changes that do not represent cash flow Flows of Effective Interest Final Balance at Brealcout of financial activities | “Wal Balance at cash Financial Cost | Exchange Fair Value – | accretiontamortization Other 1112020 From Used Total (1 Difference | Adjustment | notcash flowrelated 1213112020 ThUS$ THUSS | Thus$ | TRUS$ ThUS$ ThUS$ ThUS$ Thus$ ThUS$ ThUS$ Loans with fnancialinsituñons 3,074,411] – 565,000 | (2,146,160)[ (1,581,160) 70,966 – 3,643 2,582 1,570,442 Bond Oblgations 14,189,945 | 3,431,000 | (1,820,394)| 1,601,606 685,122 121,266 – (91,725) 16,506,214 Hedge Obigatons 157,826 -| (5729)| (25729) 23,202 (64,492) 37,634 – 767 129,208 Paid Dividends (239,076)| (239,076) – – – – – Financial assets for hedge derivaives (82,584) – – – (56,774) 11,175 681 (127.502) Leases 432,871 (132,263)| (132263) 19,572 18,603 – 146,225 485,008 [Capital contribution – – – – – – ¡Oher 58,864 -| (161,278)] (161,273) – – – – 158,878 56,469 Total break-out of financial activities 17,831,333 | 3,996,000 | (4,533,895)| (537,895) 798,862 18,603 48,809 (88,082) 309,133 18,619,839 Changes that do not represent cash flow Flows of Financial Cost Fair Value Effective Interest Final Balance at Brealcout of financial activities | “Wal Balance at cash rn Exchange | Adjustment | accretiontamortization Other 1112019 From Used Total Difference not cash flow related 1213112019 ThUS$. Tnuss | Thus$ | Tnuss ThUS$ ThUS$ ThUS$ Thus$ ThUS$ ThUS$
Loans with fnancialinsituñons 2,511,949] 840,000 | (386,625)| – 453,375 104,592 – 1,606 2,889 3,074,411 Bond Oblgatons 12,745,736 | 3,543,199 | (2,610,321) – 932,878 591,920 (45,137) – (35,452) 14,189,945 Hedge Obigatons 116,132 -| (21167) | – (21167) 21,556 13,142 27,575 – 588 157,826 Paid Dividends – – – – – – – – Financial assets for hedge derivaives (107,700) – – – 31,438 (6,322) (82,584) Leases 107,839 -| (128,181)| (148181) 31,416 (18,114) – 459,911 432,871 [Capial contibuton -| 400,000 -| 400,000 – – – – Other 64,343 -| (5488)] (75483) 51,082 – – – 18,922 58,864 Total break-out of financial activities 15,438,299 | 4,783,199 | (3,241,777) 1,541,422 800,566 (18,671) 21,253 (33,846) 482,310 17,831,333
(1) The finance costs consider the capitalization of interest, which for the years ended December 31, 2020 and 2019, amounted to ThUS$223,931 and ThUS$367,548 respectively.
Fair Value of financial assets and liabilities
The carrying amount of financial assets is a reasonable approximation to their fair value, therefore, no additional disclosures are required in accordance with IFRS 7 with respect thereto.
Regarding financial liabilities, the following table shows a comparison as of December 31, 2020 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value, which fair value estimate complies with Level 1 definition in the hierarchy defined in Note 14.
Comparison value book vs fair value | Accounting treatment for ano Fair value as of December 31, 2020 valuation ThUS$ ThUS$ Financial liabilities: Bond Obligations Amortized cost 16,506,214 19,389,790
Fair value hierarchy
The estimated fair value for the Corporation’s portfolio of financial instruments is based on valuation techniques and observable inputs. Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:
F-193
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
+ Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
+ Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i,e, as prices) or indirectly (i,e, derived from prices).
+ Level 3: Inputs are significant unobservable inputs for the asset or liability.
The following table presents financial assets and liabilities measured at fair value as of December 31, 2020:
Financial instruments measured at 12812020 fair value Level 1 Level 2 Level 3 Total ThUS$ ThUS$ ThUS$ ThUS$
Financial Assets
Provisional price sales contracts – 915,454 – 915,454 Cross Currency Swap – 127,502 – 127,502 Metal futures contracts 3,612 – 3,612 Financial Liabilities
Metal futures contracts 1,812 1,001 – 2,813 Cross Currency Swap – 129,208 – 129,208
There were no transfers between the different levels during the years ended December 31, 2020.
15. Trade and other payables
The detail of trade and other current payables as of December 31, 2020 and 20109, is as follows:
Currents Items 12312020 | 12312019 ThUus$ ThUs$ Trade payables 1,176,101 1,150,047 Payables to employees 29,318 8,390 Withholdings 100,014 113,147 Withholding taxes 87,634 76,387 Other payables 105,218 72,944 Total 1,498,285 1,420,915
F-194
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
16. Other provisions
The detail of other current and non-current provisions as of December 31, 2020 and 2019, is as follows:
Current Non-current Other Provisions 12312020 | 12312019 | 12312020 | 12312019 ThUS$ ThUS$ ThUs$ ThUs$ Sales-related provisions (1) 8,734 2,932 Operating (2) 307,004 260,973 Law No. 13196 130,854 109,643 – – Other provisions 115,435 128,624 468 2,320 Decommissioning and restoration (3) – – 2,232,942 2,038,483 Legal proceedings – – 61,097 49,684 Total 562,027 502,172 2,294,507 2,090,487
(1) Corresponds to sales-related accruals, which includes charges for freight, loading, and unloading that were not invoiced at the end of the period.
(2) Corresponds to a provision for customs duties, freight on purchases, electricity, among others.
(3) Corresponds to a provision for future decommissioning and site restoration costs primarily related to tailing dams, closures of mine operations and other mining assets. The amount of the provision is the present value of future expected cash flows discounted at a pre-tax rate of 0.86% for the obligations in Chilean currency and 1.13% for the obligations in U.S. dollar. Both, discount rates reflect the corresponding assessments of the time value of money and the risks specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been made. The discount period varies between 10 and 62 years.
The Corporation determines and recognized this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
Changes in Other provisions, were as follows:
112020 12312020 Changes Other Decommissionin Provisions, non- gand Contingencies Total current restoration ThUus$ ThUS$ ThUus$ ThUS$ Opening balance 2,320 2,038,483 49,684 2,090,487 Cost Capitalization of the period – 486 – 486 Closing provision adjustment 83,949 83,949 Financial expenses 30,322 – 30,322 Payment ofliabiliies – – (2,873) (2,873) Foreign currency translation 7 80,289 (25) 80,271 Provision decrease (2,375) – – (2,375) Other increases (decreases) 516 (587) 14,311 14,240 Closing Balance 468 2,232,942 61,097 2,294,507
F-195
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
17. Employee benefits
a. Provisions for post-employment benefits and other long term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees regardless of the reason for employee’s departure. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs.
Both long-term employee benefits are stated in the terms of employment contracts and collective bargaining agreements as agreed to by the Corporation and its employees.
These defined benefit liabilities are recognized in the statement of financial position, at the present value of the defined benefit obligation. The discount rate applied is determined by reference to the market yields of government bonds in the same currency and estimated term of the post-employment benefit obligations.
The defined benefit obligations are denominated in Chilean pesos, therefore the Corporation is exposed to foreign exchange rate risk.
Actuarial gains and losses resulting from changes in actuarial assumptions and experience adjustments are recognized in other comprehensive income and are not subsequently reclassified to profit or loss.
For the years ended December 31, 2020 and 2019, there were no significant changes in post- employment benefits plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
12312020 12312019 Assumptions Retirement Health plan Retirement Health plan plan plan
Annual Discount Rate 3.21% 3.21% 3.68% 3.68% Voluntary Annual Turnover Rate for Retirement (Men) 5.00% 5.00% 5.00% 5.00% Voluntary Annual Turnover Rate for Retirement (Women) 5.90% 5.90% 4.70% 4.70% Salary Increase (real annual average) 3.06% 3.06% 3.26% 3.26% Future Rate ofLong-Term Inflation 2.80% 2.80% 3.00% 3.00% Infation Health Care – 4.85% – 5.05% Mortality tables used for projections CB14-RV14 | CB14-RV14 | CB14-RV14 | CB14-RV14 Average duration of future cash flows (years) 7.85 17.96 7.21 17.13 Expected Retirement Age (Men) 60 60 60 60 Expected Retirement Age (Women) 59 59 59 59
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile.
The annual inflation corresponds to the long-term expectation set by the Central Bank of Chile and
F-196
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) corresponds to the market expectation as of December 31, 2020. The turnover rates were determined using the past three years of historical experience of the Corporation’s employee departure behavior.
The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The period over which the obligation is being amortized corresponds to the estimate of the period over which the cash flows will occur.
b. The detail of current and non-current provisions for employment benefits as of December 31, 2020 and 2019, is as follows:
Current Non-current Accrual for employee benefits 12312020 | 12312019 | 12312020 | 12312019 ThUS$ ThUS$ ThUS$ ThUS$
Employees’ collective bargaining agreements 182,905 181,040 – – Employee pension 28,840 21,904 620,940 704,877 Bonus 59,771 35,195 – – Vacation 155,069 143,971 – – Medical care programs (1) 591 497 607,403 561,709 Retirement plans (2) 20,694 37,479 8,994 8,181 Other 12,908 15,479 6,603 8,590 Total 460,778 435,565 1,243,940 1,283,357
(1) Corresponds to a provision recognized for the obligations with health care institutions as agreed with current and former employees.
(2) Correspond to the provision recognized for early retirement benefits provided to employees.
The reconciliation of the present value of the retirement plan and post-employment benefit obligation, is as follows:
112020 112019 12312020 12312019 Movements Retirement Health plan Retirement Health plan plan plan ThUs$ ThUs$ ThUs$ ThUs$ Opening balance 726,781 562,206 829,507 496,783 Service cost 69,170 47,094 51,086 39,980 Financial cost 3,705 3,379 15,512 9,290 Paid contributions (179,618) (31,308) (115,970) (44,275) Actuarial (gains)losses 5,486 (5,845) 4,828 93,889 Subtotal 625,524 575,526 784,963 595,667 (Gains) Losses on foreign exchange rate 24,256 32,468 (58,182) (33,461) Final Total 649,780 607,994 726,781 562,206
F-197
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The balance of the defined benefit liability as of December 31, 2020, comprises a short term portion of ThUS$28,840 and ThUS$591 for the severance indemnity and the medical care plan, respectively. The expected amount of the defined benefit liability projected at December 31, 2021, consists of ThUS$722,896 for the severance indemnity and ThUS$575,867 for the medical care plan. The expected monthly average future disbursements related to defined benefit plans are of ThUS$2,403 for severance indemnity and of ThUS$49 for medical care.
In relation to the actuarial loss (gain), its results are composed of the following concepts:
12312020 12312019 Technical remedies Retirement plan | Health plan | Retirement plan | Health plan ThUs$ ThUs$ ThUS$ ThUS$ Reassessment of demographic assumptions 159 18,644 (11,513) Revaluation of financial assumptions 1,916 (25,890) 7,262 9,365 Reassessment by experience 3,411 1,401 9,079 84,524 Total net effect 5,486 (5,845) 4,828 93,889
The following table sets forth the sensitivity analysis of the value of each line item for a change in estimates, respectively, from the medium (used in the estimate recorded) to the low and from the medium to the high; the second to the last column represents the change between the low and medium and the last column represents the change between the medium and the high:
Severance Benefits for Years of Service Low Medium High Reduction Increase
Financial effect on interest rates 2.965% 3.215% 3.465% 1.44% -1.39% Financial efect on the real increase in income 2.807% 3.057% 3.307% -1.24% 1.27% Demographic effect of job rotations 4.590% 5.090% 5.590% 0.15% -0.13% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile 25.00% 0.04% -0.04% Health Benefits and Other Low Medium High Reduction Increase
Financial effect on interest rates 2.965% 3.215% 3.465% 1.04% -1.00% Financial effect on health inflaton 2.711% 3.211% 3.711% -11.31% 14.29% Demographic effect, planned retirement age 5857 6059 6261 3.55% -3.61% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile 25.00% 10.90% -7.45%
Cc. Retirement benefits provision
The Corporation under its operational optimization programs seeks to reduce costs and increase labor productivity, and through the incorporation of modern technologies andor best management practices has established employee retirement programs by making corresponding modifications to employment contracts or collective bargaining agreements, with benefits encouraging early retirement. The early retirement plans are recognized as a liability and expense as the Corporation can no longer withdraw the offer of those benefits.
F-198
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2020 and 2019, the retirement plan provision current balance was ThUS$20,694 and ThUS$37,479, respectively, while the non-current balance was ThUS$8,994 and ThUS$8,181, respectively. The non-current amounts recognized have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of December 31, 2020 and 2019.
d. Employee benefits expenses
The employee benefit expenses recognized for the years ended December 31, 2020 and 2019, are as follows:
112020 112019 ens PY o 123112020 | 1213112019 poy ThUS$ ThUS$ Benefits – Short term 1,337,651 1,519,659 Benefits – Post employment 47,094 39,980 Benefits – Early retirement 106,168 100,747 Benefits by years of service 69,170 51,086 Total 1,560,083 1,711,472
18. Equity
The Corporation’s total equity as of December 31, 2020 is ThUS$11,626,491 (ThUS$11,634,677 as of December 31, 2019).
In accordance with article 6 of Decree Law 1350 of 1976, it is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference, and keeping in mind the Corporation’s balance sheet for the immediately preceding year and aiming to ensure its competitiveness, before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization funds and reserves shall be determined by decree from the Ministries of Mining and Treasury.
Net income shown in the balance sheets, after deducting the amounts referred to in the previous paragraph, shall belong to the State and becomes part of the Nation’s general income.
Pursuant to the Exempt Decree No. 184 of June 27, 2014 of the Ministry of Finance, the Corporation was authorized to capitalize US$200 million of the net profit of the financial statements as of December 31, 2013,
On October 24, 2014, the President of the Republic of Chile signed Law No. 20790. Such Law sets forth an extraordinary capital contribution of up to US$3 billion for the Corporation during the period of 2014-2018.
The resources obtained from such capital contribution, together with the capitalization of the profits obtained during such period up to US$800 million. At December 31, 2014, there were no capitalized resources under such statute.
F-199
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On October 16, 2018, the Ministry of Finance issued Exempt Decree 311 in which it has an extraordinary capital contribution for Codelco pursuant to Law No. 20,790 of US$1,000 million, which will be made in a first part for US$600 million and in a second part for US$400 million, and which were received on December 26, 2018 and February 26, 2019 respectively.
During fiscal year 2020, payments were made to the Treasury for a total of ThUS$239,076 for dividends charged to 2020 profits. In fiscal year 2019 there were no dividend payments.
As of December 31, 2020, there is a balance in favor of Codelco of ThUS$159,223 for dividends paid in excess. As of December 31, 2019, the balance in favor is ThUS$163,140.
The consolidated statement of changes in equity discloses the changes in the Corporation’s equity.
The movement and composition of other equity reserves is presented in the consolidated statement of changes in equity.
Reclassification adjustments from other comprehensive income to income for the years meant a loss of ThUS$877 and a gain of ThUS$3,337 for the years ended December 31, 2020 and 2019, respectively.
a) Other reserves
The detail of other reserves as of December 31, 2020 and 2019, is as follows:
Other Reserves 12312020 | 12312019 ThUS$ ThUS$ Reserve on exchange differences on translation (2,939) (6,672) Reserve ofcash fiow hedges 2,988 19,506 Capitalization fund and reserves 4,962,393 4,962,393 Reserve of remeasurement of defined benefit plans (305,556) (305,770) Other reserves 619,936 622,290 Total other reserves 5,276,822 5,291,747
b) Non-controlling interests
The detail of non-controlling interests, included in equity and profit or loss, as of and for each reporting period, is as follows:
Societies pto Net equity Gain (loss) 12312020 | 12312019 | 12312020 | 12312019 112020 112019 12312020 | 12312019 % % ThUS$ ThUs$ ThUs$ ThUus$ Inversiones Gacrux SpA 32.20% 32.20% 924,924 919,764 13,864 7,905 Other – – 18 (7) 24 (14) Total 924,942 919,757 13,888 7,891
F-200
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
For the years ended December 31, 2020, Inversiones Gacrux SpA, made an equity distribution of ThUS$7,567 paid to non-controlling interests.
The percentage of non-controlling interest in Inversiones Mineras Becrux SpA (previously Inversiones Mineras Acrux SpA) generates a non-controlling interest in our subsidiary Inversiones Gacrux SpA, which presents the following figures relating to its statement of financial position, statement of comprehensive income and cash flows:
Assets and liabilities 12312020 | 12312019
ThUS$ ThUS$ Current Assets 325,385 227,367 Non-current assets 2,790,802 2,855,708 Currentliabiliies 221,242 157,345 Non-current liabilities 516,030 554,890
112020 112019
Results 12312020 | 12312019 Thus$ Thus$ Revenues 741,628 682,079 Expenses (722,455) (681,954) Profit ofthe year 19,173 125
112020 112019
Cash flow 12312020 | 12312019 ThUS$ ThUS$ Net cash flow from operating activities 31,745 84,426 Net cash flow from (using) investing activities 90,781 (42,403) Net cash flow using financing activities (78,932) (128,413)
19, Revenue
Revenues for the years ended December 31, 2020 and 20109, are as follows:
112020 112019 Item 12312020 12312019 ThUS$ ThUS$ Revenue from sales of own copper 11,771,832 10,392,975 Revenue from sales ofthird-party copper 1,234,329 1,006,199 Revenue from sales of molybdenum 527,058 595,967 Revenue from sales of other products 636,407 520,351 Gain in futures market 3,542 9,439 Total 14,173,168 12,524,931
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue ¡is presented in explanatory note No.24 Operating Segments.
F-201
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
20. Expenses by nature
Expenses by nature for the years ended December 31, 2020 and 2019, are as follows:
112020 112019 Item 12312020 | 12312019
ThUS$ ThUs$ Short-term benefits to employees 1,337,651 1,519,659 Depreciation 2,452,786 2,217,265 Amortization 2,284 2,804 Total 3,792,721 3,739,728
21. Asset impairment
As of December 31, 2020, the Corporation made a calculation of the recoverable amount of its cash- generating unit, Ventanas Division, in order to verify the existence of an impairment in the value of the assets associated with said division. Said recoverable amount amounted to US$140 million, which when compared with the book value of the assets of the cash-generating unit of US$164 million, an impairment of US$24 million (before tax) was determined, which was recorded in the caption Other expenses by function, of the comprehensive income statements for the year 2020 (note 22b).
The recoverable amount determined corresponds to the value in use using a 7.09% annual discount rate before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of acid, cost of treatment and refining, exchange rates and discount rates.
As of December 31, 2020 and 2019, there are no indications of additional impairments or reversals of impairment recognized in previous years, for the rest of the cash-generating units, as well as for their associates.
22. Other income and expenses by function
Other income and expenses by function for the years ended December 31, 2020 and 2019, are as follows:
a) Other income by function
112020 112019 Item 12312020 12312019 ThUuss$ Thuss$ Penalties to suppliers 9,062 27,954 Delegated Administration 3,975 4,713 Miscellaneous sales (net) 22,058 39,870 Insurance claims for claims – 27,054 Customer recovery – 7,836 Reversal of provisions 2,570 – Gain on sale of shares of related companies (Note 9) – 103,151 Material Return 6,642 43,510 Insurance case compensation 10,962 – Reverse site closure update – 33,993 Other miscellaneous income 42,052 72,609 Total 97,321 360,690
F-202
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Other expenses by function
112020 112019 Item 12312020 | 12312019 ThUS$ ThUus$ Law No. 13196 (1,047,663) (935,599) Research expenses (46,625) (85,621) Bonus for the end of collective bargaining (18,395) (109,651) Expenses plan (106,168) (100,747) Write-off of investment projects (11,244) (7,261) Write-of of property, plant €. equipment (9,347) (27,495) Medical care plan (47,093) (39,979) Impairment of assets (note 21) (24,053) – Write-off inventories (8,553) (35,136) Inventory obsolescence (20,631) – Customer bad debt – (1,307) Contingency expenses (14,363) (20,482) Fixed indirect costs, low production level (55,824) (313,917) Other (46,862) (70,643) Total (1,456,821)| (1,747,838)
c) Law No. 13196
The Corporation is subject to Law No. 13196, which mandates the payment of a 10% tax over the foreign currency return on the actual sale revenue of copper production, including its by-products.
On January 27, 2017, Law No. 20989, article 3, establishes changes in the application of Law No. 13196 as of January 1, 2018, through which the Corporation will deposit annually, no later than December 15 of each year, the funds established in article 1 in that law.
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13196 and establishes that the 10% tax to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% at the beginning of the thirteenth year. The validity of this law is as of January 1, 2020, maintaining the payment annually at a date no later than December 15 of each year.
On March 23, 2020, the Ministry of Finance issued Ordinary Letter No. 843, which modifies the payment method of the funds related to Law 13196, in order to address funds to meet national needs generated by the COVID-19 crisis. Said Official Letter establishes the payment of funds owed to the Treasury for the application of Law No. 13196, equivalent to ThUS$240,168 (contribution for December 2019, January and February 2020), before March 31 this year. Subsequently and from the month of April, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
F-203
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
23. Finance costs
The detail of finance costs for the years ended December 31, 2020 and 20109, is as follows:
112020 112019 Item 12312020 | 12312019 ThUs$ ThUs$ Bond interest (579,910) (302,393) Bank loan interest (61,461) (56,457) Unwinding of discount on severance indemnity provision (3,705) (12,332) Unwinding of discount on other non-current provisions (83,538) (43,798) Other (63,850) (64,327) Total (742,464) (479,307)
24. Operating segments
The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments. The revenues and expenses of the Head Office are allocated among the defined operating segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively.
The information on each Division and their corresponding mining deposits is as follows:
Chuquicamata
Types of mine sites: Open pit mines and underground mines
Operating: since 1915
Location: Calama – Region Il
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997,
Location: Calama – Region Il
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Ministro Hales
Type of mine: Open pit mine
Operating: since 2014
Location: Calama – Region Il
Products: Calcined copper, copper concentrates
F-204
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Gabriela Mistral
Type of mine: Open pit mine
Operating: since 2008
Location: Calama – Region Il
Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mine: Underground mine and open pit mine
Operating: since 1926
Location: Salvador – Region |!
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes – Region V
Product: Copper concentrate
El Teniente
Type of mine: Underground mine
Operating: since 1905
Location: Rancagua – Region VI
Products: Fire-refined copper and copper anodes
a) Allocation of Head Office revenue and expenses
Revenue and expenses controlled by the Head Office are allocated to the Divisions based on following criteria.
The main items are assigned based on the following criteria:
Revenue and Cost of Sales of Head Office commercial transactions
+ Allocation to the operating segments is made in proportion to revenues of each Division.
Other income, by function
+ Other income by function, associated and identified with each Division, ¡is directly allocated.
+ Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division.
+ The remaining other income is allocated in proportion to the aggregate of balances of other income and finance income of each Division.
F-205
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Distribution costs
+ Expenses associated and identified with each Division are directly allocated.
+ Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative Expenses
+ Administrative expenses associated and identified with each Division are directly allocated.
+ Administrative expenses recorded in cost centers associated with the sales function and administrative expenses of subsidiaries are allocated in proportion to the revenues of each Division.
+ Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to inventory balances in warehouse in each Division.
+ Theremaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
Other Expenses, by function
+ Other expenses associated and identified with each Division are directly allocated.
+ Expenses for pre-investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other gains
+ Other gains associated and identified with each Division are directly allocated.
+ Other gains of subsidiaries are allocated in proportion to the revenues of each Division.
Finance Income
+ Finance income associated and identified with each Division is directly allocated.
+ Finance income of subsidiaries is allocated in proportion to the revenues of each Division.
+ The remaining finance income is allocated in relation to the operating cash outflows of each Division.
Finance costs
+ Finance costs associated and identified with each Division are directly allocated.
+ Finance costs of subsidiaries are allocated in proportion to the revenues of each Division.
Share in profit (loss) of associates and joint ventures accounted for using the equity method
+ Share in profit or loss of associates and joint ventures identified for each Division is directly allocated.
Foreign exchange differences
+ Foreign exchange differences identifiable with each Division are directly allocated.
F-206
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
+ Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division.
+ The remaining foreign exchange differences are allocated in relation to operating cash outflows of each Division.
Contribution to the Chilean Treasury under Law No. 13196
+ The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
Income tax benefit (expense)
+ Corporate income tax under D.L. 2398 and specific mining tax are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
+ Other tax expenses are allocated in proportion to the corporate income tax, specific mining tax and tax under D.L. 2398 of each Division.
b) Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that receives the service. Such recognition is made in the period in which these services are rendered, as well as its elimination in the consolidated corporate financial statements.
Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
c) Cash flows by segments The operating segments defined by the Corporation, maintains a cash management function which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
F-207
The following tables details the financial information organized by operating segments:
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED HINANCIAL STATEVMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
From112020 12312020 Chuquicamata | R.Tomic Salvador Andina El Teniente Ventanas G Mistral M Hales – | Total Segments Others Total Segments Consolidated TRuss Thus$ Thus$ Thuss TRuss TRuss$ Thus$ TRuss Thus$ Thus$ Thuss Revenue fromsales of om copper 3,776,420 1,669,342 686,893 1,124,322 2,700,812 69,986 653,324. 1,090,764 11,771,863 (30) 11,771,832 Revenue fromsales ofthird-party copper 1,742 – – – 26,263 – 28,005 1,206,324 1,234,329 Revenue fromsales of molybdenum 301,441 12,459 10,984 40,571 153,228 – – – 518,683 8,375 527,058 Revenue fromsales of other produc 181,447 – 78,108 4,715 84,947 206,626 5 71,222 627,070 9,337 636,407 Revenue fromíutures market 1,368 691 151 (415) 2,958 (1,457) 217 29 3,542 – 3,542 Revenue between segmrents 59,279 – 46,986 4,183 – 75,336 – – 185,734 (185,734) – Revenue 4,321,697 1,682,492 823,072 1,173,376 2,941,945 376,754 653,546 1,162,015 13,134,897 1,038,271 14,173,168 [Costof sales of om copper (2,829,128)| (1,198,292) (654,375) (891,082) (1,584,552) (61,077) (544,491) (853,395) (8,616,392) (1,347)| (8,617,739) [Costof sales of copper third-party copper (1.789)| – – – – (30,265) – – (32,054) (1,195,291)| (1,227,345)| ‘Costof sales of molybdenum (79,422) 5,162) (5,393) (21,888) (50,077) – – – (161,942) (26,540) (188,482) [Costof sales of other producis (157,263) – (79,527)| (673) (50,216) (219,034) (418) (11,127) (518,258) (13,355) (531,613) [Cost of sales bewween segrrents (125,628) 9,099 (44,530)! 9,184 32,290 (101,071) (1,463) 36,385 (185,734) 185,734 – ¡Cost of sales (3,193,230)| (1,194,355)| (783,825)| (804,459)| (1,652,555)| (411,447)| (546,372)| (828,137)| (9,514,380) | (1,050,799) (10,565,179) ¡Gross profit (loss) 1,128,467 488,137 39,247 268,917 1,289,390 (34,693) | 107,174 333,878 3,620,517 (12,528) 3,607,989 ‘Oihrer incorre, by funcion 18,427 7,729 8,543 14,140 8,872 5,199 752 (7) 63,655 33,666 97,321 O end caen (2292) as) (673) (197) (640) (292, (1.080) (6.495) (2968) (9.463) Distribution costs (46,653) (28,450) (16,697)| (21,468) (69,022) (7,546) (21,677) (21,915) (233,428) (163,617) (397,045) ‘Adrrinistraive expenses (156,797) (8,803) (17,981) (38,688) (47,884) (89,536) (12,450) (9,016)| (331,155) (78,003)| (409,158) ¡Olher expenses, by funcion (334,480) (144,876) (67,101) (109,604) (229,409) (23,339) (64,251) (74,603) (1,047,663) (1,047,663)| LawNo, 13.196 – – – – – – – – – 30,425 30,425 [Other gains (losses) (511) (28) 74 98 1,068 134 um (262) 584 39,629 40,213 Finanoe income (261,922) (45,215) (21,750) (77,544) (251,979) (9,199) (14,011) (45,560) (727,180) (15,284)| (742,464) Finanoe cosis – – – – – – – – – (206) (206) Share in the profitof associates and joint ventures
– – 659 1,058 3,431 – – 5,148 34,288 39,436 ‘acoounted by the equity method Exchange differences (40,738) (12,644) (12,084)! (20,825) (50,827) (6,214) (9,002)| (10,002) (162,336) (3,165) (165,501) Incorve (loss) before taxes 302,502 255,834 (87,463) 15,887 652,994 (116,086) (13,454) 171,433 1,181,647 (137,763) 1,043,884 Incorre tax expenses (224,032)| (176,627)| 56,134 (14,672)| (451,651)| 77,029 8,133 (118,807)| (844,493)| 57,490 (787,003)| Income (loss) 78,470 79,207 (31,329) 1,215 201,343 (39,057) (5,321)| 52,626 337,154 (80,273) 256,881
F-208
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
From 112019 12312019 Chuquicamata R. Tomic Salvador Andina Bl Teniente Ventanas G Mistral M Hales Total Segments Others Total Segments Consolidated Thuss Thuss ThUS$ ThUS$ Thuss ThuS$ ThUS$ ThUS$ Thuss Thuss ThUS$
Revenue fromsales of own copper 3,341,305 1,655,359 344,116 916,542 2,496,457 65,680 666,997 906,516 10,392,972 3 10,392,975 Revenue fromsales ofthird-party copper 1,634 – – – 19,233 – – 20,867 985,332 1,006,199 Revenue fromsales of molybdenum 297,324 10,251 20,026 67,524 194,153 – – – 589,278 6,689 595,967 Revenue fromsales of other products 138,935 – 35,741 2,107 109,344 192,567 3,520 31,229 513,443 6,908 520,351 Revenue fromíutures market 5,859 3,023 418 (69) 29 (733) 805 107 9,439 – 9,439 Revenue between segirents 35,928 – 24,103 2,554 1,330 105,184 – – 169,099 (169,099) – Revenue 3,820,985 1,668,633 424,404 988,658 2,801,313 381,931 671,322 937,852 11,695,098 829,833 12,524,931 Costof sales of own copper (2,842,594) (1,244,908) (355,946) (918,185) (1,594,596) (55,974) (675,313) (731,320) (8,418,836) 622 (8,418,214) Cost of sales of copper third-party copper (1,704) – – – – (20,225) – – (21,929) (974,448) (896,377) Costof sales of molybdenum (83,780) (13,937) (9,241) (25,982) (47,803) – – – (180,743) (25,256) (205,999) Costof sales of olher products (130,612) – (20,442) (597) (60,816) (197,169) (10,616) (423,642) (7,209) (430,851) Costof sales beween segrrents (102,971) 42,164 (26,515) (1,589)| 6,770 (98,331) 13,093 (169,099) 169,099 – Cost of sales (8,161,661) (1,216,681) | (412,144) (846,353) (1,696,445) (871,699) (728,843) (9,214,249) (837,192) (10,051,441)| Gross profit (loss) 659,324 451,952 12,260 42,305 1,104,868 10,232 209,009 2,480,849 (7,359) 2,473,490 Other incorre, by function 100,500 8,817 20,493 24,001 42,197 1,853 5,535 210,274 150,416 360,690 Mad loss determined in acoordancs vi (5.680) (214) (826) (270) (1,761) (1,262) (90) (1.323) (11,426) (5,643) (17,069) Distribution costs (50,451) (28,061)| (13,913) | (16,504)| (45,847) (8,484) | (28,135)| (25,215) | (216,610) (192,624) (409,234) Adkrrinistralive expenses (440,991) (17,273) (96,233) (17,305) (104,232) (13,520) (18,937) (15,871) (724,362) (87.877) (812,239) ‘Oher expenses, by funcion (304,321) (148,096) (82,023) (89,524) (222,475) (18,931) (64,906) (55,323) (985,599) – (935,599) LawNo. 13.196 – – – – – – – – – 22,672 22,672 ‘Ohher gains (losses) (1,209) (97) 89 251 874 202 18 (347) (219) 37,090 26,871 Finance income (64,411) (47,344) (15,309) (64,068) (172,137) (9,899) (15,200) (46,784) (435,252) (44,055) (479,307) Finance costs – – – – – – – – – 378 378 Share in the profit (loss) ofassodates and joint ventures acoounted by the equity method z (409) (125) (1201) 7 z (285) 16,062 15,208 Exchange diflerences 52,099 10,535 9,807 18,940 56,738 5,586 8,113 13,565 175,283 (21,366) 153,917 Incorre (loss) before taxes (65,140) 230,219 (116,058) (103,529) 657,024 (84,223) (121,460) 83,246 540,079 (132,306) 407,773 Income tax expenses 29,969 (162,974) 76,094 61,658 (479,456) 20,763 83,454 (59,847) (430,339) 37,094 (893,245) Income (loss) (25,171) 67,245 (89,964) (41,871) 177,568 (13,460) (88,006) 23,399 109,740 (95,212) 14,528
F-209
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The assets and liabilities related to each operating segment, including the Corporation’s head office as of December 31, 2020 and 2019, are detailed in the following tables:
12312020 Category Chuquicamata Radomiro Salvador Andina | El Teniente | Ventanas | G. Mistral | M. Hales Others Total Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUs$ ThUS$ ThUS$ Current assets 1,525,225| 734,895 593,497 320,903 967,649 55,640 262,057 521,154 2,777,102 7,758,122 Non-current assets 9,171,623 2,069,919| 1,109,815] 4,943,152 7,799,234| 250,617| 1,081,860| 3,144,884 4,881,160 34,452,264 Currentliabiliies 801,185 231,953 208,235 235,889 436,916 86,373 93,817 141,957 1,203,582 3,439,907 Non-currentliabilies 766,127 340,723 297,955 610,450 1,284,736| 139,142 160,279 130,656 23,413,920 27,143,988 12312019 Category Chuquicamata Radomiro Salvador Andina | El Teniente | Ventanas | G. Mistral | M. Hales Others Total Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUs$ ThUS$ ThUS$ Current assets 1,318,498 673,058 409,962 269,730 959,041 63,802 264,389 342,614 1,748,927 6,050,021 Non-current assets 9,079,665| 2,097,006| 1,022,033] 4,828,805 7,521,778| 268,457| 1,149,763] 3,247,562 5,079,521 34,294,590 Currentliabiliies 821,067 179,649 140,456 214,350 474,126 76,222 103,484 139,946 1,773,657 3,922,957 Non-currentliabiliies 765,850 262,729 255,063 588,841 1,257,577| 138,455 152,528 115,909 21,250,035 24,786,987
The revenue segregated per geographical areas is the following:
112020 112019 Revenue per geographical areas 12312020 | 12312019
ThUS$ ThUS$ Total revenue from domestic customers 2,087,303 2,616,605 Total revenue from foreign customers 12,085,865 9,908,326 Total 14,173,168 | 12,524,931
112020 112019 Revenue per geographical areas 12312020 | 12312019
ThUus$ ThUS$ China 3,404,994 2,315,772 Restof Asia 1,896,307 1,673,357 Europe 4,761,323 3,673,299 America 3,425,289 3,932,012 Other 685,255 930,491 Total 14,173,168 | 12,524,931
During the periods January – December 2020 and 2019, there is no income from ordinary activities from transactions with a single client, representing 10 percent or more of the income of ordinary activities of the Corporation.
F-210
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
25. Foreign exchange differences
The detail of foreign exchange differences for the years ended December 31, 2020 and 2019, is as follows:
Gain (loss) from foreign exchange differences 112020 112019 recognized in income 12312020 | 12312019 ThUs$ ThUs$ Gain from foreign exchange differences 97,221 254,314 Loss from foreign exchange differences (262,722) (100,397) Total exchange difference, net (165,501) 153,917
26. Statement of cash flows
The following table shows the items that comprise other collections and payments from operating activities in the Statement of Cash Flows:
112020 112019 Other collections from operating activities 12312020 | 12312019
ThUs$ ThUS$ VAT Refund 1,261,769 1,580,041 Sales hedge 3,340 12,357 Other 595,862 234,866 Total 1,860,971 1,827,264
112020 112019 Other payments from operating activities 12312020 | 12312019
ThUs$ ThUS$ Contribution to Chilean treasury Law N*13.196 (1,024,751) (917,632) VAT and other similar taxes paid (1,352,266)| (1,319,723) Total (2,377,017) | _ (2,237,355)
During the period January – December 2020, no capital contributions were received.
During the years ended December 31, 2019, as indicated in the equity note, capital contributions were received for a total of ThUS$400,000, which are presented in other cash inflows (outflows) corresponding to the net cash flows provided by (used in) activities of financing.
27. Financial risk management, objectives and policies
Codelco has committees within its organization to set out strategies allowing to reduce the financial risks to which it may be exposed.
F-211
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below:
a. Financial risks
Exchange rate risk:
According to IFRS 7, exchange rate risk is understood to be the risk that arises from financial instruments that are denominated in foreign currencies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelco’s activities that generate this exposure correspond to funding in UF, accounts payable and receivable in Chilean pesos, other foreign currencies used in its business operations and obligations with employees.
Most transactions in currencies other than US$ are denominated in Chilean pesos. Also, there is another portion in Euro, which corresponds mainly to a long-term loan issued through the international market, which exchange rate risk is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and liabilities as of December 31, 2020 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$42 million in net income, respectively.
This result is obtained by identifying the main items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of US$, with respect to the closing exchange rate at the end of the reporting period.
Interest rate risk:
This risk arises from interest rate fluctuations in Codelco’s investment and financing activities. This movement can affect future cash flows or the market value of fixed rate financial instruments.
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Corporate Finance Department.
Itis estimated that, on the basis of net debt balance as of December 31, 2020, a 1% change in interest rates on the financial liabilities subject to variable interest rates would mean approximately a US$21 million change in finance costs, before tax. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable interest rates.
F-212
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Total fixed and variable interest rate obligations maintained by Codelco as of December 31, 2020 correspond to amounts of ThUS$17,057,965 and ThUS$1,018,691, respectively.
b. Market risks
– Commodity price risk:
As a result of its commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum concentrate sale agreements and copper cathode sale agreements generally provide for provisional pricing of sales at the time of shipment, with final pricing based on the monthly average market price for specified future periods. At the reporting date, the provisionally priced metal sales are marked-to-market, with adjustments (both gains and losses) being recorded in revenues in the consolidated statement of comprehensive income. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.r) “Income from Activities Ordinary Procedures from Contracts with Customers “of section II” Main policies countable ).
For the years ended December 31, 2020, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be US$221 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2020 (593 thousands of dry metric tons). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price would be if there is a difference of + – 5% with respect to the future price known to date for this period.
In order to protect cash flow and adjust, where necessary, its sales contracts to its trade policy, the Corporation holds operations in futures markets. At the end of the reporting period, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales.
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations in prices of production inputs.
Cc. Liquidity risk The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, the Corporation maintains resources at its disposal sufficient to meet its obligations, whether in cash, liquid financial instruments or credit facilities.
F-213
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short and long term projections and available financing alternatives. In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
. . abs Less than Between one More than Maturity of financial liabilities as of 1213112020 one year and five years five years ThUS$ ThUS$ ThUS$
Loans from financial institutions 81,218 217,967 1,271,257 Bonds 438,301 2,406,095 13,661,818 Derivatives 10,427 – 121,594 Other financial liabilities – 56,469 – Total 529,946 2,680,531 15,054,669
d. Credit risk
This risk comprises the possibility that a third party does not fulfill its contractual obligations, thereby causing a loss for the Corporation.
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectability of client debt balances is minimal. This is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant.
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Vice Presidency of Marketing.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
The maximum exposure to credit risk as of December 31, 2020 ¡is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable do not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco. This exposure is distributed among a large number of clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencies.
F-214
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
In explanatory note 2, trade and other receivables’, past due balances that have not been impaired are presented.
The Corporation estimates that unimpaired amounts overdue over 30 days are recoverable based on clients’ historical payment behavior and their existing credit ratings.
As of December 31, 2020 and 20109, there are no receivable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of its business.
During the years ended December 31, 2020 and 2019, no guarantees have been executed to ensure the collection of third party debt.
Personnel loans mainly relate to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts.
28. Derivatives contracts
The Corporation has entered into transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Hedges
The Corporation maintains an exposure associated with its hedging operations against exchange rate and interest rate variations, whose positive fair value, net of taxes, amounts to ThUS$2,709 as of December 31, 2020.
The following table summarizes the detail of the financial hedges contracted by the Corporation:
December 31, 2020
Financial Type of Amount | obligation: a . Fair value Hedged item Bank derivative | Maturity | Currency | Hedged hedging Derivative [Fairvalue hedged| “¿4 0ipg . Assetl(Liability) item contract (Spot) instrument instrument (Spot) Thus$ Thus$ Thus$ Thus$ Thus$ Bond UF Mat 2025 Credit Suisse (USA) Swap 412025 US$ 282,137 208,519 96,981 356,507 (259,526) Bond EUR Mat 2024 [Santander (Chile) Swap 792024 US$ 368,505 409,650 (59,079) 408,058 (467,137) Bond EUR Mat 2024 [BNP Paribas (USA) Swap 792024 US$ 368,505 409,680 (58,824) 408,022 (466,846) Bond UF Mat 2026 ¡Santander (Chile) Swap 8242026 US$ 408,894 406,212 28,013 507,154 (479,141) Bond AUD Mat 2039 – [JP Morgan London Branch (England) Swap 7222039 US$ 53,747 49,266 2,507 71,746 (69,239) Bond HKD Mat 2034 _ [HSBC Bank USA N.A. (USA) Swap 1172034 US$ 64,500 63,792 (2,689) 79,180 (81,869) Total 1,546,288 1,547,119 6,909 1,830,667 (1,823,758)
F-215
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
December 31, 2019
Financial Type of Amount | obligation: o . Fair value Hedged item Bank derivative | Maturity | Currency | Hedged | hedging Derivative [Fairvalue hedged| ¿ng . Assetl(Liability) item .
contract (Spot) | instrument instrument (Spot) ThUs$ ThUs$ ThUs$ ThUuS$ ThUS$ Bond UF Mat 2025 Credit Suisse (USA) Swap 412025 US$ 260,890 208,519 75,608 329,480 (253,872) Bond EUR Mat 2024 [Santander (Chile) Swap 792024 US$ 336,399 409,650 (73,114) 380,570 (453,684) Bond EUR Mat 2024 [Deustche Bank (England) Swap 792024 US$ 336,399 409,680 (72,756) 380,583 (453,339) Bond UF Mat 2026 ¡Santander (Chile) Swap 8242026 US$ 378,101 406,212 6,976 461,581 (454,605) Bond AUD Mat 2039 [Santander (Chile) Swap 7222039 US$ 49,013 49,266 (1,558) 54,509 (56,067) Bond HKD Mat 2034 _ |HSBC Bank USA N.A. (USA) Swap 1172034 US$ 64,220 63,792 (703) 64,220 (64,923) Total 1,425,022 1,547,119 (65,547) 1,570,943 | – (1,736,490)
As of December 31, 2020, the Corporation no maintains cash deposit guarantee balances.
The current methodology for valuing currency swaps is to use the bootstrapping technique from the mid – swap rate to construct the curves (zero) in UF and US$ respectively, from market information.
The notional amounts are detailed below:
Notional amount of contracts with final maturity December 31, 2020 | Currency Less than 90 | More than 90 Current Total | 1to3 years | 3to5 years More than 5 | Non-current days days years Total ThUS$ ThUS$ ThUS$ ThUus$ ThUus$ ThUS$ ThUS$ Currency derivatives ThUus$ 13,156 48,151 61,306 122,611 1,113,279 577,064 1,812,954| . Cash flows hedging contracts and commercial policy adjustment
The Corporation enters into metals hedging activities. Such results increase or decrease the total sales revenue based on the market prices of the metals. As of December 31, 2020, these operations generated a loss of ThUS$654.
b.1. Commercial flexibility operations of copper contracts
The purpose of these contracts is to adjust the price of shipments to the price defined in the Corporation’s related policy, defined in accordance with the London Metal Exchange (LME). As of December 31, 2020, the Corporation performed derivative market transactions of copper that represent 448,565 metric tons of fine copper. These hedging operations are performed as part of the Corporation’s commercial policy.
The current contracts as of December 31, 2020, present a positive fair value of ThUS$977 and their final result will only be known at their maturity, offsetting the hedging transactions with revenue from the sale of the hedged products.
F-216
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The transactions settled as of years ended December 31, 2020 resulted in a net positive effect on net income of ThUS$572, which is comprised of the amounts received for sales contracts for
ThUS$4,768 and the amounts net off against purchases contracts for ThuS$4,196.
b.2. Commercial Transactions of Current Gold and Silver Contracts
As of December 31, 2020, the Corporation maintains derivative contracts for the sale of gold of
ThOZ 7,973.
The contracts in force as of December 31, 2020, present a negative fair value of ThUS$177, the final result of which can only be known at the expiration of these operations, after the compensation between the hedging operations and the income from the sale of the protected products. These hedging operations expire up to February 2021.
The operations completed between January 1 and December 31, 2020, generated a negative effect on results of ThUS$1,226, corresponding to values per physical sales contracts.
b.3. Cash flow hedging operations backed by future production
The Corporation does not hold cash flow hedges backed by future production as of December 31,
2020.
The following tables set forth the maturities of metal hedging activities, as referred to in point b above: December 31, 2020 Maturity date
ThUS$ 2021 2022 2023 2024 2025 Upcoming Total Flex Com Cobre (Asset) 3,612 (850) (150) 2,612 Flex Com Cobre (Liability) (1,635) – – (1,635) Flex Com GoldSilver (177) (177) Price setting – – Metal options – – – – Total 1,800 (850) (150) 800 December 31, 2019 Maturity date ThUS$ 2020 2021 2022 2023 2024 Upcoming Total
Flex Com Cobre (Asset) 1,315 525 – 1,840 Flex Com Cobre (Liability) (1,799) (844) (12) (2,655) Flex Com GoldSilver (1) – – (1) Price setting – – Metal options – – – .
Total (485) (319) (12) (816)
F-217
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
December 31, 2020 Maturity date All figures in thousands of metric tons ounces 2021 2022 2023 2024 2025 Upcoming Total Copper Futures [MT] 315.010 123.660 9.900 – – – 448.570
GoldSilver Futures [ThOZ] 7.970 Copper price seting [MT] – Copper Options [MT]
7.970
December 31, 2019 Maturity date All figures in thousands of metric tons ounces 2020 2021 2022 2023 2024 Upcoming Total Copper Futures [MT] 335.650 96.650 0.500 – – – 432.800
GoldSilver Futures [ThOZ] 2.720 Copper price seting [MT] – Copper Options [MT]
2.720
29. Contingencies and restrictions
a) Litigations and contingencies
There are various lawsuits and legal actions initiated by or against the Corporation, which derive from ¡ts operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsuits where the Corporation is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends its rights and employs all corresponding relevant legal instances, resources and procedures.
The most significant lawsuits that involve Codelco are related to the following matters:
– Tax proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (SII), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SIl.
– Labor proceedings: Labor proceedings brought by the workers of the Andina Division against the Corporation with regard to occupational diseases (silicosis).
– Mining proceedings and others arising from the Operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving its mining operation and activities, through which it seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelco’s development.
Some procedures pending final judgment are the simultaneous claim for arbitration between Codelco, Santa Elvira S.A., Mining Services Group S.A. and Sociedad de Servicios para la Minería Limitada (collectively “Santa Elvira”) and the arbitration procedure between Codelco and Colbún regarding the sale of energy between them, among others.
F-218
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
– At the date of issuance of these financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately US$436 million corresponding to 838 cases. According to the estimate made by the legal advisors of the Corporation, 624 cases, which represent 74,46% of the universe, have associated probable loss results amounting to ThUS$60,863. (Additionally, with the same probable outcome, there are 11 causes for ThuS$234 from subsidiaries).
There are also 60 cases, representing 7.16% for an amount of ThUS$33,844, for which it is more likely than not, that the ruling will not be against the Corporation. For the remaining 154 cases, representing 18.38% for an amount of ThUS$1.881, the Corporation’s legal advisors consider an unfavorable result remote.
Lawsuit under administrative law: On August 2, 2017, a Nullity in Public Law claim was filed in the 25th Civil Court of Santiago against Audit Report No. 900 of 2016, issued by the General Comptrollership of the Republic on May 10, 2017.
Once the discussion and evidence stage concluded, the Santiago Civil Court, on September 11, 2020, delivered ¡ts judgment in which it dismissed the annulment action filed by the Corporation, condemning it to the respective costs of said lawsuit. The Corporation announces that it will appeal said judgment.
On October 27, 2020, the Corporation filed appeals and cassation in the form of the sentence of the 25th Civil Court of Santiago, which dismissed the Public Law nullity action filed by the Codelco against Report No. 900 of 2016 of the Comptroller General of the Republic.
For litigation with a probable unfavorable outcome for the Corporation, the necessary provisions have been recognized as provisions for legal proceedings.
b) Other Commitments
On May 31, 2005, Codelco, through its subsidiary Codelco International Ltd. signed an agreement with Minmetals to form a company, CuPIC, in which both companies have an equal equity interest.
A 15-year copper cathode sales contract to that associated company was agreed upon, as well as a purchase contract from Minmetals to CupiC for the same period and for equal monthly shipments to complete a total of 836,250 metric tons. Each shipment shall be paid for by the buyer at a price formed by a fixed re-adjustable component plus a variable component, which depends on current copper prices at the time of shipment.
During the first quarter of 2006 and on the basis of the negotiated financial terms, financing contracts were formalized with the China Development Bank allowing CuPIC to make the US$550 million advance payment to Codelco in March 2006.
With regard to financial obligations incurred by the associate CuPIC with the China Development Bank, Codelco Chile and Codelco International Ltd, must meet certain commitments, mainly relating to the delivery of financial information. In addition, Codelco Chile must maintain 51% ownership of Codelco International Limited.
F-219
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
According to the Sponsor Agreement, dated March 8, 2006, the Codelco International Ltd.
subsidiary gave its participation in CuPIC as a guarantee to the China Development Bank.
Subsequently, on March 14, 2012, CUuPIC paid off its debt to the abovementioned bank. As of December 31, 2017. Codelco does not hold any indirect guarantee regarding its participation in this associated company.
On December 17, 2015, the Company’s management presented a restructuring for the Supply
Contract, which implies the removal of its share in CUPIC.
On April 7, 2016, the Corporation formalized the removal of its share in CUPIC, of which Codelco retained 50% ownership through the subsidiary Codelco International. Until that date, Codelco shared the ownership of the Company in the same proportion with the company Album Enterprises
Limited (a subsidiary of Minmetals).
In order to realize the above mentioned term of the shareholding, Codelco signed a set of agreements which formalized primarily the following issues: ” Copper sales contract modifications from Codelco to CUPIC signed in 2006, which establishes the reduction of half of the outstanding tonnage to deliver to this company and in which Codelco pays to CUPIC the amount of ThUS$99,330.
” Reduction of share capital in CuPIC, equivalent to the 50% of the Codelco International shares in said company and by which CUPIC repays to Codelco the amount of ThUS$99,330.
” Waiverof Codelco to any dividends associated with the profits generated by CuPIC from January
1, 2016 and the date of signing the agreement.
” Additionally, the cessation of dividends reception as a consequence of the removal of the Codelco share in the ownership of CuPIC since 2016, led to a reduction of the net profit estimated by Codelco until the end of the contract signed with that company (May 2021).
li. Regarding the financing agreement signed on August 23, 2012, between the subsidiary, Gacrux Inversiones SpA and Mitsui €. Co. Ltd. for the acquisition of the 24.5% stake in Anglo American Sur
S.A. which was subsequently amended on October 31, 2012, a pledge is included over the shares that the subsidiary has on Acrux Inversiones SpA (shared participation with Mitsui and minority shareholder in Anglo American Sur S.A.), in order to ensure compliance with the obligations that the financial agreement contemplates.
This pledge extends to the right to collect and receive from Acrux dividends which have been agreed in the corresponding meetings of shareholders of the company and any other distributions paid or payable to Gacrux respect of the pledged shares.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On December 22, 2017 according to archive No. 12326 2017, it was established that, Gacrux, the Creditor and the Guarantee Agent, the latter representing the Guaranteed Parties, modified , by virtue of the Merger (see Note 2d), the Contract of Pledge and the Modified Pledge Agreement as to the pledge on transferable securities and the commercial pledge, as well as the restrictions and prohibitions established in the Pledge Contract and in the Modified Pledge Contract, making it subject to , by virtue of the Merger, two thousand thirteen million two hundred and forty-five thousand four hundred and seventy-three shares pledge issued by Becrux, owned by Gacrux, hereinafter the “Pledged Becrux Shares.
lil. Law 19.993 dated December 17, 2004, authorized the purchase of the Refinery and Smelter Las Ventanas assets from ENAMI, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties.
iv. – Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on its ownership interest in subsidiaries.
The Corporation has complied with these conditions as of December 31, 2020 and 2019.
v. On January 20, 2010, the Corporation signed two energy supply contracts with Colbún S.A., which includes energy and power sales and purchases for a total of 510 MW of power. The contract provides a discount for that unconsumed energy from Codelco’s SIC divisions with respect to the amount of contracted power. The discount is equivalent to the value of the sale of that energy on the spot market.
The contracted power for supplying these Divisions is comprised by two contracts:
– Contract No.1 for 176 MW, current until December 2029
– Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station, which is currently in operation.
This plant is coal-fired, and therefore the electric energy tariff rate applied for the energy supplied to Codelco is linked to the price of coal.
Both of these contracts comply with Codelco’s long-term energy and power requirements from the
SIC of approximately 510 MW.
Through these contracts, which operate through take or pay, the Corporation agrees to pay for the contracted energy and Colbún undertakes to reimburse at market price the energy not consumed by Codelco.
These contracts have maturity dates in 2029 and 2044.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) vi. On November 6, 2009, Codelco signed the following long-term electric energy supply contracts with
ELECTROANDINA S.A. (associate until January 2011), which matured in August 2017.
For the electric power supply of the Chuquicamata’s work center, there are three contracts:
– – Engie for a 15-year term from January 2010, that is maturing in December 2024, for 200 MW capacity, and another contract for a 200 MW capacity which was signed in January
2018 and will be effective as of January 2025 with maturity in December 2035.
– CTA effective from 2012 for 80 MW capacity, maturity in 2032.
vii. On August 26, 2011, Codelco signed two energy supply contracts with AESGener. The first one for the Minister Hales division for a 99 MW capacity and the second contract for the Radomiro Tomic work center, for a maximum capacity of 145 MW. Both contracts will mature in 2028.
viii. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No.
41 of the Minister of Mining, which approves the Regulations of this Law, was published in the Diario
Oficial.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. It also establishes the obligation to make contributions to a fund which aims to cover the costs of post-closure activities.
The Corporation, in accordance with the mentioned regulation, provided to SERNAGEOMIN the Mine Closure Plan (ARO) for all of the Codelco operating divisions in 2014, which were approved in 2015 in accordance with the provisions of the Act.
The mine closure plans delivered to SERNAGEOMIN were developed by invoking the transitional regime of the Act, which was specified for the affected mining companies under the general application procedure (extraction capacity > 10,000 tons per month), and which, at the date of enactment of the Law, will abide in operation and move forward with a mine closure plan previously approved under Mine Safety Regulations Supreme Decree No. 132.
The Corporation considers that the accounting liability recorded caused by this obligation differs from the law’s requirement, mainly by differences concerning the horizon that is considered for the projection of flows, in which the law requires the determination of the obligations in terms of mineral reserves, while the financial-accounting approach incorporates some of its mineral resources.
Therefore, the discount rate established by law, may differ from that used by the Corporation under the criteria set out in lAS 37 Provisions, Contingent Liabilities and Contingent Assets and described in Note 2, letter p) of Main Accounting Policies.
As of December 31, 2020, the Corporation has agreed guarantees for an annual amount of U.F.
33,100,482 to comply with the aforementioned Law No. 20551. The following table details the main given guarantees:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Transmitter Mine site Amount | Currency Date Maturity date AI ThUS$ Liberty Radomiro Tomic 3,791,167 | UF 11102020 | 11102021 0.25 155,019 Liberty Ministro Hales 2,251,252 | UF 11132020 | 11132021 0.25 92,052 Banco de Chile [Chuquicamata 3,731,732 | UF 11202020 | 11262021 0.23 152,588 Banco Bci Chuquicamata 1,200,000] UF 11202020 | 11262021 0.22 49,067 Aspor Teniente 2,273,000] UF 1212020 | 1232021 0.15 92,942 Banco Santander_ [Teniente 5,000,000] UF 1212020 | 1222021 0.20 204,447 Banco Santander _ [Teniente 250,000] UF 11272020 | 1222021 0.20 10,222 Banco Estado Teniente 3,169,500] UF 11302020 | 1222021 0.21 129,599 Banco Bci Teniente 57,236] UF 11272020 | 1222021 0.21 2,340 Banco Estado Gabriela Mistral 2,457,185] UF 12102020 | 12152021 0.21 100,473 Banco ltau Salvador 1,300,000] UF 21122020 | 2182021 0.11 53,156 Banco Bci Salvador 2,643,667 | UF 21122020 | 2182021 0.18 108,098 Banco Estado Andina 3,310,724 | UF 4282020 532021 0.35 135,374 Banco Bci Andina 663,655 | UF 4282020 532021 0.70 27,136 Banco Santander _ [Ventana 1,001,364] UF 1072020 | 1072021 0.30 40,945 Total 33,100,482 1,353,458 ix. On August 24, 2012, Codelco through its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (whose minority shareholder is Mitsui), signed a contract with Anglo American Sur S.A.
Under this contract, Codelco agreed to sell a portion of its annual copper production to the mentioned subsidiary, who in turn agrees to purchase such production.
Such annual portion is determined by the share of Codelco’s indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsui), maintained for the shares of Anglo American Sur S.A.
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
The contract expiration will occur when the shareholders agreement of Anglo American Sur S.A ends or other events related to the completion of mining activities of the company take place.
On June 11, 2019, Codelco and Anglo American Sur S.A. signed an agreement that ensures and optimizes the operation of their respective copper mines, Andina and Los Bronces, respectively.
This agreement is similar to others that the same parties have signed during the last 40 years and that favor the independent, safe and sustainable operation of these neighboring mines.
X. On March 11, 2020, the World Health Organization characterized the outbreak of a strain of the new coronavirus (“COVID-19”) as a pandemic that has resulted in a series of public health and emergency measures that have been put in place and are underway to combat the spread of the virus. The duration and impact of COVID-19 are unknown at this time and itis not possible to reliably estimate the impact of the duration and severity of these developments in future periods. Codelco is permanently monitoring the aforementioned outbreak, its constant evolution, eventual impact on the Corporation’s financial and operational indicators. additional
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) possible effects on our workers, clients, suppliers, as well as continuing collaborating with the government actions that are being taken to reduce its spread, with no material impact observed to date on its ability to meet its financial, production or sale commitments. The foregoing is without prejudice to the impact on world demand for copper, which has meant a decrease in the price, which is public knowledge.
Due to the above, as of December 31, 2020 Codelco has taken a series of restrictive measures in its operation and development of investment projects, in order to protect the health of its workers, which are indicated below:
– March 25, 2020, the Corporation announced the temporary suspension of the projects: the remaining works of the Chuquicamata Underground Mine Project, Early Works of Rajo Inca and Assembly Works of Traspaso Andina. The suspension was carried out gradually as of March 25 for a period of 15 days.
– April 8, 2020, the Corporation announced the decision to partially or totally suspend some third- party services both for projects and for operations support (which involves around 30% of the total contractor workers), for a period of 30 days, extendable. With this decision, Codelco asked the contracting companies to take steps with their respective unions to benefit from the benefits of the Employment Protection Law No. 21227. The conditions in which the total or partial suspension was implemented was agreed independently with each of the contracting companies.
– June 20, 2020, the Corporation announced the stoppage of construction of all its projects in the Antofagasta Region and to maintain operational continuity of the Chuquicamata Division only with workers from Calama. With this measure, the construction of underground Chuquicamata and other divisional projects were completely suspended. The activities were resumed in the month of August 2020.
– June 25, 2020, the Corporation announced the temporary halt of activities in the Chuquicamata Division smelter and refinery managements, a measure that reduces the participation in work of about 400 people, together with the detention of equipment and reduction of the productive rhythms in both areas. The measure considered the continuity of minor operations and preventive maintenance. The activities were resumed in the month of August 2020.
The aforementioned measures have not significantly affected Codelco Chile’s accounting results for the January-December 2020 period, nor the value of its assets as of December 31, 2020.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
30. Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institutions and others:
Direct Guarantees provided to Financial Institutions
12312020 12312019 Creditor of the Guarantee Type of Guarantee Currency Maturity Number of ThUSS ThUSS documents
Viability management Building project UF 2182020 1 1 Viabilty management Building project UF 312020 4 4 Viabilty management Building project UF 3102020 3 8 Viabilty management Building project UF 4222020 1 – 4 Viabilty management Building project UF 1252021 1 1 Viabilty management Building project UF 1272021 1 2 Viabilty management Building project UF 432021 3 33 Viabilty management Building project UF 4152021 2 22 Viabilty management Building project UF 4292021 1 56 Viabilty management Building project UF 6252021 2 9 Viabilty management Building project UF 722021 1 15 – Viabilty management Building project UF 482024 1 4 4 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 312020 1 1,409 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 6302020 1 2 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 7152020 1 – 230 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 312021 1 1,484 Minera Doña Ines de Collahuasi Offer to purchase an asset US$ 122021 1 8 – Ministry of national goods Project of exploitation CLP 2282020 22 – 154 Ministry of national goods Project of exploitation CLP 2252021 22 176 – Ministry of national goods Project of exploitation UF 692021 3 24 24 Ministry of national goods Project of exploitation UF 6232021 3 24 – Minestry of Public Works Building project UF 12312019 1 – 22,364 Minestry of Public Works Building project UF 122021 1 24,186 – Minestry of Public Works Building project UF 1022021 1 559 516 Minestry of Public Works Building project UF 12312021 1 180 Minestry of Public Works Building project UF 7292022 1 42 – Oriente Copper Netherlands B.V. Pledge on shares US$ 1112032 1 877,813 877,813 Sernageomin Environmental UF 2182020 2 – 125,213 Sernageomin Environmental UF 532020 1 125,179 Sernageomin Environmental UF 1072020 2 32,321 Sernageomin Environmental UF 11102020 1 122,239 Sernageomin Environmental UF 11132020 1 69,796 Sernageomin Environmental UF 11262020 1 158,485 Sernageomin Environmental UF 1222020 3 346,606 Sernageomin Environmental UF 12152020 1 – 74,795 Sernageomin Environmental UF 2182021 2 161,254 – Sernageomin Environmental UF 532021 2 162,510 Sernageomin Environmental UF 1072021 1 40,945 Sernageomin Environmental UF 11102021 1 155,019 Sernageomin Environmental UF 11132021 1 92,052 Sernageomin Environmental UF 11262021 2 201,655 Sernageomin Environmental UF 1222021 4 346,608 Sernageomin Environmental UF 1232021 1 92,942 Sernageomin Environmental UF 12152021 1 100,473 – Total general 2,258,096 1,957,167
As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. Below are given the amounts received as collateral, grouped according to the Operating Divisions that have received these amounts:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Guarantees received from third parties Division 12312020 | 12312019 ThUS$ ThUuS$ Andina 135 418 Chuquicamata 82 375 Casa Matriz 713,404 887,051 Salvador – 387 El Teniente 427 447 Ventanas 50 52 Total 714,098 888,730
31. Balances in foreign currency
a) Assets by of Currency 12312020 Assets national and Foreign currrency US Dollars Euros Other currencies MO UF. TOTAL Current Assets Cash and cash equivalents 1,908,543 52,168 5,079 138,898 2,805 2,107,493 Other currentfinancial assets 283,806 – – 22 62 283,890 Other current non-financial assets 29,997 421 177 2,030 9 32,634 Trade and other currentreceivables 2,542,742 157,668 321 548,586 3,249,317 Accounts receivable from related parties, current 98,396 – – 1 98,397 Inventories 1,912,067 – – – 1,912,067 Currenttax assets 71,849 965 – 1,510 – 74,324 Total current assets 6,847,400 211,222 5,577 691,047 2,876 7,758,122 Non-current assets Investments accounted for using equity method 3,418,958 – – – – 3,418,958 Property, plantand equipment 29,010,721 – 72 540,754 358 29,551,905 Non-currenttax assets 41,215 – 9 4,684 – 45,908 Others assets 894,980 – 57,269 356,571 126,673 1,435,493 Total non-current assets 33,365,874 – 57,350 902,009 127,031 34,452,264 [Total Assets 40,213,274 211,222 62,927 1,593,056 129,907 42,210,386
31-12-2019 Assets national and Foreign currrency US Dollars Euros Other currencies MO UF. TOTAL Current Assets Cash and cash equivalents 1,212,657 49,773 4,674 34,348 1,653 1,303,105 Other currentfinancial assets 172,794 – – 19 138 172,951 Other current non-financial assets 20,762 – 3 196 8 20,969 Trade and other currentreceivables 2,006,046 112,649 384 450,304 18,885 2,588,268 Accounts receivable from related parties, current 20,874 – – – – 20,874 Inventories 1,921,135 – – – 1,921,135 Currenttax assets 20,960 2 19 1,738 – 22,719 Total current assets 5,375,228 162,424 5,080 486,605 20,684 6,050,021 Non-current assets Investments accounted for using equity method 3,483,523 – – 3,483,523 Property, plantand equipment 29,268,012 – – 29,268,012 Non-currenttax assets 43,736 – – – – 43,736 Others assets 611,426 189 65,692 181,627 640,385 1,499,319 Total non-current assets 33,406,697 189 65,692 181,627 640,385 34,294,590 [Total Assets [ 38,781,925 162,613 70,772 668,232 661,069 40,344,611 ]
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Liability by type of currency: [ 31-12-2020
National and foreign currency liabilities US Dollars Euros Oher Non-indexed UF. TOTAL currencies Ch$
Current liabilities Other current financial liabiliies 529,998 (28) 7 – (31) 529,946 Currrent lease liabilities 36,063 – 865 95,091 13,385 145,404 Trade and other current payables 1,068,185 4,268 282 425,482 68 1,498,285 Accounts payable to related parties, current 197,304 – – 1,620 – 198,924 Other current provisions 552,536 937 – 8,554 – 562,027 Currenttax liabilites 1,587 5,024 243 1,540 51 8,445 Current provisions for employee benefits 2,201 – 320 457,981 276 460,778 Other current non-financial liabilities 32,836 – 145 3,059 58 36,098 Total current liabilities 2,420,710 10,201 1,862 993,327 13,807 3,439,907 Non-current liabilities Other non-current financial liabilities 16,931,003 (6,016) 53,257 – 756,956 17,735,200 Non-current lease liabilities 124,274 – 2,481 162,685 50,164 339,604 Non-current payables – 460 – – 460 Other non-current provisions 1,212,543 – – 79,586 1,002,378 2,294,507 Deferred tax liabiliies 5,521,956 – – 5,839 – 5,527,795 Non-current provisions for employee benefits 13,010 – 592 1,230,338 – 1,243,940 Other non-current non-financial liabilities 2,203 – – 279 – 2,482 Total non-current liabilities 23,804,989 (6,016) 56,790 1,478,727 1,809,498 | – 27,143,988 [Total liabilities [26,225,699 4,185 58,652 2,472,054 1,823,305 [ 30,583,895 |
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) Í 31-12-2019
National and foreign currency liabilities US Dollars Euros Oher Non-indexed UF. TOTAL currencies Ch$
Current liabilities Other current financial liabiliies 1,244,765 (2) 5,721 370 (264) 1,250,590 Currrent lease liabilities 36,702 – 272 74,109 16,678 127,761 Trade and other current payables 886,390 12,439 1,300 520,470 316 1,420,915 Accounts payable to related parties, current 135,281 – 1,953 – 137,234 Other current provisions 356,871 64,664 8,167 61,545 10,925 502,172 Current tax liabilities – – 13,857 – 13,857 Current provisions for employee benefits – 435,565 – 435,565 Other current non-financial liabilities 27,223 – 7,582 58 34,863 Total current liabilities 2,687,232 77,101 15,460 1,115,451 27,713 3,922,957 Non-current liabilities Other non-current financial liabilities 15,462,011 (6,414) 112,112 3 665,401 16,233,113 Non-current lease liabilities 113,062 – 378 118,701 72,969 305,110 Non-current payables 8,346 – – – 8,346 Other non-current provisions 1,481,547 410 26,624 581,906 2,090,487 Deferred tax liabilities 4,860,881 – – 4,860,881 Non-current provisions for employee benefits 14,699 1,260,559 8,099 1,283,357 Other non-currentnon-financial liabilities 5,447 – – 246 – 5,693 Total non-current liabilities 21,945,993 (6,414) 112,900 1,406,133 1,328,375 | 24,786,987 [Total liabilities [24,633,225 70,687 128,360 2,521,584 1,356,088 | _ 28,709,944 |
32. Sanctions
33.
As of December 31, 2020 and 2019, neither Codelco Chile nor its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
Environmental Expenditures
Each of Codelco’s operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry out programs to reduce, control or eliminate relevant environmental impacts. Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2010, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which is the Corporate Sustainable Development Policy (2016).
The environmental management systems of the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of December 31, 2020, Codelco is implementing a strategic change process in all divisions to manage the aspects and risks associated with environmental matters,
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) under a corporate management system issued by Head Office, seeking to obtain the ISO 14001: 2015 certification.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the years ended December 31, 2020 and 20109, respectively, and the projected future expenses are stated below.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Disbursements 12312020 12312019 Future committed Entity Proyect name Proyect Status Amount Asset Asset | Expenditure Amount Amount Estimated Thus$ Expense Item ThUus$ ThUuSs$ date Chuquicamata Codelco Chile [Talambre dam capacity extension, 8th stage In Progress 35,560 Asset P,PLE 76,611 2020 Codelco Chile [Replacement of circulation pot 1A and 2A Finished – Asset P,PLE 14,033 2019 Codelco Chile [Construction installation surplus management Finished – Asset P,PLE 761 2019 Codelco Chile [Replacement of water trealment plant Finished – Asset P,PLE 8,944 2019 Codelco Chile [Replacement gas management system Finished – Asset P,PLE 9,671 2019 Codelco Chile [Acid plant tranformation 3-4 DCDA In Progress 966 Asset P,PLE 160,546 2020 Codelco Chile |Enablement refining gas treatment system In Progress 16,607 Asset P,PLE 50,009 2020 Codelco Chile |Dryer replacementn * 5 fuco In Progress 8,386 Asset P,PLE 39,136 2020 Codelco Chile [Construction Relle Res Dom-Asim Montec In Progress 4,271 Asset P,PLE 2,181 2020 Codelco Chile [Construction IX stage Talabre tranque Finished – Asset P,PLE 9,542 2019 Codelco Chile [Construction 8 Seg Montecristo In Progress 804 Asset P,PLE 11,393 2020 Codelco Chile [Acid plants In Progress 17,406 | Expenditure Operational expenses 35,823 – 2020 Codelco Chile [Solid waste In Progress 1,745 | Expenditure Operational expenses 2,388 25 2021 Codelco Chile [Tailings In Progress 22,518 | Expenditure Operational expenses 23,153 2020 Codelco Chile [Water treatment plant In Progress 24,843 | Expenditure Operational expenses 25,143 2020 Codelco Chile [Environmental monitoring In Progress 1,470 | Expenditure Operational expenses 2,152 – 2020 Codelco Chile |Normalizaton drainage system drill hole In Progress 89 Asset P,PLE 4,551 2,483 2021 Codelco Chile [Standard handling feeding transport powder In Progress 6,441 Asset P,PLE 61 13,736 2021 Codelco Chile [Construction talabres thickened tailings In Progress 8,058 Asset P,PLE – 18,902 2022 Total Chuquicamata 149,164 476,098 35,146 Salvador Codelco Chile [Improved integration ofthe gas process In Progress 9,871 Asset P,PLE 87,710 18,132 2021 Codelco Chile [Tailings In Progress 4,426| Expenditure Operational expenses 3,141 – 2020 Codelco Chile [Acid plants In Progress 62,293 | Expenditure Operational expenses 51,131 2020 Codelco Chile [Solid waste In Progress 1,500 | Expenditure Operational expenses 1,472 2020 Codelco Chile [Water treatment plant In Progress 671| Expenditure Operational expenses 855 2020 Codelco Chile [Overhaul thickeners tailings sal-proy Finished – Asset P,PLE 3,413 2019 Codelco Chile [Dangerous substances warehouse Finished – Asset P,PLE 301 – 2019 Codelco Chile [Bell replacement In Progress 639 Asset P,PLE 23,639 3,340 2021 Codelco Chile |Ditch hazardous waste Finished – Asset P,PRE 785 – 2019 Codelco Chile [DRPA Emergency In Progress 4,766 Asset P,PLE 4,564 14,269 2021 Codelco Chile [Compliance DS 43 storage dangerous substances In Progress 243 Asset P,PLE 68 712 2021 Total Salvador 84,409 177,079 36,453 Andina Codelco Chile [Construction site emergency plan Finished – Asset P,PLE 3,886 2019 Codelco Chile [Improved water internal ip E2 Finished – Asset P,PLE 256 2019 Codelco Chile [Catchment water drainage hill black Finished – Asset P,PLE 306 – 2019 Codelco Chile [Construction canal outine DL east In Progress 3,092 Asset P,PLE 5,133 2,101 2021 Codelco Chile [Construction site emergency plan In Progress 2,469 Asset P,PLE 4,436 – 2020 Codelco Chile [Expansion dam In Progress 36,753 Asset P,PLE 49,430 2020 Codelco Chile [Construction Structure and instruments In Progress 1,827 Asset P,PLE 378 2020 Codelco Chile [Water injection system Finished – Asset P,PLE 761 2019 Codelco Chile [construction of pits containment of spills In Progress 320 Asset P,PLE 441 – 2020 Codelco Chile [Valve and works rating In Progress 1,580 Asset P,PLE 1,097 1,512 2021 Codelco Chile [Construction of catehment tower N.5 Finished – Asset P,PRE 336 – 2019 Codelco Chile [Solid waste In Progress 2,351 | Expenditure Operational expenses 2,833 2020 Codelco Chile [Water treatment plant In Progress 3,945 | Expenditure Operational expenses 4,063 2020 Codelco Chile [Trailing In Progress 74,700 | Expenditure Operational expenses 65,557 2020 Codelco Chile [Acid drainage In Progress 33,288 | Expenditure Operational expenses 27,615 2020 Codelco Chile [Environmental monitoring In Progress 808 | Expenditure Operational expenses 882 2020 Codelco Chile |Sustainability and external matters management In Progress 1,750 | Expenditure Operational expenses 2,410 – 2020 Codelco Chile [DLN conditioning works In Progress 11,086 Asset P,PLE 8 2,054 2021 Codelco Chile [Construction works mitigation water shortage In Progress 7,952 Asset P,PLE 7,605 – 2020 Codelco Chile [Excavation operation improvement In Progress 824 Asset P,PLE 34 2,679 2021 Codelco Chile [Water dispatch tunnel modification In Progress 1,350 Asset P,PLE 34 5,841 2021 Codelco Chile [Implementation of the catchment system for rafis tove In Progress 45 Asset P,PLE – 12,044 2022 Codelco Chile [Dam Ovejeria: longitudinal drainage stage 8 In Progress 459 Asset P,PLE – 43,196 2021 Codelco Chile [North extended ballast deposit In Progress 13,669 Asset P,PLE – 283,335 2024 Total Andina 198,268 177,501 352,762 ¡Subtotal 431,841 830,678 424,361
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Disbursements 12312020 12312019 Future committed Entity Proyect name Amount Asset Asset | Expenditure Amount Amount Estimated ThUuS$ Expense Item ThUus$ ThUus$ date El Teniente Codelco Chile [Construction of 7th phase of Carén In Progress 52,765 Asset P,PLE 58,357 275,427 2023 Codelco Chile [Construction of slag treatment plant In Progress 31,987 Asset P,PLE 122,158 2,108 2021 Codelco Chile |Smelting emissions network Finished – Asset P,PLE 26,393 – 2020 Codelco Chile [Smoke capacity reduction Finished – Asset P,PLE 11,412 2019 Codelco Chile [Construction of slag treatment plant In Progress 969 Asset P,PLE 843 2020 Codelco Chile [Acid plants In Progress 60,007 | Expenditure Operational expenses 66,348 2020 Codelco Chile [Solid waste In Progress 2,887 | Expenditure Operational expenses 2,929 2020 Codelco Chile [Water treatment plant In Progress 15,021 | Expenditure Operational expenses 13,786 2020 Codelco Chile [Tailings In Progress 63,641 | Expenditure Operational expenses 65,003 – 2020 Codelco Chile [Well construction and hydrogeology modification Colihue-| In Progress 145 Asset P,PLE 18 4,551 2022 Codelco Chile [Improvement of the container washing system for filter pla] In Progress 33 Asset P,PLE 231 – 2020 Codelco Chile [Land acquisition In Progress 6,791 Asset P,PLE – – 2020 Total El Teniente 234,246 367,478 282,086 ¡Gabriela Mistral Codelco Chile [Environmental monitoring In Progress 75| Expenditure Operational expenses 54 2020 Codelco Chile [Solid waste In Progress 2,350 | Expenditure Operational expenses 2,031 2020 Codelco Chile [Environmental consultancy In Progress 172 | Expenditure Operational expenses 131 2020 Codelco Chile [Water treatment plant In Progress 3| Expenditure Operational expenses 1 2020 Codelco Chile [Garbage dump extension Finished – Asset P,PLE 25,270 2020 Codelco Chile [Improved dust collection system Finished – Asset P,PLE 382 2019 Total Gabriela Mistral 2,600 27,869 Ventanas Codelco Chile [Acid plants In Progress 28,740 | Expenditure Operational expenses 24,694 2020 Codelco Chile [Solid waste In Progress 1,463 | Expenditure Operational expenses 1,689 2020 Codelco Chile [Environmental monitoring In Progress 1,442 | Expenditure Operational expenses 1,362 2020 Codelco Chile [Water treatment plant In Progress 5,639 | Expenditure Operational expenses 5,573 2020 Codelco Chile [Distribution system replacement Finished – Asset P,PLE 770 2019 Codelco Chile [Main chimney implementation In Progress 327 Asset P,PLE 474 2020 Codelco Chile [Implementation of abatement water system In Progress 79 Asset P,PLE 239 2020 Codelco Chile |Stockpile improvement In Progress 97 Asset P,PLE 525 – 2020 Codelco Chile [Improvement closure facilíies and crusher belts In Progress 131 Asset P,PLE 219 – 2020 Codelco Chile |Stabilized road operations In Progress 76 Asset P,PLE 211 – 2020 Codelco Chile |Improves gas abatement capture In Progress 34 Asset P,PLE – 1,125 2021 Codelco Chile [Critical Var monitoring implementation In Progress 128 Asset P,PLE – 801 2021 Total Ventanas 38,156 35,756 1,926 Radomiro Tomic Codelco Chile [Solid waste In Progress 880 | Expenditure Operational expenses 2,031 – 2020 Codelco Chile [Environmental monitoring In Progress 387 | Expenditure Operational expenses 54 2020 Codelco Chile [Water treatment plant In Progress 1,087 | Expenditure Operational expenses 1 – 2020 Codelco Chile [Obras preliminares suministro agua In Progress 266 Asset P,PLE – 4,781 2021 Total Radomiro Tomic 2,620 2,086 4,781 Ministro Hales Codelco Chile [Solid waste In Progress 1,948 | Expenditure Operational expenses 1,961 – 2020 Codelco Chile [Water treatment plant In Progress 175| Expendiure Operational expenses 159 2020 Codelco Chile [Pit drainage wells mine In Progress 191 Asset P,PLE 3,148 – 2020 Codelco Chile [Implementation monitoring acuifero pit In Progress 1,547 Asset P,PLE 173 1,561 2021 Codelco Chile [Silice barn extension and dome control room In Progress 19 Asset P,PLE 45 3,955 2022 Total Ministro Hales 3,880 5,486 5,516 Ecometales Limited Codelco Chile |Smeling powders leaching plant In Progress 566 | Expenditure Operational expenses 730 685 2019 Codelco Chile |Smeling powders leaching plant In Progress 8| Expenditure Operational expenses 7 89 2019 Total Ecometales Limited 574 737 774 Subtotal 282,076 439,412 295,083 [Total [713,17] [1,270,000] 7191444]
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
34. Subsequent events
– On January 26, 2021, it was reported as an essential fact that on this date Mr. Rodrigo Cerda Norambuena has submitted his resignation as Director of the National Copper Corporation of Chile, in accordance with the provisions of article 8C letter b) of the Decree Law No. 1350.
Considering the provisions of the same Decree Law No. 1350 in article 8, ithe President of the Republic appoints the new member of the Board.
– On January 29, 2021, it was reported as an essential fact that on this date Mr. Raúl Alejandro Puerto Mendoza has been appointed as Codelco’s Auditor General as of March 11, 2021.
As of that same date, Rodrigo Miranda S., who continues to act as Audit Manager of the Corporation, ceases to act as Interim Auditor General.
– On February 18, 2021, it was reported as an essential fact that it has been decided to make organizational adjustments in Codelco’s higher-level structure, consisting of the elimination of the Productivity and Costs Vice Presidency and its corresponding position, distributing its functions in other areas of the Corporation .
In consideration of the above, the Vice Presidency of Supply is created, reporting to the Executive President.
As Vice President in charge of the same, Mr. Mauricio Acuña Sapunar was appointed, as of April 5, 2021.
As of that same date, Alejandro Rivera S. will cease to act as Interim Vice President of Productivity and Costs, who will continue to serve as Vice President of Administration and Finance of the Corporation.
– On February 25, 2021, it was reported as an essential fact that Francisco Balsebre Olarán has been appointed as titular General Manager of the Ministro Hales Division, as of March 1, 2021, who to date was acting as interim in the same charge.
Management of the Corporation is not aware of other significant events of a financial nature or of any other nature that could affect these financial statements, occurring between January 1, 2021 and the date of issue of these consolidated financial statements as of February 25, 2021.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Octavio Araneda Osés Alejandro Rivera Stambuk Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
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Deloitte. %
Auditores y Consultores Limitada Rosario Norte 407
Rut: 80.276.200-3
Las Condes, Santiago
Chile
Fono: (56) 227 297 000
Fax: (56) 223 749 177 deloittechileOdeloitte.com www.deloitte.cl
INDEPENDENT AUDITORS’ REPORT
To the Chairman and Board of Directors of Corporación Nacional del Cobre de Chile
We have audited the accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile and its subsidiaries (the Company), which comprise the consolidated statements of financial position as of December 31, 2019 and 2018 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and the related notes to the consolidated financial statements.
M anagement’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (TASB). This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We performed our audits in accordance with auditing standards generally accepted in Chile. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of the entity’s consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes assessing the appropriateness of the accounting policies used and the reasonableness of the significant estimates made by the Company’s Management, as well as evaluating the overall presentation of the consolidated financial statements.
Deloitte? se refiere a Deloitte Touche Tohmatsu Limited una compañía privada limitada por garantía, de Reino Unido, y a su red de firmas miembro, cada una de las cuales es una entidad legal separada e independiente. Por favor, vea en www.deloitte.comcacercade la descripción detallada de la estructura legal de Deloitte Touche Tohmatsu Limited y sus firmas miembro.
Deloitte Touche Tohmatsu Limited es una compañía privada limitada por garantía constituida en Inglaterra £: Gales bajo el número 07271800, y su domicilio registrado: Hill House, 1 Little New Street, London, EC4A 3TR, Reino Unido. E-234
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Corporación Nacional del Cobre de Chile and its subsidiaries as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. (IASB).
Other matter – Translation into English
The accompanying consolidated financial statements have been translated into English solely for the convenience of readers outside of Chile.
arch 26, 2020
Santiago, Chile
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CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
12312019 12312018 Notes Assets Current Assets Cash and cash equivalents 1 1,303,105 1,229,125 Other current financial assets 11 172,951 231,409 Other current non-financial assets 20,969 6,805 Trade and other currentreceivables 2 2,588,268 2,212,209 Accounts receivable from related parties, current 3 20,874 92,365 Inventories 4 1,921,135 2,042,648 Currenttax assets 6 22,719 13,645 Total current assets other than assets or groups ofassets for disposition classified as held for sale or held as distributable to 6,050,021 5,828,206 owners Total current assets 6,050,021 5,828,206 Non-current assets Other non-current financial assets 11 91,800 145,751 Other non-current non-financial assets 4,561 6,817 Non-currentreceivables 2 98,544 84,731 Accounts receivable from related parties, non-current 3 15,594 20,530 Non-current inventories 4 585,681 457,070 Investments accounted for using equity method 8 3,483,523 3,568,293 Intangible assets other than goodwill 9 47,837 48,379 Property, plant and equipment 7 29,700,164 26,754,998 Investment property 981 981 Recoverable non-currenttax assets 6 222,169 143,606 Deferred tax assets 5 43,736 31,443 Total non-current assets 34,294,590 31,262,599 Total Assets 40,344,611 37,090,805
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 12312019 12312018 No Liabilities and Equity Liabilities Current liabilities Other current financial liabilites 12 1,378,351 872,277 Trade and other current payables 15 1,420,915 1,546,584 Accounts payable to related parties, current 3 137,234 150,916 Other current provisions 16 502,172 384,249 Currenttax liabilites 6 13,857 10,777 Current provisions for employee benefits 17 435,565 510,034 Other current non-financial liabilities 34,863 64,575 | Total current liabilities 3,922,957 3,539,412 | Non-current liabilities Other non-current financial liabilites 12 16,538,223 14,674,510 Non-current payables 8,346 26,613 Other non-current provisions 16 2,090,487 1,600,183 Deferred tax liabilites 5 4,860,881 4,586,168 Non-current provisions for employee benefits 17 1,283,357 1,315,520 Other non-current non-financial liabiliies 5,693 4,530 Total non-current liabilities 24,786,987 22,207,524 Total liabilities 28,709,944 25,746,936 Equity Issued capital 5,619,423 5,219,423 Accumulated deficit (196,260) (198,917) Other reserves 18 5,291,747 5,354,159 | Equity attributable to owners of the parent 10,714,910 10,374,665 | Non-controlling interests 18 919,757 969,204 Total equity 11,634,667 11,343,869 [| Total liabilities and equity 40,344,611 37,090,805 |
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACION NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the years ended December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see
Note 1.2)
Notes 112019 112018 No 12312019 12312018 Revenue 19 12,524,931 14,308,758 Costof sales (10,051,441) (11,194,341) [Gross profit 2,473,490 3,114,417 | Other Income, by function 22a 360,690 124,826 Provision established net, in accordance with IFRS 9 378 158 Distribution costs (17,069) (18,262) Administrative expenses (409,234) (465,328) Other expenses 22.b (1,747,838) (2,115,314) Other gains 22,672 21,395 [Income from operating activities 683,089 661,892 | Finance income 36,871 51,329 Finance costs 23 (479,307) (463,448) Share of profitof associates and joint ventures accounted for using equity method 8 13,203 119,114 Foreign exchange difference 25 153,917 178,143 [Income for the years before tax 407,773 547,030 ] Expense – income taxes 5 (393,245) (357,283) [Net income for the years 14,528 189,747 | Net income attributable to owners of parent 6,637 155,719 Netincome attributable to non-controlling interests 18.b 7,891 34,028 14,528 189,747 | [Net income for the years
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) CONTINUED For the years ended December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 112019 112018 N* 12312019 12312018 [Net income for the years 14,528 189,747 |
Components of other comprehensive income that will not be reclassified to profit or loss, before tax:
Losses on remeasurement of defined benefit plans, before tax (100,957) (48,626) Share of other comprehensive (loss) income of associates and joint ventures accounted for using the equity method that will not be reclassified 2,363 (1,617) PU comprehensive loss that will not be reclassified to profit or loss before (98,594) (50,243) Components of other comprehensive income that will be reclassified to profit or loss, before tax: Gains (losses) on exchange difference on translation, before tax 191 (848) (Losses) gains on cash flow hedges, before tax (80,111) 104,160 Share of other comprehensive income of associates and joint ventures accounted for
. . : . (3,275) 554 using equity method that will be reclassiñed Other comprehensive (loss) income that will be reclassified to profit or loss (83,195) 103,866 before tax Other comprehensive (loss) income, before tax (181,789) 53,623 Income tax effect on component of other comprehensive income which will not be reclassified profit or loss Netincome tax efect relating to benefit plans in other comprehensive income 5 69,667 33,148 Net income (loss) tax of components of other comprehensive income which will be reclassified to profit or loss
5 52,072 67,704)
Netincome (loss) tax relating to cash flow hedges ofthe other comprehensive income ( ) Total other comprehensive (loss) income (60,050) 19,067 Total Comprehensive (loss) Income (45,522) 208,814 Comprehensive (loss) income attributable to: Comprehensive (loss) income atrributable to owners of the parent (53,413) 174,786 Comprehensive income attributable to non-controlling interests 18.b 7,891 34,028 [Total comprehensive (loss) income (45,522) 208,814 |
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS – DIRECT METHOD For the years ended December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Notes 112019 112018 12312019 12312018 Cash flows provided by (used in) operating activities: Receipts from sales of goods and rendering of services 12,553,666 15,428,893 Other cash receipts from operating activities 26 1,827,264 1,733,555 Payments to suppliers for goods and services (7,917,563) (8,870,763) Payments to and on behalfof employees (1,800,223) (1,920,204) Other cash payments from operating activities 26 (2,237,355) (2,555,184) Dividends received 87,434 188,749 Income taxes paid (81,762) (67,326) | Cash ftows provided by operating actvites 2,431,461 3,937,720 | Cash flows provided by (used in) investing activities: Other payments to acquire equity or debt instruments of other entities (240) (338) Other charges for the sale of interests in join ventures and associates 8 193,480 21,842 Purchase of property, plantand equipment (4,102,073) (3,893,851) Interestreceived 33,874 47,259 Other cash outflows (5,078) (127,570) [ Cash ftows used in investing actvites (3,880,037) (3,952,658) Cash flows provided by (used in) financing activities: Proceeds from borrowings long term 3,918,199 900,000 Proceeds from borrowings short term 465,000 – Total proceeds from borrowings 4,383,199 900,000 Repayment of borrowings (2,234,446) (259,011) Payments of finance lease liabilites (148,181) (27,130) Dividends paid – (602,461) Interest paid (656,705) (634,289) Other cash inflows 197,555 500,802 Cash flows provided by (used) in financing activities 1,541,422 (122,089) Increase (decrease) in cash and cash equivalents before effects of exchange 02.846 (137,027) difference Effect ofexchange rate changes on cash and cash equivalents (18,866) (82,683) Increase (decrease) in cash and cash equivalents 73,980 (219,710) Cash and cash equivalents at beginning ofyears 1 1,229,125 1,448,835 Cash and cash equivalents atend of years 1 1,303,105 1,229,125
The accompanying notes are an integral part of these consolidated financial statements.
F-240
CORPORACION NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2019 and 2018 (In thousands of US dollars – TRUS$) (Translation into English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Reserve of Reserve on remeasurement of exchange ¡Reserve of cash flow en ¡defined beneñt differences on hedges plans ‘Non-controlling útanslaion interests
Note 18
Initial balance as of 112019 969,204 in Netincorre 7,891 Other 7,891 Dividends contributions Increase (decrí transfers and other Total in Final balance as of 12312019
Resave af Reserve of cash om | remeasurement of hedges defined benefit plans “Nor-controlling interests Nate 18
Initial balance as of 112018 1,007,495 in .
Netinoorre 34,028 Other
34,028 Dividends contributions – Increase (decr transfers and other – Total in 456 Final balance as of 12312018 5,219,423 47,792
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
1.
GENERAL INFORMATION Corporate Information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco, Codelco – Chile, or the Corporation), is, in Management’s opinion, the largest copper producer in the world. Codelco’s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by-products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades its products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
Codelco-Chile is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF), and is subject to its supervision. According to Article No. 10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companies, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelco’s head office is located in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-2)
26903000.
Codelco was incorporated through D.L. No. 1350 of 1976, which is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco is a government-owned mining, industrial and commercial company, which is a separate legal entity with its own equity. Codelco Chile currently carries out its mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco is governed by its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations.
Codelco’s financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget and a Debt Amortization Budget.
The tax system applicable to Codelco’s taxable income is in accordance with Article 26 of D. L. No.1350 which refers to Decree Law No. 824 on Income Tax of 1974 and Decree Law No. 2398 (Article 2) of 1978,
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
2.
as applicable. The Corporation’s taxable income is also subject to a Specific Mining Tax in accordance with Law No. 20026 of 2005.
The Corporation is subject to Law No. 13196, which mandates the payment of a 10% tax over the foreign currency return on the actual sale revenue of copper production, including its by-products. On January 27, 2017, Law No. 20989, article 3, establishes changes in the application of Law No. 13196 as of January 1, 2018, through which the Corporation will deposit annually, no later than December 15 of each year, the funds established in article 1 in that law.
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13,196 and establishes that the 10% tax to the tax benefit provided by the Corporation will continue to exist for a period of nine years, decreasing from year 10 2.5% per year until reaching 0% at the beginning of the thirteenth year.
The validity of this law is as of January 1, 2020.
The subsidiaries whose financial statements are included in these audited consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note 11.2.d.
The associates and joint ventures located in Chile and abroad, are detailed in the Explanatory Notes Section II! of Note 8.
Basis of Presentation of the Consolidated Financial Statements
The Corporation’s consolidated statements of financial position as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and of cash flows for the years ended December 31, 2019 and 2018, have been prepared in accordance with International Financial Reporting Standards (*IFRS) as issued by the International Accounting Standards Board (lASB).
These consolidated financial statements include all information and disclosures required in annual financial statements.
These consolidated financial statements have been prepared from accounting records maintained by the Corporation.
The consolidated financial statements of the Corporation are presented in thousands of United States dollar (*U.S. dollar).
Responsibility for the Information and Use of Estimates
The Board of Directors of the Corporation has been informed of the information included in these consolidated financial statements and expressly declared its responsibility for the consistent and reliable nature of the information included in such financial statements as of and for the year ended December 31, 2019, which financial statements fully comply with IFRS as issued by the lASB. These consolidated financial statements as of December 31, 2019 and for the year then ended were approved by the Board of Directors at a meeting held on March 26, 2020.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Accounting Principles
These consolidated financial statements reflect the financial position of Codelco and its subsidiaries as of December 31, 2019 and 2018, and the results of their operations, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and their related notes, all prepared in accordance with IAS 1, “Presentation of Financial Statements, in consideration of the presentation instructions of the Commission for the Financial Markets, where not in conflict with IFRS.
For the convenience of the reader, these consolidated financial statements and their accompanying notes have been translated from Spanish into English.
SIGNIFICANT ACCOUNTING POLICIES Significant Judgments and Key Estimates
In preparing these consolidated financial statements, the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required.
Such preparation also requires the Corporation’s Management to exercise its judgment in the process of applying the Corporation’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are as follows:
a) Useful economic lives and residual values of property, plant and equipment – The useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by specialists (internal or external). The technical studies consider specific factors related to the use of assets.
When there are indicators that could lead to changes in the estimates of the useful lives of such assets, these changes are made by using technical estimates to determine the impact of any change.
b) Ore reserves – The measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable, and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
The Corporation applies prudent judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans’ accounting and the accounting for financial derivative instruments.
F-244
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The Corporation estimates ¡ts reserves and mineral resources based on the information certified by the Competent Persons of the Corporation, who are defined and regulated according to Law No.
20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the aforementioned law. This does not modify the global volume of the Corporation’s ore reserves and resources.
Notwithstanding the above, the Corporation also periodically reviews such estimates, supported by world-class external experts, who certify the reserves as determined.
c) Impairment of non-financial assets – The Corporation reviews the carrying amount of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indicator exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss. In testing impairment, the assets are grouped into cash generating units (“CGUS”) to which the assets belong, where applicable. The recoverable amount of these CGUs is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets is lower than their carrying amount, an impairment loss is recognized. Goodwill and indefinitely-lived assets are tested for impairment at least annually.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may impact the carrying amounts of the corresponding assets.
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods. Any changes to these criteria may impact the estimated recoverable amount of the assets.
The Corporation has assessed and defined that the CGUs are determined at the level of each of its current operating divisions.
Impairment testing also is performed at the level of associates and joint arrangements.
d) Provisions for decommissioning and site restoration costs – The Corporation is obliged to incur decommissioning and site restoration costs when such site restoration or decommissioning is required due to a legal or constructive obligation. Costs are estimated on the basis of a formal closure plan and are reassessed annually or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant and equipment in accordance with IAS 16, and simultaneously a liability in accordance with IAS 37, is recorded.
F-245
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services is made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which ¡is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs. Changes to estimated future costs that result from changes in the estimated timing or amount of the outflow of resources embodying economic benefits required to settle the obligation, or a change in the discount rate are added to, or deducted from, the cost of the related asset in the current period (as well as the associated liability). The amount deducted from the cost of the asset shall not exceed its carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of the asset, Codelco considers whether this is an indicator that the new carrying amount of the asset may not be fully recoverable. If it is considered such an indicator, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with IAS 36.
The decommissioning costs are initially recorded at the moment when a plant or other assets are installed. Such costs are capitalized as part of property, plant and equipment and discounted to their present value. These decommissioning costs are charged to net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense ¡is included in cost of sales, while the unwinding of the discount in the provision is included in finance costs.
Provisions for employee benefits – Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method, and are recognized in other comprehensive income or profit or loss (depending on the accounting standards applicable).on accrual bases.
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
Accruals for open invoices – The Corporation uses information on future copper prices, through which it recognizes adjustments to its revenues and trade receivables, due to the conditions in
F-246
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) provisional pricing arrangements. These adjustments are updated on a monthly basis, See Notes 2 r) Revenue from contracts with customers of Note 2 Significant accounting policies below.
g) Fair value of derivatives and other financial instruments – Management may use its judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the instruments among others.
h) Lawsuits and contingencies – The Corporation assesses the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When it is considered more likely than not that a loss is probable and it may be reliably estimated, a provision is recognized.
1) Application of IFRS 16 that include the following:
– Estimation of the lease term;
– Determine if it is reasonably certain that an extension or termination option will be exercised;
– Determination of the appropriate rate to discount lease payments.
j) Revenue recognition -The Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required in order to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation. (The Corporation applies the constraint on variable consideration as defined in IFRS 15, if applicable).
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these consolidated financial statements, it is possible that new developments could lead the Corporation to modify these estimates in the future. Such modifications, if applicable, would be adjusted prospectively, as required by IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
F-247
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
2.
Significant accounting policies
a)
b)
d)
Period covered – The accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
– -Consolidated statements of financial position as of December 31, 2019 and 2018.
– Consolidated statements of comprehensive income for years ended December 31, 2019 and
2018.
– Consolidated statements of changes in equity for years ended December 31, 2019 and 2018.
– Consolidated statements of cash flows for years ended December 31, 2019 and 2018.
Basis of preparation – The consolidated financial statements of the Corporation as of December 31, 2019 and 2018, and for the years ended December 31, 2019 and 2018 have been prepared in accordance with the instructions from the Commission for the Financial Market which fully comply with IFRS as issued by the IASB.
The consolidated statement of financial position as of December 31, 2018, and the consolidated statement of comprehensive income for the year ended December 31, 2018, the consolidated statement of changes in equity and consolidated statement of cash flows for the year ended December 31, 2018, which are included for comparative purposes, have been prepared in accordance with IFRS issued by the IASB, on a basis consistent with the criteria used for the same period ended December 31, 2019, except for the adoption of the new IFRS standards and interpretations adopted by the Corporation as of and for the years ended December 31, 2019, which are disclosed in note 11.3.
These consolidated financial statements have been prepared based on the accounting records kept by the Corporation.
Functional Currency – The functional currency of Codelco is the U.S. dollar, which is the currency of the primary economic environment in which the Corporation operates and the currency in which it receives its revenues.
The functional currency of subsidiaries, associates and joint ventures, is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For those subsidiaries and associates that are an extension of the operations of Codelco (entities that are not self-sustaining and whose main transactions are with Codelco); the functional currency is also the U.S. dollar.
The presentation currency of Codelco’s consolidated financial statements is the U.S. dollar.
Basis of consolidation – The consolidated financial statements incorporate the financial statements of the Corporation and its subsidiaries.
F-248
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses and cash flows related to transactions between consolidated companies are fully eliminated on consolidation. Non-controlling interests in equity and in the comprehensive income of the consolidated subsidiaries are presented, respectively, under the line items Total Equity: Non-controlling interests in the consolidated statement of financial position and Net income attributable to non-controlling interests and Comprehensive income attributable to non-controlling interests in the consolidated statement of comprehensive income.
F-249
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The companies included in the consolidation are as follows:
12312019 12312018 Taxpayer 1D Number Company Country Currency % Ownership % Ownership Direct | indirect Total Total
Foreign Chile Copper Limited England EP 100.00] dl 100.00] 100.00] Foreign Codelco do Brasil Mineracao Brazil BRL a] 100.00] 100.00] 100.00 Foreign Codelco Group Inc. United States of US$ 100.00] dl 100.00] 100.00]
America Foreign Codelco International Limited Bermuda US$ 100.00] dl 100.00 100.00] Foreign Codelco Kupferhandel GmbH Germany EURO 100.00] dl 100.00] 100.00] Foreign Codelco Metals Inc. Unted Sites of | og a] 100.00] 100.00 100.00]
America Foreign Codelco Services Limited England cap a] 100.00] 100.00] 100.00] Foreign Codelco Shanghai Company Limited China RMB 100.00] dl 100.00] 100.00] Foreign Codelco Technologies Ltd Bermuda US$ a] J . 100.00] Foreign Codelco USA Inc O TS a] 100.00] 100.00 100.00]
America Foreign Codelco Canada Canada US$ a] 100.00] 100.00 100.00] Foreign Ecometales Limited Channel Islands | – us$ 0] 100.00] 100.00 100.00] Foreign Exploraciones Mineras Andinas Ecuador EMSAEC S.A. Ecuador US$ a] 100.00] 100.00 100.00] Foreign Cobrex Prospeccao Mineral Brazil BRL a] 51.00 51.00 51.00]
78.860.780-6 Compañía Contractual Minera los Andes Chile US$ 99.97] 0.03] 100.00 100.00]
79.566.720-2 Isapre Chuquicamata Ltda. Chile cup 0.00] 0.00 – 100.00]
81.767.200-0 Asociación Garantizadora de Pensiones Chile cup 96.59 dl 96.69 96.59
88.497.100-4 Clínica San Lorenzo Limitada Chile cup 99.90 0.10 100.00] 100.00]
76.521.250-2 San Lorenzo Institución de Salud Previsional Ltda. Chile CLP a] 100.00] 100.00] 100.00]
89.441.300-k Isapre Río Blanco Ltda, Chile cup a] dl – 100.00]
96.817.780-k Ejecutora Proyecto Hospital del Cobre Calama S.A Chile US$ 99.99] 0.01] 100.00 100.00]
96.819.040-7 Complejo Portuario Mejilones S.A. Chile US$ 99.99] 0.01] 100.00 100.00]
96.991.180-9 Codelco Tec SpA Chile US$ 99.91] 0.09] 100.00 100.00]
99.569.520-0 Exploraciones Mineras Andinas S.A Chile US$ 99.90] 0.10] 100.00 100.00]
99.573.600-4 Clínica Río Blanco S.A. Chile cup 99.00 1.00 100.00] 100.00]
76.064.682-2 Centro de Especialidades Médicas Río Blanco Ltda Chile CLP 99.00 1.00 100.00] 100.00]
77.773.260-9 Inversiones Copperfeld SpA Chile US$ 99.99] 0.01] 100.00 100.00]
76.043.396-9 Innovaciones en Cobre S.A. Chile US$ 0.05] 99.95 100.00 100.00]
76.148.338-2 Sociedad de Procesamiento de Moliadeno Ltda. Chile US$ 99.95] 0.05] 100.00 100.00
76.173.357-5 Inversiones Gacrux SpA Chile US$ 100.00] a] 100.00 100.00]
76.231.838-5 Inversiones Mineras Nueva Acrux SpA Chile US$ a] 67.80 67.80 67.80]
76.237.866-3 Inversiones Mineras Los Leones SpA Chile US$ 100.00] a] 100.00 100.00]
76.173.783-k Inversiones Mineras Becrux SpA Chile US$ a] 67.80 67.80 67.80]
76.124.156-7 Centro de Especialidades Médicas San Lorenzo Ltda Chile US$ a] 100.00] 100.00 100.00]
76.255.061-K Central Eléctrica Luz Minera SpA Chile US$ 100.00] dl 100.00 100.00]
70.905.700-6 Fusat Chile CLP a] dl 0 a]
76.334.870-7 Isalud Isapre de Codelco Ltda. Chile cup 59.26] 40.73 99.99 a] 78,394,040-k Centro de Servicios Médicos Porvenir Ltda. Chile CLP a] 99.00] 99.00 99.00
77.928.390-9 Inmobilaria e Inversiones Rio Cipreces Ltda. Chile CLP a] 99.90] 99.90 99.90
7.270.020-2 Prestaciones de Servicios de la Salud ntersalud Ltda. Chile CLP a] 99.00] 99.00 99.00
76,754.301-8 Salar de Maricunga SpA Chile CLP 100.00] dl 100.00] 100.00]
On July 15, 2019, according to Bermuda Registration Certificate No. 28890, the merger between Codelco Technologies and Codelco International is reported, the latter being the absorbing company of Codelco Technologies, for which it acquires 9.99 % of subsidiary Codelco Brasil and 100% of Ecometales.
F-250
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
On December 2, 2019, by public deed, the partners approved the merger by incorporation of the Institución de Salud Previsional Chuquicamata Ltda., San Lorenzo Institución de Salud Previsional Ltda., Institución de Salud Previsional Río Blanco Ltda., and Institución de Salud Previsional Fusat Ltda., the latter being the absorbing Isapre (health insuring entity). In addition, the partners approved modifications to the statutes related to a change in the company name, capital increase due to the merger, contribution and participation of the partners in the share capital.
For the purposes of these consolidated financial statements, subsidiaries, associates, acquisitions and disposals and joint ventures are defined as follows:
+ Subsidiaries – A subsidiary is an entity over which the Corporation has control. Control is exercised if, and only if, the following conditions are met: the Corporation has i) power to direct the relevant activities of the subsidiaries unilaterally; ii) exposure or rights to variable returns from these entities; and iii) the ability to use ¡ts power to influence the amount of these returns.
The Corporation reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
The consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows of Codelco and its subsidiaries, after eliminating all inter-company balances and transactions.
The value of the participation of non-controlling shareholders in equity, net income and comprehensive income of subsidiaries are presented, respectively, in the headings “Non- controlling interests” of the consolidated statement of financial position; “Net income attributable to non-controlling interests”; and Comprehensive income attributable to non-controlling interests in the statements of comprehensive income.
+. Associates – An associate is an entity over which Codelco has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the associate but is not control or joint control over those policies.
Codelco’s interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelco’s share of the comprehensive income of the associate, less any impairment losses or other changes to the investment in net assets of the associate.
Appropriate adjustments to the Codelco’s share of the associate’s profit or loss after acquisition are made in order to account for depreciation of the depreciable assets and related deferred tax balances based on their fair values at the acquisition date.
F-251
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
e)
+. Acquisitions and Disposals – The results of businesses acquired are incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
If control is lost over a subsidiary, the retained ownership interest in the investment will be recognized at its fair value.
At the acquisition date of an investment in a subsidiary, associate or joint venture, any excess of the cost of the investment (consideration transferred) plus the amount of the non-controlling interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelco’s share of the net fair value of the identifiable assets and acquired liabilities is recognized as goodwill. Any excess of Codelco’s share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
+. Joint Ventures – The entities that qualify as joint ventures are accounted for using the equity method.
Foreign currency transactions and Reporting currency conversion- Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Exchange differences on such transactions are recognized in profit or loss in the period in which they arise and are included in line item Foreign exchange differences in the consolidated statement of comprehensive income.
At the end of each reporting period, assets and liabilities denominated in Unidades de Fomento (UF or inflation index-linked units of account) are translated into U.S. dollars at the closing exchange rates at that date (12312019: US$37.81; 12312018: US$39.68). The expenses and revenues in Chilean pesos have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting recording of each operation.
The financial statements of subsidiaries, associates and jointly controlled entities, whose functional currency is other than the presentation currency of Codelco, are translated as follows for purposes of consolidation:
+ Assets and liabilities are translated using the prevailing exchange rate on the closing date of the financial statements.
+ Income and expenses for each statement of comprehensive income are translated at average exchange rates for the period.
F-252
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
9)
+ All resulting exchange differences are recognized in other comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows: o Closing exchange ratios Relation 12312019 12312018 USD CLP 0.00134 0.00144 USD GBP 1.31320 1.27000 USD BRL 0.24910 0.25848 USD EURO 112133 1.14390 USDAUD 0.70018 USDHKD 0.12844
Offsetting balances and transactions – In general, assets and liabilities, income and expenses, are not offset in the financial statements, unless required or permitted by an IFRS or when offsetting reflects the substance of the transaction as well as when it is the intention of the Corporation to settle a transaction net.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of comprehensive income.
Property, plant and equipment and depreciation – Items of property, plant and equipment are initially recognized at cost. Subsequent to initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
Extension, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or an increase in the useful life of the assets are capitalized as increasing the cost of the corresponding assets.
Furthermore, assets acquired under finance lease contracts are included in property, plant and equipment.
The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. All other assets included in property, plant and equipment are depreciated using the straight-line method.
The assets included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
F-253
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Category Useful Life Land Not depreciated Land on mine site Units of production Buildings Straight-line over 20-50 years Buildings in underground mine levels Units of production level Vehicles Straight-line over 3-7 years Plant and equipment Units of production Smelters Straight-line Refineries Units of production Mining rights Units of production Support equipment Units of production Intangibles – Software Straight-line over 8 years Open pit and underground mine development Units of production
Leased assets are depreciated over the lease term or their estimated useful life, whichever is shorter.
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates is recognized prospectively.
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long-term plans updated as of that date.
This review may be made at any time if the conditions of ore reserves change significantly as a result of new known information, confirmed and officially released by the Corporation.
Gains or losses on the sale of disposal of an asset are calculated as the difference between the net disposal proceeds received and the carrying amount of the asset, and are included in profit or loss when the asset is derecognized.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period of time before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at US$1.
F-254
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
h)
Notwithstanding the above, those reserves and resources acquired as part of acquisition of entities accounted for as business combinations, are recognized at their fair value.
Intangible assets – The Corporation initially recognizes these assets at acquisition cost. Subsequent to initial recognition, intangible assets are amortized in a systematic way over their economic useful life, except for those assets with indefinite useful life, which are not amortized. Indefinitely-lived intangible assets are tested for impairment at least annually, and whenever there ¡is an indication that these assets may be impaired. Definitely-lived intangible assets are tested for impairment when an indicator of impairment has been identified. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impairment losses.
The main intangible assets are described as follows:
Research and Technological Development and Innovation Expenditures: The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives.
Development expenses for technology and innovation projects are recognized as intangible assets at cost, if and only if, all of the following have been demonstrated: e The technical feasibility of completing the intangible asset so that it will available for use or sale; The intention to complete the intangible asset is to use or sell it; The ability to use or sell the intangible asset; That the intangible asset will generate probable future economic benefits; The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and e The ability to measure reliably the expenditure attributable to the intangible asset during its development.
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
Impairment of property, plant and equipment and intangible assets – The carrying amounts of property, plant and equipment and intangible assets with finite useful lives are reviewed to determine whether there is an indication that those assets have suffered an impairment loss. If any such indicator exists, the Corporation estimates the asset’s recoverable amount to determine the extent of the impairment loss which ¡is then recorded.
For assets with indefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
F-255
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The Corporation has defined each of its divisions as a cash generating unit.
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (LOM), based on a model of discounted cash flows, while the assets not included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. When an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years.
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under lAS 36 Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies.
When calculating value in use, it is also necessary to base the calculations on the spot exchange rate at the date of calculation.
Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre-feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PPé.E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
F-256
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
k)
Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– – Itis probable that the future economic benefits associated with the stripping activity will flow to the entity.
– Itis possible to identify the components of an ore body for which access has been improved as a result of the stripping activity.
– The costs relating to that stripping activity can be measured reliably.
The amounts recognized in property, plant and equipment are depreciated according to the units of production extracted from the ore body related to the specific stripping activity which generated this amount.
Income taxes and deferred taxes – Codelco and its Chilean subsidiaries recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, as well as, the specific tax on mining referred to in Law 20026 of
2005. lts foreign subsidiaries recognize income taxes according to the tax regulations in each country.
In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, which states that tax payments will be made on March, June, September and December of each year, based on a provisional tax calculation.
Deferred taxes on temporary differences and other events that generate differences between the accounting and tax bases of assets and liabilities are recognized in accordance with lAS 12 Income taxes.
Deferred taxes are also recognized for undistributed profits of subsidiaries, associates and joint ventures, originated by withholding tax rates on remittances of dividends paid out by such companies to the Corporation.
Inventories – Inventories are measured at cost, when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (¡,e,, marketing, sales and distribution expenses).
Costs of inventories are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non-current, according to the normal cycle of operation.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
– Materials in warehouse: These inventories are measured at their acquisition cost. The Corporation estimates an allowance for obsolescence considering the turnover rate of slow-moving materials in the warehouse.
– Materials in transit: These inventories are measured at cost incurred until the end of reporting period. Any difference as a result of an estimate of net realizable value of the inventories lower than its carrying amount is recognized in profit or loss.
Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute its net income as presented in the financial statements. The payment obligation is recognized on an accrual basis.
Employee benefits – Codelco recognizes a provision for employee benefits when there is a present obligation (legal or constructive) as a result of services rendered by its employees.
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee termination indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the indemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees, which are paid based on a fixed percentage applied to the monthly taxable salary of retirees covered by this agreement. This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of December 31, 2019.
The employee termination indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position represent the present value of the accrued obligations. Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits.
The assumptions include an annual discount rate, expected increases in salaries and turnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire.
Accordingly, these arrangements are accounted for as termination benefits and required accruals are established based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
F-258
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
p)
a)
Provisions for decommissioning and site restoration costs – The Corporation is obliged to incur decommissioning and site restoration costs when such site restoration or decommissioning is required due to a legal or constructive obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
A provision is recognized for decommissioning and site restoration costs. The amount of the provision is the present value of the expenditures expected to be required to settle the obligation. The provision is initially recognized with a corresponding increase in the carrying amount of the related assets,
The provision for decommissioning and site restoration costs is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the statement of income. The carrying amount of the related asset is depreciated over its useful life.
Changes in the measurement of the decommissioning and site restoration provision that result from changes in the estimated timing or amount of the outflow of resources embodying economic benefits required to settle the obligation, or a change in the discount rate, are added to, or deducted from, the cost of the related assets in the period when changes occurred. The amount deducted from the cost of the related assets cannot exceed its carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess ¡is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of an asset, the Corporation considers whether this is an indication that the new carrying amount of the asset may not be fully recoverable. If such an indicator exists, the Corporation tests the asset for impairment by estimating its recoverable amount, and recognizes an impairment loss, if any.
The effects of the updating of the liability, due to the effect of the discount rate and or passage of time, is recorded as a financial expense.
Leases
Leases as of January 1, 2019 – Effective January 1, 2019, IFRS 16 Leases becomes effective, for which the Corporation evaluates its contracts at initial application to determine whether they contain a lease. The Corporation recognizes an asset for right of use and a corresponding liability for lease with respect to all lease agreements in which Codelco is the lessee, except for short-term leases (defined as a lease with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Corporation recognizes lease payments as an operating cost on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The incremental rate for loans used by Codelco is determined by estimating the interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option.
Variable payments that do not depend on an index or a rate are excluded.
The lease liability is subsequently measured as follows: the carrying amount increased to reflect the interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) when:
– There is a change in the term of the lease or;
– There is a change in the assessment of an option to purchase the underlying asset or;
– There is a change in an index or rate which generates a change in cash flows.
The right-of-use assets include the amount of the initial measurement of the lease liability, the lease payments made before or until the start date less the lease incentives received and any initial direct costs incurred. The assets for right to use are subsequently measured at cost less accumulated depreciation and accumulated losses due to impairment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with IAS 37.
Costs are included in the corresponding asset for right of use, unless those costs are incurred to produce inventories.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset or the cost of the asset for right of use reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset is depreciated over the useful life of the underlying asset.
Depreciation is made from the start date of the lease.
The assets for right of use and the lease liability are presented under “Property, plant and equipment” and “Other financial liabilities”, respectively, in the consolidated statement of financial position.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Leases until December 31, 2018- Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Corporation. All other leases are classified as operating leases. Operating lease costs are recognized as an expense on a straight- line basis over the lease term.
Assets held under finance leases are initially recognized as assets at the inception of the lease at either their fair value or the present value of the minimum lease payments (discounted at the interest rate implicit in the lease), whichever is lower. Lease payments are apportioned between finance costs and reduction of the lease obligation so as to achieve a constant rate of return on the remaining balance of the liability. Lease obligations are included in other current or non-current liabilities, as appropriate.
In accordance with IFRIC 4 Determining whether an Arrangement contains a Lease, an arrangement is, or contains a lease ¡f fulfilment of the arrangement is dependent on the use of a specific asset or assets and if the arrangement conveys the right to use the asset, even if that right is not explicitly specified.
Revenue from Contracts with Customers – Revenue ¡is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
– – Sale of mineral goods and or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation ¡is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there is receipt of the product (FOB ship point) instead of the buyer’s corresponding destination, thus recognizing revenue at the time of said transfer.
When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales of copper is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
s) on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing is typically between one and nine months.
Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
In terms of hedge accounting established by IFRS 9, the Corporation has opted to continue applying the hedge accounting requirements of lAS 39 instead of the requirements of the new standard. Therefore, there were no generated effects either at the level of account balances or at the level of disclosures.
Sales in the Chilean market are recognized in conformity with the regulations that govern domestic sales as indicated in Articles 7, 8 and 9 of Law No. 16624, modified by Article 15 of Decree Law No. 1349 of 1976, on the determination of sales prices for the internal market which does not differ from IFRS 15.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
– – Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services is recognized when the amounts can be measured reliably and when the services have been provided.
Derivative contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of its products and of exchange rates.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the ineffective portion is immediately recognized in profit or loss, and included in the Finance cost or Finance income line items.
Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the effect for the fluctuation in the recognized hedged item.
A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%. Changes in fair value accumulated in other comprehensive income are subsequently reclassified from equity to profit or loss in the same period or periods during which the hedged item affects profit or loss. Upon discontinuation of hedge accounting and depending on the circumstances, the cumulative gain or loss on the hedging instrument remains in equity until the hedged transaction occurs or, if the hedged
F-262
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) t transaction is not expected to occur, the amount accumulated in other comprehensive income ¡s reclassified to profit or loss.
The total fair value of hedging derivatives is classified as non-current financial asset or liability, ifthe remaining maturity of the hedged item is greater than 12 months, and as current financial asset or liability, if the remaining maturity of the hedged item ¡is less than 12 months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below: Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate variations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
The hedging policies seek to cover expected cash flows from the sale of products by fixing the sale prices for a portion of future production. When the sales agreements are fulfilled and the derivative contracts are settled, the results from sales and derivative transactions are offset in profit or loss in revenue.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there ¡s an embedded derivative, and the host contract is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative is required to be recognized separately.
Financial information by segment – The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments. The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente, In addition, the smelting and refining activities are managed at the Ventanas Division. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively.
Income and expenses of the Head Office are allocated to the defined operating segments.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
u) Presentation of Financial Statements – The Corporation presents (i) its statements of financial position classified as “current and non-current, (ii) profit or loss or loss and other comprehensive income in one statement and the classification of expenses within profit or loss by function, and (iii) its statement of cash flows using the direct method.
v) Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of initial recognition. The classification depends on the business model in which the investments are managed and the contractual characteristics of their cash flows.
The Corporation’s financial assets are classified into the following categories:
Fair value through profit or loss:
Initial recognition: This category includes those financial assets not qualifying under the categories of Fair Value through Other Comprehensive Income or Amortized Cost. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition is at fair value, recording in the consolidated statement of comprehensive income, in the line Other gains (losses) any changes in fair value.
Amortized cost:
Initial recognition: This category includes those instruments with respect to which the objective of the business model of the Corporation is to hold the financial instrument to collect contractual cash flows and such cash flows consist of solely payments of principal and interest. This category includes certain Trade and other current receivables, and the loans included in other non-current financial assets.
Subsequent recognition: These instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any impairment allowance.
Interest income ¡is recognized in profit or loss and ¡is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
– At fair value through other comprehensive income:
Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPPI) are classified in this category and must be maintained within a business model both to collect the cash flows and to sell the financial assets. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in income. Other net gains and losses are recognized in other comprehensive income.
On derecognition, the gains and losses accumulated in other comprehensive income for debt instruments are reclassified to income.
Codelco did not irrevocably choose to designate any of its investment assets at fair value with effect on other comprehensive income.
w) Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs.
Subsequent to their initial recognition, the valuation of the financial liabilities will depend on their classification, within which the following categories are distinguished:
– – Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
– – Financial liabilities at amortized cost: This category includes all financial liabilities other than those measured at fair value through profit or loss.
The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
Trade and other current payables are financial liabilities that do not explicitly accrue interest and are recognized at their nominal value, which approximates its fair value.
Financial liabilities are derecognized when the liabilities are paid or expire.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
x)
y)
Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of its trade receivables. For these, it uses the simplified approach as required under IFRS 9. The Corporation considers a trade receivable to be in default at 90 days.
The provision matrix is based on an entity’s historical credit loss experience over the expected life of such trade receivables and is adjusted for forward-looking estimates taking into account the most relevant macroeconomic factors that affect bad debts.
Other accounts receivable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets. A provision is established for impairment losses in trade accounts receivable and other financial assets, when there is objective evidence that those amounts owed cannot be fully recovered.
Cash and cash equivalents and statement of cash flows prepared using the direct method – The statement of cash flows reflects changes in cash and cash equivalents that took place during the period, determined under the direct method. For the purposes of preparing the statement of cash flows, the Corporation has defined the following:
– Cash flows: inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.
– – Operating activities are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
– Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.
– – Financing activities are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
Bank overdrafts are classified as external resources in current liabilities.
Law No. 13196 – Law No. 13196 requires the payment of a 10% special export tax on receivables of the sales proceeds that Codelco receives and transfers to Chile from the export of copper and related by-products produced by Codelco. The Chilean Central Bank deducts 10% of the amounts that Codelco transferred to its Chilean bank account. The amount recognized for this concept is presented in the statement of income within the line item Other expenses.
On January 27, 2017, Law No. 20989, article 3, establishes changes in the application of Law No.
13196 as of January 1, 2018, through which the Corporation will deposit annually, no later than December 15 of each year, the funds established in article 1 in that law.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2) aa) ab) ac) ad)
On September 26, 2019, Law No. 21,174 was published, which repeals Law No. 13,196 and establishes that the 10% tax to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% in the twelfth year. The validity of this law is as of January 1, 2020.
Cost of sales – Cost of sales is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
Environment – The Corporation adheres to the principles of sustainable development, which foster the economic development while safekeeping the environment and the health and safety of its collaborators. The Corporation recognizes that these principles are central for the well-being of its collaborators, care for the environment and success in its operations.
Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that is, as current for those with a maturity equal to or less than twelve months and as non-current for those with a greater maturity.
Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non- current liabilities.
Non-current assets or groups of assets for disposition classified as held for sale: The Corporation classifies as non-current assets or groups of assets for disposal, classified as held for sale, properties, plants and equipment, investments in associates and groups subject to expropriation (group of assets that are going to be disposed of together with their directly related liabilities), for which, at the closing date of the financial statements, their sale has been committed to or steps have been initiated and it is estimated that it will be carried out within the twelve months following said date. These assets or groups subject to disposal are valued at book value or the estimated sale value minus the costs necessary for sale, whichever is less, and are no longer amortized from the moment they are classified as non-current assets held for sale. Non-current assets or groups of assets for disposal classified as held for sale and the components of the groups subject to disposal classified as held for sale are presented in the consolidated statement of financial position on a line for each of the following concepts: “Non-current assets or groups of assets for disposition classified as held for sale” andor Non-current liabilities or groups of liabilities for disposition classified as held for sale.
New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2018, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2019, which are:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
a) IFRS 16, Lease: In the current period, the Corporation has applied IFRS 16 Leases for the first time.
IFRS 16 introduces new or modified requirements with respect to the accounting for leases. lt introduces significant changes to lease accounting for lessees by removing the distinction between operating and financial leases; requires the recognition, at the outset, of an asset for right to use and a lease liability for all leases, allowing exemptions for short-term leases and leases of low-value assets. In contrast to the accounting for the lessee, the requirements for the accounting of the lessor remain largely unchanged.
Details of these new requirements are described in Chapter Il, note 2, letter q Leases. The impact of the adoption of IFRS 16 in the consolidated financial statements of the Corporation is described below.
The initial application date of IFRS 16 for the Corporation is January 1, 2019.
The Corporation has applied IFRS 16 with the cumulative effect of the initial application of the standard recognized as of January 1, 2019. Consequently, it has not restated the comparative financial information.
Impact of the new definition of a lease
The change in the definition of a lease is mainly related to the concept of control. IFRS 16 determines whether a contract contains a lease on the basis of whether the client has the right to control the use of an identified asset for a period of time in exchange for consideration.
Impact on the accounting of leases
Operating Leases – IFRS 16 changes with respect to how the Corporation accounts for leases previously classified as operating leases under IAS 17, which, with this change, are recognized in the assets and liabilities of the statement of financial position.
The Corporation has re-evaluated all of its contracts at the date of initial application. As a result of the foregoing, leases have been re-assessed in accordance with the new requirements of IFRS 16.
Transition rules
As of the transition date of January 1, 2019, the Corporation recognizes its leases with the accumulated effect on the date of initial application, opting to recognize a right to use asset equal to the lease liability.
Practical expedients applied in the transition to operating leases
– Discount rate applied to a lease portfolio;
– Short-term lease exemption for those contracts whose term ¡s less than twelve months;
– – Exemption for leases of low-value;
– Review of lease contracts at transition under the onerous contract provisions of lAS 37 rather than undertaking an impairment review under IAS 36;
– – Measurement of right-of-use assets at lease liability amount at date of initial application;
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Impact on assets, liabilities and equity as of January 1, 2019
. . Balances Balances prior Adjustment – adjusted by to IFRS 16 IFRS 16 IERS 16
ThUss$ ThUuss
ThUuss Property, plant and equipment (1) 26,754,998 373,889 27,128,887 Total Assets 37,090,805 373,889 37,464,694 Other current financial liabilities 872,277 96,404 968,681 Other non-current financial liabilities 14,674,510 277,485 14,951,995 Total Liabilities 25,746,936 373,889 26,120,825 Net Effect 11,343,869 . 11,343,869
Reconciliation of operating leases under lAS 17 disclosed as of December 31, 2018 and lease liabilities recognized as of January 1, 2019
January 1, 2019
Reconciliation of operating leases ThUS $ Operating lease commitments as of December 31, 2018, as disclosed in the consolidated a : . 266,351 financial statements in accordance with 1AS17.
Less initial recognition exceptions: Short-term leases (55,360) Leases with variable payments that do not depend on an index or a rate (69,070) Low-value leases (220) Total lease liabilities (undiscounted) recognized as of January 1, 2019 141,701 Plus: Leases identified in existing contracts as of January 1, 2019 under IFRS 16 (1) 421,608 Discounted using the incremental borrowing rate atthe date of the initial application (January 1,
3.81%
2019) Discounted financing lease liabilities recognized as of January 1, 2019 373,889 Lease liabilities related to leases previously classified as financial leases 107,839 Total lease liabilities recognized on January 1, 2019 481,728 Consisting of: Lease liabilites current portion 117,914 Lease liabilities non-current portion 363,814 Total lease liabilities recognized on January 1, 2019 481,728
(1) The Corporation has re-evaluated all of its contracts at the date of initial application, including those that under lAS 17 and IFRIC 4, had not been identified as leases. As a result of the foregoing, leases have been included in accordance with the new requirements of IFRS 16.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
b) IFRIC 23 Uncertainty about treatment of income tax
IFRIC 23 establishes how to determine a tax position when there is uncertainty about the treatment for income tax. For this determination, the steps are as follows: ¡determine if uncertain tax positions should be evaluated separately or as a whole; li. evaluate if the tax authority is likely to accept an uncertain tax treatment used, or proposed to be used, by an entity in its tax returns:
– Ifacceptable, the entity must determine its accounting tax position in a manner consistent with the tax treatment used or planned to be used in its tax return.
– Ifuncertain, the entity must reflect the effect of uncertainty in the determination of its accounting tax position.
The Corporation has determined that it has no significant uncertain tax positions.
The application of IFRIC 23 has not materially affected the consolidated financial statements of Codelco.
c) Amendments to IFRS 9, Features of prepayment with negative compensation
The amendments to IFRS 9 clarify that for purposes of evaluating whether a prepaid feature meets the condition of cash flows that are only principal and interest payments (SPPI), the party exercising the option could pay or receive reasonable compensation for the prepayment regardless of the reason for the prepayment. The application of these amendments had no impact on the consolidated financial statements of the Corporation, however it could affect the accounting of future transactions or agreements.
d) Amendments to IAS 28, Long-term investments in associates and joint ventures
The amendments clarify that when applying IFRS 9 to long-term investments, an entity does not take into account the adjustments to its carrying amounts required by lAS 28. The application of these amendments had no impact on the consolidated financial statements of the Corporation, however, it could affect the accounting of future transactions or agreements.
e) Amendments to IAS 19, Employee Benefits Plan Amendment, Curtailment or Settlement
The amendments clarify that the past service cost (or of the gain or loss on settlement) is calculated by measuring the defined benefit liability (asset) using updated assumptions and comparing benefits offered and plan assets before and after the plan amendment (or curtailment or settlement) but ignoring the effect of the asset ceiling (that may arise when the defined benefit plan is in a surplus position). ¡AS 19 is now clear that the change in the effect of the asset ceiling that may result from the plan amendment (or curtailment or settlement) is determined in a second step and is recognized in the normal manner in other comprehensive income. The amendments to lAS 19 require the use of updated actuarial assumptions to remeasure the service cost and the net interest for the remainder of the reporting period after the change to the plan. The application of these amendments had no impact on the consolidated financial statements of the Corporation, however it could affect the accounting of future transactions or agreements.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
f) Annual improvements cycle 2015 – 2017 (amendments to IFRS 3, IFRS 11, IAS 12 and lAS 23)
– Amendments to IFRS 3 and IFRS 11: Adds paragraphs on treatment for acquisitions in participations previously held in a joint operation.
– Amendments to IAS 12: Add paragraph on treatment of taxes related to dividends payable.
– Amendments to IAS 23: Modify wording on application of the capitalization rate.
The application of these amendments had no impact on the consolidated financial statements of the Corporation, however it could affect the accounting of future transactions or agreements.
New accounting pronouncements
a) The following new IFRS, amendments and interpretations had been issued by the lASB, but their application is not yet mandatory:
New IFRS Date of mandatory application Summary Establishes the principles for the IFRS 17, Insurance Contracts Annual periods beginning on or after | recognition, measurement, January 1, 2021 presentation and disclosure of insurance contracts, – reinsurance contracts and investment contracts with discretional participating features and supersedes IFRS 4 Insurance contracts.
Amendments to IFRS
Date of mandatory application
Summary
Amendment to IFRS 10 and IAS
Date to be determined by IASB.
Recognizes the profits or losses of sales of assets between an investor and an associate or a joint venture, which are recognized for the total when the transaction involves assets which constitute a business and are recognized partially when the assets do not constitute a business.
28: Sale or Contribution of Assets Definition of a Business (Amendments to IFRS 3)
Annual reporting periods beginning on or after January 1, 2020
Clarifies that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs
Definition of Material (Amendments to IAS 1 and IAS
8)
Annual reporting periods beginning on or after January 1, 2020
Clarifies the definition of ‘material and aligns the definition used in the Conceptual Framework and the standards.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Modifications Conceptual Framework for the Report Revised Financial
Annual periods initiated on or after the January 1, 2020
It incorporates some new concepts, provides updated definitions and recognition criteria for assets and liabilities. This modification accompanies a separate document, “Modifications to the References to Conceptual Framework in the Rules IFRS ” which establishes amendments to other IFRS in order to update the references to the new Conceptual Framework
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
Annual reporting periods beginning on or after 1 January 2020
The amendments in Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) clarify that entities would continue to apply certain hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform.
The Administration does not expect significant impacts with respect to standards, amendments and interpretations indicated above.
EXPLANATORY NOTES
Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2019 and 2018, is as follows: ltem 12312019 | 12312018 ThUS$ ThUS$
Cash on hand 49,017 25,033 Bank balances 213,580 59,030 Time deposits 972,125 1,131,049 Mutual Funds – Money Market 2,158 1,698 Repurchase agreements 66,225 12,315 Total cash and cash equivalents 1,303,105 1,229,125
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
2. Trade and other receivables
a) Accruals for open sales invoices
As mentioned in the Summary of Significant Accounting Policies Section, the Corporation adjusts its revenues and trade receivable balances, based on future copper prices through the recognition of an accrual for open sales invoices.
When future price of copper is lower than the provisional invoicing price, the accrual is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation the accrual is presented as a deduction from the line item trade and other current receivables.
– For those customers that do not have due balances with the Corporation the accrual is presented in the line item trade and other current payables.
When the future copper price is higher than the provisional invoicing price, the accrual is added to the line item trade and other current receivables.
According to the foregoing, as of December 31, 2019 and for provisions for unfinalized sales invoices, a positive amount of ThUS$98,045 is presented intrade and other current receivables for open invoices related to customers with no outstanding amounts to Codelco.
As of December 31, 2018, a negative amount is presented in the trade and other current receivable of ThUS$96,396 and a provision of ThUS$5,025 in the trade accounts payable item of current liabilities, the latter associated with customers that do not present balances owed to Codelco; totaling a negative effect of ThUS$101,421 for open invoices related to customers..
b) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding allowances for doubtful accounts:
Current Non-Current Items 12312019 12312018 12312019 12312018 ThuS$ ThUuS$ ThUS$ ThuS$
Trade receivables (1) 1,934,245 1,542,420 438 820 Allowance for doubtful accounts (3) (7,530) (37,811) – – Subtotal trade receivables, net 1,926,715 1,504,609 438 820 Other receivables (2) 668,218 712,446 98,106 83,911 Allowance for doubtful accounts (3) (6,665) (4,846) – – Subtotal other receivables, net 661,553 707,600 98,106 83,911 Total 2,588,268 2,212,209 98,544 84,731
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
(1) Trade receivables correspond to the sales of copper and its by-products, those that in general are sold in cash or through banks transfers.
(2) Other receivables mainly consist of the following items:
+ Corporation’s employee short-term loans and mortgage loans, both monthly deducted from the employee’s salaries. Mortgage loans granted to the Corporation’s employees for ThUS$48,809 are secured with collateral.
+ Reimbursement receivables from insurance companies.
+ Advance payments to suppliers and contractors.
+ Accounts receivable for tolling services (Ventanas Smelter).
+ VAT credit and other refundable taxes of ThUS$179,486 and ThUS$201,274 as of December 31, 2019 and 2018, respectively.
(3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the year ended December 31, 2019 and 2018, were as follows:
12312019 12312018 Items ThUS$ ThUS$
Opening balance 42,657 40,100 Net Increases 1,709 7,215 Write-offsapplications (30,171) (4,658) Total movements (28,462) 2,557 Closing balance 14,195 42,657
As of December 31, 2019 and 2018, the balance of past due but not impaired trade receivables, is as follows: . 12312019 12312018 Maturity ThuS$ ThUS$ Less than 90 days 9,510 3,473 Between 90 days and 1 year 1,211 4,789 More than 1 year 9,530 10,266 Total trade receivables past-due but not impaired 20,251 18,528
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
3. Balance and transactions with related parties
a) Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XVI of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries.
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which were communicated through a significant event notice to the CMP), that defines customary transactions as those carried out with its related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelco’s activities.
Likewise, consistent with the legal framework, the Corporation maintains within its internal framework a specific policy about transactions between related persons and companies with Codelco’s employees. Codelco’s Corporate Policy No.18 (“CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, when required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, Legal Counsel, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons, and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No.
18.
The most significant transactions with related persons and the amounts involved are detailed in the following table:
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1112019 1112018 . Taxpayer o Description of the 12312019 1213112018 Entity Country| Nature of the relationship .
number transaction Amount Amount ThUS$ ThUS$
Administración de Sistemas y Services Herman 76.349.138-2 | Chile |Employee’s relaive Services – 200 Yerko Valenzuela Rojas E.LR.L
Anglo American Sur S.A. 77.162.940:9 | Chile [Associate Supplies 16 55 Arcadis Chile S.A. 89.371.200-3 | Chile [Employee’ relative Services – 3511 Asociación Chilena de Seguridad 70.360.100-6 | Chile | Member of Board of directors Services – 852
B.Bosch S.A 84.716.400 | Chile [Employee’s relative Supplies 5,071 – Centro de Capacitación y Recreación Radomiro Tomi[ 75.985.550-7. | Chile [other related Services 62 847 Codelco Tec SpA 96.991.180-9 | Chile |Subsidiary Services – 10,000 Ecometales Limited agencia en Chile 59.087.530-9 | Chile |Subsidiary Services 43,495 20,040 Exploraciones Mineras Andinas S.A. 99.569.520-0 | Chile |Subsidiary Services – 358,130 Flsmidth S.A. 89.564.200-6 | Chile |[Employee’ relative Supplies 5,812
Fundacion Educacional de Chuquicamata 72.147.309 | Chile |Founder member donor Services 134 – Fundación Orquesta Sinfónica Infantil de los Andes. | 65.018.784-9 | Chile |Founder member donor Services 270 297 Glasstech S.A, 87.949.500-8 | Chile [Employee relative Supplies – 3 Highservice ingeniería y construcción ltda. 76.378.396-0 | Chie |[Employee’ relative Services 11,803
Industrial Support Company Ltda 77.276.280-1 | Chile [Employee’ relative Services 76,389 – Industrial y Comercial Arimatemb Ltda. 76.108.720-7 | Chile [Employee’ relative Services 20 28 Inoxa S.A. 99.513.620-1 | Chile [Employee’ relative Services – 468 Institución de Salud Previsional Chuquicamata Ltda. | 79.566.720-2 | Chile |Subsidiary Services 3,257 2 Institución de Salud Previsional Río Blanco Ltda. 80.441.300 | Chile |Subsidiary Services – 47,028 Kairos Mining S.A. 76.781.030 | Chile [Oher related Services – 13,700 Komatsu Chile S.A. 96.843.130-7. | Chile [Employee relative Services y Supplies 20,446 138,962 Linde Gas Chile S.A. 90.100.000 | Chile [Employee’s relative Supplies 147 91 Marsol S.A. 91.443.000-3 | Chile [Employee relative Supplies 101 – San Lorenzo Isapre Limitada 76.521.250-2 | Chile |Subsidiary Services – 25,945 Services de Ingeniería IMA S.A. 76.523.610 | Chile [Employee’s relative Services – 125 Soc, de Prod. y Serv. Solava Ltda 78.563..520-9 | Chile |[Employee’ relative Supplies 57
Sociedad Contractual Minera El Abra. 96.701.340-4 | Chile [Associate Supplies 73
Sodimac S.A. 96.792.430 | Chile [Employee’s relative Supplies 1,644
Sonda S.A. 83.528.100-4 | Chile [Employee’ relative Services 221
Suez Medioambiente Chile S.A 77.441.8709 | Chile |[Employee’s relative Supplies 57 – “ranselec Norte S.A. 99.521.950-6 | Chile | Member of Board ofdirectors Services – 4,411 S y S Ingenieros Consultores S.A 84.146.100-2 | Chile |Employee’ relative Servicios 43 –
b) Key Management of the Corporation
In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
During the year ended December 31, 2019 and 2018, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
112019 112018 Taxpayer Nature of the Description of the 12312019 12312018 Name Country . . .
number relationship transaction Amount Amount TRUS$ ES] Blas Tomic Errázuriz 5.390.891-8 Chile – [Director Directors’s fees 115 122 Dante Contreras Guajardo 9.976.475-9 Chile [Director Directors’s fees – 34 Ghassan Day oub Pseli 14.695.762-5 Chile [Director Directors’s fees 92 97 Ghassan Day oub Pseli 14.695.762-5 Chile [Director Payroll 122 107 Hernán de Solminihac Tampier 6.263.304-2 Chile [Director Directors’s fees 92 63 Ignacio Briones Rojas 12.232.813-9 Chile [Director Directors’s fees 78 63 Isidoro Palma Penco 4.754.025-9 Chile – [Director Directors’s fees 92 97 Juan Benavides Feliú 5.633.221-9 Chile [Chairman of the board Directors’s fees 138 95 Juan Morales Jaramillo 5.078.923-3 Chile – [Director Directors’s fees 92 97 Laura Albornoz Pollmann 10.338.467-2 Chile – [Director Directors’s fees 34 Oscar Landerretche Moreno 8.366.611-0 Chile [Chairman of the board Directors’s fees 51 Paul Schiodtz Obilinovich 7.170.719-9 Chile – [Director Directors’s fees 92 97 Raimundo Espinoza Concha 6.512.182-4 Chile [Director Directors’s fees 92 97 Raimundo Espinoza Concha 6.512.182-4 Chile [Director Payroll 36 64
The Ministry of Finance through Supreme Decree No. 100, dated February 5, 2018, established the compensation for the Corporation’s Directors. The compensation to Board of Director members, is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch$3,931,757 (three million nine hundred and thirty one thousand, seven hundred and fifty seven Chilean pesos) for meeting attendance. The payment of the monthly compensation is dependent on meetings attended.
b. The Chairman of the Board will receive a fixed monthly compensation of Ch$7,863,513 (seven million eight hundred and sixty three thousand, five hundred and thirteen Chilean pesos).
c. Each member of the Directors* Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,310,584 for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors’ Committee will receive a fixed monthly compensation of Ch$2,621,171 for meeting attendance.
d. The compensation established in the legal text is effective for a period of two years, as from June 1, 2018, and will be updated on January 1, 2019, in accordance with the same provisions that govern the general salary adjustments of officials of the public sector. For the year 2019, the readjustment is 3.5%.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
On the other hand, the short-term benefits of key management of the Corporation paid during the year ended December 31, 2019 and 2018, were ThUS$11,442 and ThUS$12,382, respectively.
The methodology to determine the remuneration of key management was approved by the Board of Directors at a meeting held on January 29, 2003.
During the year ended December 31, 2019 and 2018, severance indemnities were paid to key management of the Corporation for ThUS$1,619 and ThUS$1,084, respectively.
There were no payments to key management for other non-current benefits during the year ended December 31, 2019 and 2018.
There are no share based payment plans granted to Directors or key management personnel of the Corporation.
c) Transactions with companies in which Codelco has ownership interest The Corporation undertakes commercial and financial transactions that are necessary for ¡ts activities with its subsidiaries, associates and joint ventures (related parties). The financial transactions correspond mainly to loans granted (mercantile current accounts).
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
As of the date of these financial statements, the Corporation has not recognized any allowance for doubtful accounts with respect to receivable balances from ¡ts related companies.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2019 and 2018, is as follows:
Accounts receivable from related companies: o Current Non-current Taxpayer Name Country Nature ol the Indexaion 12312019 | 12312018 | 12312019 | 12312018 number relationship currency Thus$ Thuss Thus$ Thus$
77.762.940-9 Anglo American Sur S.A. Chile Associate US$ 16,677 88,497 –
76.063.022-5 Inca de Oro S.A. Chile Associate US$ 438 380 – –
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 1,677 3,099 15,370 20,306
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate US$ 2,077 383 – –
96.801.450-1 Agua de la Falda S.A. Chile Associate US$ 5.0 6 224 224 Totals 20,874 92,365 15,594 20,530
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Accounts payable to related companies: o Current Non-current Tae Name Country Nature of the Indexaton 12312019 | 12312018 | 12312019 | 12312018 number relationship currency TRUS$ Thuss TRUS$ ThuS$
77.762.940-9 Anglo American Sur S.A. Chile Associate US$ 108,243 125,913
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate US$ 26,608 22,940
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 430 –
76.781.030-K Kairos Mining S.A. Chile Associate US$ 1,953 2,063 Totals 137,234 150,916
The following table sets forth the transactions carried out between the Corporation and its related companies and their corresponding effects in profit or loss for the year ended December 31, 2019 and 2018: 112019 112018 12312019 12312018 Effects on net Effects on net Taxpayer ” Ñ Index. o o Entity Nature of the transaction | Country income (charges) income (charges) number Currency ás ña Amount credits Amount credits ThuS$ ThUS$ THus$ Thus$
96.801.450-1 | Agua de la Falda S.A. ¡Sales of services Chile CLP 3 3 4 4
96.801.450-1 [Agua de la Falda S.A, ¡Capital contribution Chile US$ 190 338
77.762.940-9 [Anglo American Sur S.A, Dividends received Chile US$ 84,372 182,903
77.762.940-9 [Anglo American Sur S.A, Dividends recelvable Chile US$ – – 84,372 –
77.762.940-9 [Anglo American Sur S.A, ¡Sales of goods Chile US$ 25,044 25,044 58,411 58,411
77.762.940-9 | Anglo American Sur S.A, Sales of services Chile CLP 8,661 8,661 8,162 8,162
77.762.940-9 [Anglo American Sur S.A, Purchase of products Chile US$ 643,832 (643,832)! 711,384 (711,384)
Extranjera [Deutsche Geissdraht GmbH Dividends received Alemania | EURO – – 946
76.063.022:5 [Inca de Oro S.A. ¡Sales of services Chile CLP 198 16 214 29
77.781.030K |Kairos Mining Services Chile cup 21,050 (21,050) 31,281 (81,281)
77.781.030 |Kairos Mining ¡Sales of services Chile CLP 1 1
76.255.054-7 [Planta Recuperadora de Metales SpA Interest loans Chile US$ 1,029 1,029 1,029 1,029
76.255.054-7 [Planta Recuperadora de Metales SpA Services Chile US$ 23,656 (23,656)| 23,443 (23,443)
76.255.054-7 [Planta Recuperadora de Metales SpA ¡Sales of services Chile CLP 8,087 8,087 940 940
76.255.054-7 [Planta Recuperadora de Metales SpA ¡Sales of goods Chile US$ 65 65 4,077 4,077
76.255.054-7 [Planta Recuperadora de Metales SpA Loan recovery Chile CLP 5,966 3,242 –
96.701.340-4 |Soc. Contractual Minera El Abra Dividends received Chile US$ 3,062 – 4,900
96.701.340-4 [Soc. Contractual Minera El Abra Buy shares Chile US$ 4,000 4,000 – –
96.701.340-4 [Soc. Contractual Minera El Abra Purchase of products Chile US$ 242,900 (242,900)! 293,173 (293,173)
96.701.340-4 [Soc. Contractual Minera El Abra ¡Sales of goods Chile US$ 39,046 39,046 24,796 24,796
96.701.340-4 [Soc. Contractual Minera El Abra Other sales Chile US$ 1,493 1,493 1,493 1,493
96.701.340-4 |Soc. Contractual Minera El Abra Perceived commissions – [Chile US$ 100 100 113 113
96.701.340-4 |Soc. Contractual Minera El Abra Other purchases Chile US$ 39 (89)
d) Additional information
The current account receivable from Planta Recuperadora de Metales SpA. corresponds to the loan agreement granted to build its plant, which was signed on July 7, 2014.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsui) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to said subsidiary.
4. Inventories
The detail of inventories as of December 31, 2019 and 2018, ¡is as follows:
Current Non-current Items 12312019 12312018 12312019 12312018 ThUS$ Thus$ ThUS$ ThUS$
Finished products 210,309 446,344
Subtotal finished products, net 210,309 446,344 – – Products in process 1,150,060 1,137,605 585,681 457,070 Subtotal products in process, net 1,150,060 1,137,605 585,681 457,070 Material in warehouse and other 723,264 555,504
Obsolescence allowance adjustment (162,498) (96,805)
Subtotal material in warehouse and other, net 560,766 458,699 – – Total Inventories 1,921,135 2,042,648 585,681 457,070
The amount of inventories of finished goods transferred to cost of sales for the year ended December 31,
2019 and 2018 was ThUS$10,007,361 and ThUS$11,145,242, respectively.
For the year ended December 31, 2019 and 2018, the Corporation has not reclassified strategic inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence ¡s detailed below:
Changes in Allowance for Obsolescence 1213112019 121312016 ThuS$ ThUS$ Opening Balance (96,805) (94,083) Period provision (65,693) (2,722) Closing Balance (162,498) (96,805)
For the year ended December 31, 2019 and 2018, the Corporation recognized write-offs of damaged inventories for ThuS$35.136 and ThUS$4,004, respectively.
The provision for the net realizable value of inventories was ThUS$38,144 for the year ended December
31, 2019 (ThUS$31,889 for the year ended December 31, 2018).
During the year ended December 31, 2019 and 2018, increases in the provision for net realizable value were ThUS$6,255 and ThUS$28,890, respectively.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
As of December 31, 2019 and 2018, there are no unrealized gains or losses recognized on the intercompany sales of inventories of finished products.
As of December 31, 2019 and 2018, there are no inventories pledged as security for liabilities.
Income taxes and deferred taxes
a) Composition of income tax expense
112019 112018 Items 12312019 | 12312018
LES ThUS$ Current income tax (7,484) (92,270) Effect of Deferred Taxes (384, 160) (249,217) Adjustments to current tax from the prior period – (19,956) Other (1,601) 4,160 Total tax expense (393,245) (357,283)
b) Deferred tax assets and liabilities:
The following table details deferred tax assets and liabilities:
Deferred tax assets 12312019 12312018 ThUuS$ ThUus$ Provisions 1,556,662 1,429,060 Right of use liabilities 4,808 13,162 Tax loss 613,340 250,255 Other 2,906 4,603 Total deferred tax assets 2,177,716 1,697,080
Deferred tax liabilities 12312019 12812018 ThUS$ Thus$ Tax on mining activity 235,931 163,280 Property, plant and equipment 1,386,874 889,841 Postemploy ment benefit obligations 14,676 10,346 Accelerated depreciation for tax purposes 5,198,975 5,017,532 Fair value of mining properties acquired 108,518 108,518 Hedging derivatives – future contracts 14,889 12,282 Undistributed profits of subsidiaries 34,998 50,006 Total deferred tax liabilities 6,994,861 6,251,805
F-281
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
The following tables sets forth the deferred taxes as presented in the statement of financial position:
12312019 12312018 Deferred taxes ThUS$ Thus$ Non-current assets 43,736 31,443 Non-current liabilities 4,860,881 4,586,168 Net 4,817,145 4,554,725
The effects of deferred taxes on the components of other comprehen sive income are as follows:
Deferred taxes on components of other comprehensive income 1218112019 | 12812018 Thus$ Thus$ (Charge) credit cash flow hedge 52,072 (67,704) Defined Benefit Plans 69,667 33,148 Total deferred tax effect on components of other comprehensive income (loss) 121,739 (34,556) The following table sets forth the reconciliation of the effective tax rate: 12312019 Reconciliation of tax rate Taxable Base Atthe Taxrate
25.0% 40.0% 5% 25.0% 40.0% 5% Total THUS$ ThuS$ ThuS$ Thus$ TRUS$ Thus$ Thus$ Tax effect on the income (loss) before taxes 404,692 404,692 404,692 (101,173) (161,877) (20,235) (283,285) Tax effect on the income (loss) before taxes of subsidiaries 3,081 3,081 3,081 (770) (1,232) (154) (2,156) Tax effect consolidated profit (loss) before taxes 407,773 407,773 407,773 (101,943) (163,109) (20,389) (285,441) Permanent differences: First category income tax (25% ) 86,549 (21,637) – (21,637) Specific tax for state-owned entities Art 2 D.L. 2398 (40% ) 60,799 – (24,320) (24,320) Specific tax on mining activities 1,136,260 (56,813) (56,813) Single Tax Art. 21 Inc. N*1 (3,417) Differences imposed previous years – – (1,617) TOTAL TAX EXPENSE (123,580) – (187,429) – (77,202) (393,245) 12312018 Reconciliation of tax rate Taxable Base Atthe Tax rate
25.0% 40.0% 5% 25.0% 40.0% 5% Total THUS$ ThuS$ ThuS$ Thus$ TRUS$ Thus$ Thus$ Tax effect on the income (loss) before taxes 498,216 498,216 498,216 (124554) (199,286) (24911) (348,751) Tax effect on the income (loss) before taxes of subsidiaries 48,814 48,814 48,814 (12,204) (19,526) (2,441) (34,171) Tax effect consolidated profit (loss) before taxes 547,030 547,030 547,030 (136,758) (218,812) (27,352) (382,922) Permanent differences: First category income tax (25% ) (96,902) 24,226 – 24,226 Specific tax for state-owned entities Art. 2 D.L. 2398 (40% ) (114,392) – 45,757 45,757 Specific tax on mining activities 868,189 (43,409) (43,409) Single Tax Art. 21 Inc. N*1 (3,856) Others – – 2,921 TOTAL TAX EXPENSE (112,532) – (173,055) (70,761) (357,283)
F-282
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
Pursuant to Article 2 of the Decree Law 2398, Codelco is subject to an additional tax rate of 40% on income before taxes and dividends received in accordance with the law.
For the calculation of deferred taxes, the Corporation has applied a General Tax Regime, with first- rate tax rates for the 2019 and 2018 business years of 25%. There is no option to avail of the regimes established in article 14, as a State Company. Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated Taxation system with a rate of 27% for both years.
Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
In relation to the specific tax on mining activities the tax rate applicable is 5% under Law No. 20469.
The Corporation, as a Taxpayer of first category, is liable to the single Tax of 40%, contained in the first paragraph of Article 21 of the Income Tax Law No. 824, in numbers ¡), ii) and ii) , the disbursements incurred in said numerals.
6. Current and non-current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or liability in Current Taxes, as the case may be, determined as indicated in section II. Main accounting policies, 2.):
12312019 | 12312018
Current Tax Assets
Thus$ ThUS$ Taxes to be recovered 22,719 13,645 Total Current Tax Assets 22,719 13,645
12312019 | 12312018 Thus$ Thus$
Current Tax Liabilities
Monthly Provisional Pay ment Provision 10,672 6,910 Provision Tax 3,185 3,867 Total Current Tax Liabilities 13,857 10,777
12312019 | 12312018 Thus$ ThuS$
Non-Current Tax Assets 222,169 143,606
Total Non-Current Tax Assets 222,169 143,606
Non-Current Tax Assets
Non-current recoverable taxes correspond to advance tax payments made provisionally and which are probable of realization through utilization on future income tax returns. These non-current recoverable taxes are not expected to be realized in the current period. The Corporation has tax loss carryforwards of ThUS$874,222.
F-283
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the consolidated financial statements originally issued in Spanish – see Note 1.2)
7. Property, Plant and Equipment
a) The items of property, plant and equipment as of December 31, 2019 and 2018, are as follows:
Property, Plant and Equipment, gross 1218112019 1213112018
Thus$ ThUS$
Construction in progress 6,234,130 8,808,652 Land 173,316 173,926 Buildings 5,963,605 5,403,295 Plant and equipment 19,217,547 15,894,046 Fixtures and fitings 58,631 58,807 Motor vehicles 2,080,124 2,062,920 Land improvements 6,504,063 5,619,800 Mining operations 8,751,368 7,214,915 Mine development 4,546,765 4,117,362 Assets by right of use 692,262
Other assets 1,164,163 1,380,354 Total Property, Plant and Equipment, gross 55,385,974 50,734,077 ; bs 312019 312018 Property, Plant and Equipment, accumulated depreciation 121311 12131
Thus$ ThuS$
Construction in progress
Land 9,975 8,964 Buildings 3,152,227 3,048,902 Plant and equipment 10,618,524 10,125,253 Fixtures and fitings 47,431 43,878 Motor vehicles 1,480,020 1,378,911 Land improvements 3,482,960 3,267,244 Mining operations 5,253,285 4,728,591 Mine development 893,575 804,318 Assets by right of use 260,110
Other assets 487,703 573,018 Total Property, Plant and Equipment, accumulated depreciation 25,685,810 23,979,079
Property, Plant and Equipment, net 12812019 12312018
THUS$ TRHUS$ Construction in progress 6,234,130 8,808,652 Land 163,341 164,962 Buildings 2,811,378 2,354,393 Plant and equipment 8,599,023 5,768,793 Fixtures and fitings 11,200 14,929 Motor vehicles 600,104 684,009 Land improvements 3,021,103 2,352,556 Mining operations 3,498,083 2,486,324 Mine development 3,653,190 3,313,044 Assets by right of use 432,152 – Other assets 676,460 807,336 Total Property, Plant and Equipment, net 29,700,164 26,754,998
F-284
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Movement of Property, plant and equipment:
Fixed Movements constructionin | Lana | Búíldings | Plantana | installations | Motor Ground Mining – [Development Assetsby | Other sota equipment and vehicles |improvements| operations | ofmines | rightofuse | assets Thuss progress s accessories Reconciliation of changes in properties, plant and equipment Properties, plant and equipment at the beginning of the period. Opening Balance 112019 8,808,652| 164,962| 2,354,203] 5,768,798| 14,929] 684,009] 2,352,556 2,486,324) 33313,044 -| 807,3e6| 26,754,998 Changes in property, plant and equipment Increases other than those from business, property, plant and equipment combinations 3,602, 113| – 1,750 14,525 23 7,882 19,128 521,191] – 109,505] 14,917] 4,201,004] Deprecialion, property, plant and equipment | (1010) – (162,340) (649,076) (8,663)| (109,913) (215,641) (796,714) (87,933) (143,369)| (47,606)| (2,217,265) Increases (decreases) in transfers and other changes, properties, plant and equipment Increases (decreases) by transfers from constructions in process, properties, plant and equipment (6,173,762) -| 646,591] 3,511,009| 6 17,702| 816,773 1,176,508] 5,049 – 9 – Increases (decreases) by other changes, properties, plant and equipment 4,389 (6m| (23220) (28,720) (94) 1,874 48,561, 110,774] 423,080 465,558| – (95,338) 906, 188 | Increase (decrease) by transfers and other changes, properties, plant and equipment (6,169,373)| (6119| 623,370 3,482,300| (68) 19,576| 865,334 1,287,282 428,079 465,558| (95,244) 906,188 Dispositions and withdranals of service, property, plant and equipment Retirements, propeny, plant and equipment (7,262) – (5,795) (17,519) (mM (1,420) (274) – – ase| (2943) (24,756) Dispositions and vithdranals of service, property, plant and equipment (7,262) – (5,795) (17,519) m (1,420) (27a)| – – as8e| (203) (34,75) Increase (decrease) in properties, plant and equipment (2,574,522) (1621)| 456,985| 2,830,230| (8,729) (83,905) 668,547| 1,011,759 340,146 432,152| (130,876)| 2,945,166 Properties, plant and equipment at the end of the period. Closing balance 12312019 6,234,130] 163,341 2,811,378 8,599,023 11,200] 600,104] 3,021,103] 3,98,083| 3,653,190 432,152| 676,460| 29,700,164 Fixed Movements Plantand | installations | Motor Mining Assetsby | Other Construction in | Land Ground Development Total Buildings | equipment and vehicles operations rightofuse | assets Thuss progress o improvements. of mines accessories Reconciliation of changes in properties, plant and equipment Properties, plant and equipment at the beginning of the period. Opening Balance 112018 7,004,522| 167,086 2,490,520 5,660, 185| 17,842| 743,542 2,247,481| 2,607,089] 3,495,220 -| 842,056| 25,275,512 Changes in property, plant and equipment Increases other than those from business, property, plant and equipment combinations 3,582,688| – 138] 21,028] 376 1,383] 484] 375,575] 1,125 | 38,478| 4,021,275 Deprecialion, property, plant and equipment | (0) – (167,547) (665,721) (8,669)| – (113,872) (218,323) (859,955) (0,153) -| (10,299)| – (2,180,550) Impairment losses recognized in profit or loss for the period (2,179) | (62585) (88,677) – (140)| (4,780) – -| | (10,53D| (198,898) Increases (decreases) in transfers and other changes, properties, plant and equipment Increases (decreases) by transfers from constructions in process, properties, plant and equipment (1,281,365) -| 102,865 812,901] 647 51,758] 191,986| 21,168] 99,681] – 369 – Increases (decreases) by other changes, properties, plant and equipment (251,945) (1,113) 11,228 46,177] (68) 2,879] 135,714] 342,497 (202,839) – 7,536 (9,924) Increase (decrease) by transfers and other changes, properties, plant and equipment (1,633,310) (1113 114,093 859,078] 579 54,637| 327,700| 363,665| (103,158) – 7,895 (9,934) Dispositions and withdranals of service, property, plant and equipment Retirements, property, plant and equipment (143,069) – (235)| (7,100) (199)| (1,541) – – – – (263)| (152,407) Dispositions and withdranals of service, property, plant and equipment (143,069) – (235) (7,100)| (199)| (1,541) – – -] – (263)| (152,407) Increase (decrease) in properties, plant and equipment 1804130| (212%| (136,136) 108,608| (2,913)| (69,533) 105,075 (120,715)| (182, 186)| | (64720)| 1,479,486 Properties, plant and equipment at the end of the period. Closing balance 12312018 8,808,652| 164,962| 2,354,393 5,768,793 14,929] 684,009 | 2,352,556| 2,486,324| 3,313,044| -| 807,336| _26,754,998|
F-285
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
c)
The balance of construction in progress, is directly associated with the operating activities of the Corporation, and relates to the acquisition of equipment for projects in construction and associated costs toward their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management opinion.
Borrowing costs capitalized for the year ended December 31, 2019 and 2018 were ThUS$367,548 and ThUS$311,399, respectively. The annual capitalization average rate for the year ended December 31, 2019 and 2018 was 4.19% and 4.42%, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
112019 112018 Expenditure on exploration and drilling reservoirs 12312019 | 12312018
TRUS$ Thus$
Recognized in profit (loss) 47,048 50,765 Cash outflows disbursed 47,551 62,857 The detail of “Other assets” under “Property, plant and equipment” is as follows: Other assets, net 12312019 | 12312018 Thus$ ThUS$ Leased assets (1) – 93,334 Mining properties from the purchase of Anglo American Sur S.A. 402,000 402,000 Maintenances and other major repairs 217,079 235,091 Other assets – Calama Plan 54,174 72,225 Other 3,207 4,686 Total other assets, net 676,460 807,336
(1) As of January 1, 2019, the lease agreements under lAS 17 and IFRIC 4 become part of the lease agreements under IFRS 16 that are classified under the name of assets for right of use.
During the first quarter of 2018, US$103.6 million were reclassified from the line item Intangible assets other than goodwill, to Construction in Progress of Property, plant and equipment, corresponding to assets of the Continuous Mining project (see note 9 Intangible Assets other than goodwill) that could potentially be used in other operations and or projects of the Corporation.
Subsequently, US$66.4 million (US$23 million after taxes) from the assets mentioned above were written off as of June 30, 2018.
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
F-286
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
j) Codelco has not pledged any items of property, plant and equipment as collateral to third parties in order to enable the realization of its normal business activities or as a commitment to support payment obligations.
k) According to the policy indicated in note 2 ¡), referring to impairment property, plant and equipment and intangible assets, and as indicated in note 21, for the year ended December 31, 2018, the Corporation recorded an impairment in the value of the Ventanas assets for an amount of ThUS$198,898 before taxes. At December 31, 2019, the property, plant and equipment assets showed no indicators of impairment or reversals of impairments recognized in previous years, so that no adjustments were made to the value of the assets at that date. (see note 21).
) As of December 31, 2019, the composition by asset class of assets for right of use ¡s:
Assets by right of use 12312019 112019 ThUS$ Thus$ Buildings 18,286 24,069 Plant and equipment 298,463 283,750 Motor vehicles 11,504 140,960 Fixtures and fitings 97,952 12,028 others assets by right of use 5,947 6,922 Total Assets by right of use 432,152 467,729
m) The Corporation presents at December 31, 2019 a reclassification of property, plant and equipment to the item intangible assets other than goodwill which amounts to ThUS$2,090.
Investments accounted for using the equity method
The following table sets forth the carrying amount and the share of profit (loss) of the investments accounted for using the equity method (all material associates’ principal place of business is Chile) :
Equity Interest Carrying Value Net income (loss) Associates Taxpayer Funct. Cuurenc. 112019 1112018 Numbers 12312019 12312018 12312019 12312018 12312019 12312018 % % ThuS$ Thus$ Thuss THUS$ ¡Agua de la Falda S.A. 96.801.450-1 USD 42.26% 42.26% 4,864 4,953 (279) (329) Anglo American Sur S.A, 77.762.940-9 USD 29.5% 29.5% 2,850,171 2,835,412 19,852 99,709 Deutsche Geissdraht GmbH Foreign USD 0.0% 40.0% – – 1,159 Inca de Oro S.A 73.063.022-5 USD 33.19% 33.19% 12,675 12,913 (101) (42) Kairos Mining S.A. 76.781.030-K USD 40.00% 5.00% 82 – 29 – Minera Purén SCM 76.028.880-2 USD 35.0% 35.0% 9,934 9,902 32 8 Planta Recuperadora de Metales SpA 76.255.054-7 USD 34.0% 34.0% 10,914 10,365 549 55 Sociedad Contractual Minera El Abra 96.701.340-4 USD 49.0% 49.0% 594,883 610,339 (12,799) 10,181 Sociedad GNL Mejillones S.A. 76.775.710-7 USD 0.0% 37.0% 84,409 5,920 8,373 TOTAL 3,483,523 3,568,293 13,203 119,114
F-287
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
a)
Associates Agua de la Falda S.A.
As of December 31, 2019, Codelco holds a 42.26% ownership interest in Agua de la Falda S.A., with the remaining 57.74% owned by Minera Meridian Limitada.
The corporate purpose of this company is to exploit deposits of gold and other minerals, in the third region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was incorporated in 1994, As of December 31, 2019, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper € Gold Inc.
On October 9, 2019, El Abra increased its capital by ThUS$4,000 represented by 300 shares.
Codelco bought all the shares and made payment through a contribution in the domain of Concesiones Mineras. Along with the subscription of shares, Codelco sold 153 shares (51%) to Cyprus El Abra Corporation, thus maintaining the structure and percentage participation of the company’s shareholders.
The company business activities involve the extraction, production and selling copper cathodes.
Sociedad Contractual Minera Purén
As of December 31, 2019, Codelco holds a 35% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Sociedad GNL Mejillones S.A.
The corporate purpose of this company is the production, storage, marketing, transportation and distribution of all types of fuel, and the acquisition, construction, maintenance and operation of infrastructure facilities and construction projects necessary for transport, reception, processing and storage both in Chile and abroad, by itself or in partnership with third parties.
As of December 31, 2018, Codelco held a 37% ownership interest, with the remaining 63% owned by Suez Energy Andino S.A. These shareholdings were established on November 5, 2010, when the Corporation did not participate in the capital increase agreed to at Shareholders’ meeting of such company. Prior to the capital increase, the Corporation and Suez Energy Andino S.A. held a 50% ownership interest each.
F-288
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The Corporation made, on August 6, 2019, the sale of its 37% stake in the company GNL Mejillones
S.A. to the Ameris Capital AGF Investment fund, for an amount of US$193.5 million.
The sale of the LNG Mejillones stake generated a profit of US$103 million before tax (note 22) and a result after tax of US $ 36 million.
Inca de Oro S.A.
On June 1, 2009, Codelco’s Board of Directors authorized the incorporation of a new company aimed to develop studies allowing the continuity of the Inca de Oro Project, which is a wholly-owned subsidiary of Codelco.
On February 15, 2011, the business association of Codelco and Minera PanAust IDO Ltda. in respect to the Inca de Oro deposit was approved. As a result Minera PanAust IDO Ltda holds 66% ownership interest and the remaining 34% is held by Codelco.
This transaction resulted in a gain after taxes of ThUS$33,668 recognized in the year ended December 31, 2011.
At the Extraordinary meeting of the shareholders held on December 30, 2014, a capital increase of ThUS$102,010 was agreed upon, reducing Codelco’s ownership interest to 33.19%,
As of December 31, 2015, the Corporation reduced the carrying amounts of mining property and exploration and evaluation expenditures as a result of an impairment loss recognized.
As of December 31, 2019, Codelco holds a 33.19% ownership interest in this company.
Planta Recuperadora de Metales SpA
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, which held a 100% ownership interest of this company.
On July 7, 2014, Codelco reduced its ownership interest in Planta Recuperadora de Metales SpA to 51%, with the remaining 49% ownership interest held by LS-Nikko Copper Inc.
On October 14, 2015, Codelco reduced its ownership interest to 34% interest, with LS-Nikko Copper Inc, holding the remaining 66%.
As of December 31, 2019, LS-Nikko Copper Inc, is the controlling shareholder of this company based on the control elements set out in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals aiming to recover the copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
F-289
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Deutsche Giessdraht GmbH
On July 31, 2018 the share sale agreement was finalized representative of the shareholding in Deutsche Giessdraht GmbH maintained by Codelco Kupferhandel GmbH. (CK), which until before that date was the holder of a 40% stake in the capital of DG.
The acquiring company of the shares was the Aurubis Company AG, which was, until before the sale transaction, the majority shareholder of DG. The result after taxes of this transaction was Euro 15,214 Thousands (ThUuS$18,172 in its equivalence to the exchange rate of the date of the transaction).
Anglo American Sur S.A.
As December 31, 2019, the controlling shareholder of Anglo American Sur S.A. is Inversiones Anglo American Sur S.A. holding a 50.06% ownership interest, while the non-controlling interest is held by Inversiones Mineras Becrux SpA., which in turn is a subsidiary controlled by Codelco with a 67.8% ownership interest. Consequently, Codelco exercises significant influence in Anglo American Sur
S.A. through its indirect ownership interest of 29.5%.
On December 21, 2017, according to archive No. 12285 2017, by public deed, it was agreed between the shareholders to merge the Acrux SpA Mining Investment Company (“Absorbed Company) into the Investment Company Minera Becrux SpA (“Absorbing Company), which took effect as of December 22, 2017, where the Absorbing Company acquired all the assets and liabilities of the Absorbed Company, which was to be dissolved without the need for its liquidation. In addition, the Absorbing Company is responsible for the payment of all taxes owed or which may be owed by the Absorbed Company.
The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non- metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
Kairos S.A.
Until before November 26, 2012, the Corporation held a 40% stake in conjunction with Honeywell Chile S.A. who was the majority shareholder with 60% of the capital stock of Kairos Mining S.A.
On November 26, 2012, the Corporation sold part of its stake to Honeywell Chile SA, which implies that Codelco maintained a 5% interest as of December 31, 2012, while the remaining 95% was held Honeywell Chile S.A. The result of this pre-tax operation was ThUS$13.
F-290
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On June 6, 2019, Codelco purchased 350 shares of Kairos Mining from Honeywell Chile S.A., increasing its participation from 5% to 40%.
As of December 31, 2019, the control of the company lies in Honeywell Chile S.A. which owns 60% of the shares while Codelco owns the remaining 40%.
The purpose of the company ¡is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
The following tables provide details of asset and liabilities of the associates as of December 31, 2019 and 2018, and their profit (loss) for the year ended December 31, 2019 and 2018:
Assets and Liabilities 1213112019 12312018 ThUS$ THus$ Current Assets 1,735,588 1,805,003 Non-current Assets 5,248,569 5,637,321 Current Liabilities 618,644 1,008,086 Non-current Liabilities 1,793,879 1,699,529 112019 112018 Net Income 12312019 12312018 ThUS$ ThUS$ Revenue 2,825,062 3,256,402 Cost of sales (2,646,416) (2,665,805) Profit for the year 178,646 590,597 Movements of Investment in Associates 112019 112018 12312019 12312018 ThUS$ ThUS$ Opening balances 3,568,293 3,665,601 Contributions 2,200 338 Dividends (3,062) (213,172) Result of the period 13,203 119,114 Sales (90,328) Other comprehensive income (6,648) (710) Other (135) (2,878) Final balance 3,483,523 3,568,293
The following tables provide details of asset and liabilities of the principal associates as of December 31, 2019 and 2018, and their profit (loss) for the years ended December 31, 2019 and 2018.
F-291
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Anglo American Sur S.A.
Assets and liabilities 1213112019 12312018 ThUS$ Thus$ Current Assets 1,099,695 1,164,724 Non-current Assets 4,083,739 4,104,271 Current Liabilities 531,089 890,874 Non-current Liabilities 1,405,143 1,226,503 112019 112018 Net Income 12312019 12312018 ThUS$ Thus$ Revenue 2,286,876 2,543,730 Costof sales (2,174,029) (2,158,834) Profit for the y ear 112,847 384,896
Sociedad Contractual Minera El Abra
Assets and liabilities 12312019 12312018 ThUS$ ThUuSs$ Current Assets 590,850 576,167 Non-current Assets 1,007,012 1,013,165 Current Liabilities 79,422 73,458 Non-current Liabilities 304,394 270,283 112019 112018 Net Income 12312019 12312018 ThUS$ ThUS$ Revenue 493,531 596,060 Cost of sales (519,651) (575,283) Profit (loss) for the y ear (26,120) 20,777
b) Additional information on unrealized profits (losses)
Codelco enters into transactions for the purchase and sale of copper with Sociedad Contractual Minera El Abra. As of December 31, 2019 and 2018, there were no unrealized profits (losses) recognized in the carrying amount of inventories of finished products.
The Corporation has recognized unrealized profits for the purchase of rights to use the LNG terminal from the El Abra Mining Contract Company for ThUS$3,920 as of December 31, 2019, (as of December 31, 2018: ThUS$3,920).
F-292
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
c)
d)
Investments in associates acquired
On August 24, 2012, Codelco recognized the acquisition of ownership interest in Anglo American Sur
S.A. which resulted in the initial recognition of the cost of the investment for ThUS$6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably and the assessment of intangibles and all other considerations about contingent assets and liabilities.
The allocation of the purchase price at fair value between the identifiable assets and liabilities was prepared by management using its best estimate and taking into account all relevant and available information at the acquisition date of Anglo American Sur S.A.
The acquisition did not result in obtaining control of the acquired company.
The Corporation used a discounted cash flows model to estimate cash flow projections, based on the life of mine. These projections were based on estimated production and future prices of minerals, operating costs and capital costs, among other estimates made at the date of acquisition.
Additionally, proven and probable resources to explore were not included in the mine plan, therefore, they were valued separately using a market model. Such resources are included in item “Mineral Resources.
As part of this process and by applying the valuation criteria indicated above, the fair value of the net assets of Anglo American Sur S.A. was US$22,646 million, therefore the proportionate share acquired by Inversiones Mineras Becrux SpA (29.5%) was equivalent to US$6,681 million at the acquisition date.
Additional information on impairment of investments accounted for using the equity method
As of December 31, 2015, the Corporation identified indicators of impairment in the operating units of Anglo American Sur S.A. Consequently, and with the purpose of making the corresponding adjustments to the investment in this associate, the Corporation estimated its recoverable amount.
In determining the recoverable amount, the Corporation applied the methodology of fair value less costs of disposal. The recoverable amount of the operating units was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long-term asset valuation. The discount rate used was annual rate of 8% after taxes.
F-293
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Furthermore, the proven reserves not included in the LOM, as well as the probable reserves to explore, have been valued using a multiples market approach for comparable transactions. Such methodology is consistent with the methodologies used at the acquisition date, which is described in letter c) above.
The recoverable amount as estimated was less than the carrying amount of the identified assets of the associate, therefore, the Corporation recognized an impairment loss of ThUS$2,439,495, which was included within the line item Share of profit or loss of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income for the year ended December 31, 2015. The impairment loss was mainly attributable to the drop in copper prices during the year 2015.
Subsequent to recognition of the impairment, there have been no indicators requiring the recognition of further impairment losses on the recoverable amount of the investment held in Anglo American Sur
S.A.
As of December 31, 2016, the parent company of Anglo American Sur S.A. reviewed the discounted cash flow model of its cash generating units (CGU), determining an impairment loss for the El Soldado CGU of US$200 million due to the uncertainty related to obtaining the required approval of its operational plan from the National Mining and Geology Service (SERNAGEOMIN in its Spanish acronym), which raised questions about the generation of future economic benefits to support the value of the assets related to such CGU.
Consequently, and with the purpose of making the corresponding adjustments to the recognition its investment in the associate, the Corporation estimated its recoverable amount by considering the fair value of the identified net assets of the associate El Soldado. The recoverable amount as estimated was less than the carrying amount of the identified assets of the associate, therefore, the Corporation recognized an impairment loss of ThUS$78,811 over the identified assets related to El Soldado operations, which was included within the line item Share of profit or loss of associates and joint ventures accounted for using the equity method in the statement of comprehensive income for the year ended December 31, 2016.
On April 27, 2017, the SERNAGEOMIN approved the updated mine plan for El Soldado, based on this resolution Anglo American Sur S.A. has resumed the operations of the mine. Consequently, the company recognized a reversal of an impairment loss for US$193 million.
As of December 31, 2017, Codelco made a corresponding adjustment to the identified assets at the acquisition date of the investment associated with El Soldado operations by recognizing a reversal of an impairment loss of ThUS$67,277, which is presented in the line item Share of profit or loss of associates and joint ventures accounted for using the equity method.
As of December 31, 2019 and 2018, there are no indicators of impairment nor reversal, therefore, there have been no adjustments recognized to the carrying amounts of the assets.
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9.
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
e)
Share of profit or loss for the year
The share in profit or loss of the associate Anglo American Sur S.A. recognized for the year ended December 31, 2019 was income of ThUS$33,290 (income of ThUS$113,544 for the year ended December 31, 2018). In addition, the Corporation has made appropriate adjustments to its share of profit or loss in the associate for depreciation of the depreciable assets based on the fair values at the acquisition date, which resulted in an expense of ThUS$13.438 for the year ended December 31, 2019 (an expense of ThUS$13,835 for year ended December 31, 2018) recognized within line item Share of profit or loss of associates and joint ventures accounted using the equity method in the consolidated statement of comprehensive income.
Intangible assets other than goodwill
As of December 31, 2019 and 2018, the intangible assets other than goodwill are described as follows:
a)
This item is composed of the following: Intangible assets composition 12312019 12312018 ThUS$ Thus$ Intangible assets with finite useful lives, net 37,789 40,421 Intangible assets with indefinite useful lives 10,048 7,958 Total 47,837 48,379
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Carrying amount and accumulated amortization:
12312019 Accumulated intangible assets Gross Amortization Net Thus$ ThUuSs$ Thus$ Trademarks, patents and licenses 28 – 28 Water rights 10,048 – 10,048 Software 2,738 (1,745) 993 Other intangible assets 36,791 (23) 36,768 Total 49,605 (1,768) 47,837 12312018 Accumulated . a Gross o Net intangible assets Amortization Thus$ ThUuSs$ Thus$ Trademarks, patents and licenses 28 – 28 Water rights 7,958 – 7,958 Software 2,803 (1,351) 1,452 Other intangible assets 38,950 (9) 38,941 Total 49,739 (1,360) 48,379
c) Reconciliation of the carrying amount at beginning and end of the period:
Trademarks, |… Technological
Movements patents and | ¿yg | Software | developmentand | Other Total licenses innovation
Reconciliation of changes in intangible assets other than goodwill Intangible assets other than goodwill. Opening balance (112019) 28 7,958 1,452 38,941 48,379 Changes in intangible assets other than goodwill Increases other than those arising from business combinatons, intangible assets other than goodwil 13 40 53 Amorization, intangible assets other than goodwil (594) (2,210) (2,804) Increases (decreases) in transfers and other changes, intangible assets other than goodwill Increases (decreases) in transfers and other changes, intangible assets other than goodwil 2,090 – – 2,090 Increases (decreases) due to other changes, intangible assets other than goodwil – 122 8 119 Increase (decrease) in transfers and other changes, intangible assets other than goodwill 2,090 122 6 2,209 Provisions and withdrawals of service, intangible assets other than goodwill Service retirements retirements, intangible assets other than goodwil Provisions and withdrawals of service, intangible assets other than goodwill – – . – Increase (decrease) in intangible assets other than goodwill – 2,090 (459) (2,173) (642) Intangible assets other than goodwill. Final Balance 12312019 28 10,048 993 36,768 47,837
F-296
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Trademarks, |… Technological
Movements patents and | gps | Software | developmentand | Other Total licenses innovation
Reconciliation of changes in intangible assets other than goodwill Intangible assets other than goodwil.. Opening balance (112018) 28 7959 | 1,693 175,710 | 33,727 | 219,117 Changes in intangible assets other than goodwill Increases other than those arising from business combinatons, intangible assets otrer tran goodwil – – 586 704 | 9261 10,551 ‘Amorization, intangible assets other than goodwill – – (590) – – (590) Increases (decreases) in transfers and other changes, intangible assets other than goodwill Increases (decreases) in tansfers and other changes, intangible assets other than goodwill – – (103,638) – | (103,638) Increases (decreases) due to other changes, intangible assets other than goodwill – (1) (62) (859) (422) Increase (decrease) in transfers and other changes, intangible assets other than goodwill . (Mm (62) (103,638) (359)| – (104,060) Provisions and withdrawals of service, intangible assets other than goodwill Service retirements retirements, intangible assets other than goodwill – – (175) (72,776)| – (3,688) (76,639) Provisions and withdrawals of service, intangible assets other than goodwill – . (175) (72,776)| – (3,688) (76,639) Increase (decrease) in intangible assets other than goodwill . (Mm (241) (175,710)| 5214 | (170,738) Intangible assets other than goodwill. Final Balance 12312018 28 7,958 | 1,452 -| 38,941 48,379
d)
Additional Information
As of January 1, 2018, the balance of ThUS$175,710 corresponded mainly to the internally generated technological development project: Continuous Mining.
Continuous Mining is a project of the Corporation aimed toward development of an internal technological breakthrough associated with the exploitation of underground mines, the main characteristics of the project are: (1) reduction in the exposure of workers to mineral extraction areas;
(2) increasing the pace of mineral extraction; and (3) simultaneous mineral extraction from different sections.
This project began in 2005, when the first conceptual tests were made, and in 2007 and 2008 it was applied at the pilot level and from 2009 the basic and detailed engineering and the construction phase for industrial validation at the West sector of third panel of Andina Division were performed, which was expected to be carried out through 2018. It was expected that its subsequent implementation would be at Chuquicamata Underground and of the new mining projects of Codelco.
During the 2018 period, project studies were carried out and Management decided not to continue with it.
In view of the discontinuation of the project during the first quarter of 2018, a write-off of US$71.7 million before tax (US$25 million after taxes) associated with basic engineering, construction and equipment was recognized in profit or loss. In addition, US$103.6 million was reclassified to Property, plant and equipment in relation to those assets that might potentially be used in other operations and lor projects of the Corporation. As a result of a subsequent review, an additional write-off for US$66.4 million (see note 8 Property, plant and equipment) of assets was recognized. Consequently, the total write-offs as of December 31, 2018, related to this project was US$138.1 million (US$48 million after taxes).
F-297
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2019 and 2018, there are no fully amortized intangible assets that are still in use.
For the year ended December 31, 2019 and 2018, research and technological development and innovation expenditures recognized in assets were ThUS$7,536 and ThUS$6,816 (accrued), respectively. On the other hand, research recognized in expense was ThUS$4,956 and ThUS$10,042 (expended) for the year ended December 31, 2019 and 2018 respectively.
10. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments:
Assets and liabilities 1213112019 12132018 Thus$ ThuS$ Current assets 464,674 621,753 Non Current Assets 3,607,177 3,605,801 Current Liabilities 281,973 305,030 Non Current Liabilities 1,086,975 1,122,471 112019 112018 Profit (loss) 12312019 12312018 Thus$ ThUS$ Ordinary Income 1,140,473 2,119,617 Ordinary Expenses (1,176,801) (2,071,713) Profit (loss) of year (36,328) 47,904
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
11. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
12312019 At fair value though Total financial Amortized Cost Derivatives for hedging and . ; profit and loss assets Classification in the statement of financial ce Hedging Cross currency position derivatives swap ThUus$ ThUS$ Thus$ ThUS$ ThUus$ Cash and cash equivalents 2,158 1,300,947 – – 1,303,105 Trade and other current receivables 723,619 1,864,649 – – 2,588,268 Non – current receivables – 98,544 – – 98,544 Current receivables from related parties – 20,874 – – 20,874 Non – current receivables from related parties – 15,594 – 15,594 Other current financial assets – 171,636 1,315 – 172,951 Other non – current financial assets – 8,691 525 82,584 91,800 TOTAL 725,777 3,480,935 1,840 82,584 4,291,136 12312018 At fair value though Total fi ial !r value Inoug Amortized Cost Derivatives for hedging ota! Hnancia and . : profit and loss assets Classification in the statement of financial e Hedging Cross currency position derivatives swap ThUus$ ThUS$ Thus$ ThUS$ ThUus$ Cash and cash equivalents 1,698 1,227,427 – – 1,229,125 Trade and other current receivables 789,710 1,422,499 – – 2,212,209 Non – current receivables – 84,731 – – 84,731 Current receivables from related parties – 92,365 – – 92,365 Non – current receivables from related parties – 20,530 – – 20,530 Other current financial assets – 187,870 43,539 – 231,409 Other non – current financial assets – 23,089 14,962 107,700 145,751 TOTAL 791,408 3,058,511 58,501 107,700 4,016,120 ” Fair value through profit or loss: As of December 31, 2019, this category mainly includes receivables from provisional invoicing sales. Section 11.2.r.
+ Amortized cost: It corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market.
The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
F-299
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) e Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect the profit or loss when transactions are settled or when, to the extent required by accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions ¡is included in the Note 28.
As of December 31, 2019 and 2018, there were no reclassifications between the different categories of financial instruments, under the accounting standards at the respective dates.
12. Other financial liabilities Current and non-current interest-bearing borrowings consists of loans from financial institutions, bond issuance obligations and finance leases, which are measured at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
12312019 Current Non-current Items Amortized Cost Hedging Amortized Cost Hedging derivatives Total derivatives Total ThUS$ ThUS$ ThUS$ ThUus$ ThUus$ Thuss
Loans from financial institutions 666,144 – 666,144 2,408,267 – 2,408,267 Bonds issued 572,587 – 572,587 13,617,358 – 13,617,358 Lease 127,761 – 127,761 305,110 – 305,110 Hedging derivatives – 11,496 11,496 – 148,987 148,987 Other financial liabilities 363 – 363 58,501 – 58,501
Total 1,366,855 11,496 1,378,351 16,389,236 148,987 16,538,223
12312018 Current Non-current Items Amortized Cost Hedoing Amortized Cost Hedging derivatives Total derivatives Total ThUS$ ThUS$ ThUS$ ThUus$ ThUus$ Thuss
Loans from financial institutions 404,871 – 404,871 2,107,078 – 2,107,078 Bonds issued 435,429 – 435,429 12,310,307 – 12,310,307 Lease 21,510 – 21,510 86,329 – 86,329 Hedging derivatives – 10,096 10,096 – 106,824 106,824 Other financial liabilities 371 – 311 63,972 – 63,972
Total 862,181 10,096 872,277 14,567,686 106,824 14,674,510
F-300
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Loans from financial institutions:
The loans obtained by the Corporation aim to finance production operations oriented towards the foreign market.
On August 23, 2012, the subsidiary Inversiones Gacrux SpA (Gacrux) signed a credit agreement with Oriente Copper Netherlands BV (a subsidiary of Mitsui € Co, Ltd, (Mitsui) for approximately US$1,863 million, renewable monthly until November 26, 2012, after which, if not paid or renegotiated, will automatically become a loan with a 7.5 year maturity from the date of disbursement, and an annual rate of Libor + 2.5%. This loan has no underlying guarantees given by Codelco.
The proceeds from the loan were used by Codelco’s indirect subsidiary Inversiones Mineras Becrux SpA to acquire 24.5% of the shares of Anglo American Sur S.A., including other acquisition-related expenses.
On October 31, 2012, the credit agreement was amended, the new terms established an annual fixed interest rate of 3.25% and a 20-year maturity, to be paid in 40 semi-annual installments of principal and interest, and maintaining the non-recourse (no underlying guarantee) condition. Under previous agreements, Mitsui is entitled to an additional interest equivalent to one-third of the savings obtained by Gacrux under the renegotiated credit as compared to the conditions from the credit agreement originally signed. Thus, Mitsui (through its subsidiary) held an option to acquire from Gacrux an additional 15.25% of the shares of Inversiones Mineras Acrux SpA (“Acrux), at a fixed price of approximately US$998 million. These funds were fully allocated to a portion of Gacrux’s debt under the Credit Agreement.
On November 26, 2012, Mitsui exercised the call option and acquired the additional ownership interest in Acrux. The proceeds received were used by Codelco to partially pre-pay the debt with Mitsui.
On November 26, 2016, Codelco signed a credit agreement with Oriente Copper Netherlands BV renegotiating the payment of principal at the end of the contract. The terms established an annual interest rate of Libor +2.5% with a 5 year maturity to be payable in one installment at maturity with semi-annual interest payment.
On May 26, 2017, Codelco signed a credit agreement with Oriente Copper Netherlands BV renegotiating the semi-annual payment. The terms established an annual interest rate of Libor +2.5% with a 5 year maturity to be payable in one installment at maturity with semi-annual interest payment.
The credit agreements obtained in 2016 and 2017, mentioned above, were paid on May 23, 2018.
As of December 31, 2019, the outstanding balance of the credit agreements is ThUS$591,933.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Bond issued:
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each. These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi-annual interest payments.
On January 20, 2009, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$600,000. These bonds are payable in a single installment on January 15, 2019, at an annual interest rate of 7.5% and semi-annual interest payments.
On August 3, 2017, principal was paid for an amount of ThUS$333,155.
On November 4, 2010, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$1,000,000. These bonds are payable in a single installment on November 4, 2020, at an annual interest rate of 3.75% and semi-annual interest payments. On August 3, 2017 and February 6, 2019, principal was paid for an amount of ThUS$414,763 and ThUS$183,051 respectively.
On November 3, 2011, the Corporation issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThuS$1,150,000. These bonds are payable in a single installment on November 4, 2021, atan annual interest rate of 3.875% and semi-annual interest payments. On August 3, 2017 and February 6, 2019, principal was paid for an amount of ThUS$665,226 and ThUS$247,814 respectively.
On July 17, 2012, the Company issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000. These bonds are payable in two installments (i) the first tranche on July 17, 2022 in the amount of US$1,250,000 at a 3% annual interest rate. On August 22, 2017, and February 6, 2019, principal was paid in the amounts of ThUS$412,514 and ThUS$314,219, respectively, and (ii) the other tranche matures on July 17, 2042 and is in the amount of ThUS$750,000 at an annual interest rate of 4,25%.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On August 13, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$750,000, payable in a single installment on August 13, 2023, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12 and February 26, 2019, principal in the amounts of ThUS$162,502, ThUS$228,674 and ThUS$270 respectively, was paid.
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$950,000, payable in a single installment on October 18, 2043, at an annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal amount of EUR$600,000,000, payable in a single installment on July 9, 2024, at an annual interest rate of 2.25% and annual interest payments.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$980,000, payable in a single installment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144- A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single installment on September 16, 2025, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017 and February 12, 2019, principal was paid for an amount of ThUS$378,655 and ThUS$552,754 respectively.
On August 24, 2016, the Corporation issued and placed bonds in the local market for a nominal amount of UF10,000,000 of single series labeled Series C, which consists of 20,000 bonds for UF500 each. These bonds are payable in a single installment on August 24, 2026, at an annual interest rate of
2.5% and semi-annual interest payments.
On July 25, 2017, the Corporation made an offer in New York to buy its bonds issued in dollars with maturities between 2019 and 2025, repurchasing US$2,367 million.
On August 1, 2017, the Corporation issued and placed bonds on the North American market, under standard 144-A and Regulation S, for a total, nominal, amount of ThUS$2,750,000. ThUS$1,500,000, with an annual coupon rate of interest of 3.625% and semi-annual interest payments which will mature on August 1, 2027, while ThUS$1,250,000, with an annual coupon of 4.5% and semi-annual interest payments, will mature on August 1, 2047.
These operations allowed optimizing the debt maturity profile of Codelco. As a result of these transactions, 86% of the funds from the new issue (US$2,367 million) were used to refinance old debt.
The average interest rate of refinanced funds decreased from 4.36% to 4.02%.
The effect recognized in profit and loss associated with this refinancing was a charge of US$ 42 million after tax.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
On May 18, 2018, Codelco issued a bond for US$600 million with 30 year maturity in the market of Formosa, Taiwan. The bond issued is denominated in US dollars, had a yield of 4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at its par value.
On January 28, 2019, the Corporation in New York made an offer to purchase its bonds issued in dollars with maturities between 2020 and 2025, repurchasing US$1,527 millions.
Subsequently, on February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi- annual basis.
The effect recognized in results associated with this refinancing was a charge of US$10 million after taxes.
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and interest payment annually.
On August 23, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of US$130,000,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and interest payment semiannually.
On September 30, 2019, the Corporation made an issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS$2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS$1,100,000 with a 3% annual coupon. The other tranche contemplates a maturity for January 30, 2050, corresponding to an amount of ThUS$900,000 with a coupon of 3.70% per year.
Along with this placement, Codelco launched a purchase offer, in which a repurchase amount of US$ 152 million was reached. The effect recognized in results associated with this refinancing was a charge of US$2 million after taxes.
As of December 31, 2019 and 2018, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
Financial debt commissions and expenses: Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
Finance leases: Leasing operations are generated by contracts, mainly for buildings and machinery.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2019, the details of loans from financial institutions and bond obligations are as follows:
12312019 Non- . Principal Nominal . Current Taxpayer ID Loans with Interest Payment of Effective current Country – o Institution Maturity Currency| Amount Type of amortization Interest balance Number financial entities Rate Interest Interest Rate| balance Rate muss | muss
97.036.000-K | Chile Bilateral Credit | Santander Chile 3272020 | Floating| US$ | 100,000,000| Maturity Semi-anmual | 2.26% 2.36% | 100,597 –
97.018.000-1 | Chile Bilateral Credit – | Scotiabank Chile 972020 | Floating| US$ | 100,000,000| Maturityy Semi-annual | 2.24% 2.34% | 100,753 –
97.018.000-1 | Chile Bilateral Credit – | Scoiabark Chile 9142020 | Floating| US$ | 65,000,000| Matrity Semi-annual | 2.40% 2.40% 65,473 –
97.018.000-1 | Chile Bilateral Credit – | Scotiabank Chile 12202020| Floating | US$ |:300,000,000| MatLrity Semi-annual | 2.63% 2.63% | 200,241 – Foreign USA Bilateral Credit – | MUFG Bank Lud. 9302021 | Floating| US$ | 250,000,000| Matrity Semi-annual | 2.90% 3.06% 3,409 | 249,690 Foreign USA Bilateral Credit [Export Dev Canada 1132021 | Floating| US$ |300,000,000| Maturity Semi-annual | 254% 2.72% 1,205 | 299,265 Foreign Cayman Island | Bilateral Credit – | Scotiabank £ Trust (Cayman) Ltd 4132022 | Floating | US$ |200,000,000| Maturity Quarterty 2.65% 2.80% 1,701 | 298,824 Foreign Japan Bilateral Credit – | Japan Bank International Cooperation. | 8242022 | Floating| US$ | 224,000,000| Halfyearly principal payments from 2015 to the presert – | Semiannual | 2.34% 2.53% 32,187 | 47,833 Foreign USA Bilateral Credit [Export Dev Canada 7172022 | Floating| US$ |300,000,000| Maturity Semi-annual | 283% 2.95% 3,774 | 299,580 Foreign Panama Bilateral Credit – | Banco Latinoamericano de Comercio | 12182026| Floating | US$ | 75,000,000| Maturity Semi-annual | 3.10% 3.28% 77| 74,401 Foreign USA Bilateral Credit [Export Dev Canada 10252028| Floating | US$ |300,000,000| Maturity Semi-annual | 3,40% 3.52% 4,505 | 298,390 Foreign USA Bilateral Credit [Export Dev Canada 7252029 | Floating| US$ |300,000,000| Maturity Semi-annual | 3,42% 3.62% 4,393 | 296,200 Foreign Holland Bilateral Credit | Oriente Copper Netherlands B.V. 11262032| Fixed | US$ |874,959,000| Semi-annual Semi-annual | 3.25% 5.42% 47,829 | 544,104 TOTAL 666,144] 2,408,267 | . Principal re or ener or orinar eos Surrent Non-current
Por Country Maturity Interest Rate Currency Amount oo por on ve balance balance ID Number amortization interest interest Rate | Interest Rate TRHUS$ THUS$
144-A RES.S Luxembourg 1142020 Fixed us$ 1,000,000,000 | Ar Manrity Semni-annual 3.75% 2.59% 396,742 –
144-A RES.S Luxembourg 1142021 Fixed us$ 1,180,000,000 | Armani Semni-annual 2.88% 4.02% 1,377 226,416
144-A RES.S Luxembourg 7172022 Fixed us$ 1,250,000,000 | Armani Semni-annual 3.00% 2.16% 4,978 410,882
144-A RES.S Luxembourg 8122023 Fixed us$ 750,000,000 | Atmaturity Semni-annual 4.50% 4.74% 4,627 232,188
144-A REG.S Luxembourg 792024 Fixed EURO 600,000,000 | At marurity Annual 2.25% 2.48% 7,236 666,384 BCoDe-s Chile 412025 Fixed uE 6,900,000 | Armarnrity Serni-annual 4.00% 2.24% 2.505 270,374
144-A REG.S Luxembourg 9162025 Fixed us$ 2,000,000,000 | At maturity Semi-annual 4.50% 4.75% 14,003 1,065,236 BCconec Chile 2242026 Fixed uE 10,000,000 | Armarnrity Serni-annual 2.50% 2.48% 3,202 294,774
144-A REG.S Luxembourg 812027 Fixed us$ 1,500,000,000 | Ar mManrity Semi-annual 3.63% 4.20% 22,607 1,443,875 REGS Luxembourg 2222020 Fixed us$ 130,000,000 | Ar marnrity Serni-annual 2.87% 2.08% 1,328 128,808
144-A REG.S Luxembourg 9302020 Fixed us$ 1,100,000,000 | Armani Semni-annual 3.00% 2.14% 8,385 1,087,092 REGS Luxembourg 1172034 Fixed HKD 500,000,000 | Ar Manurity Annual 0.00% 0.00% 275 63,503 144A REG.S Luxembourg 9212035 Fixed us$ 500,000,000 | Ar Manurity Serni-annual 5.63% 5.78% 7,804 492,115
144-A REG.S Luxembourg 10242036 Fixed us$ 500,000,000 | Ar Manurity Serni-annual 6.15% 6.22% 5,713 196,544 REGS Luxembourg 7222039 Fixed AUD 70,000,000 | Ar mManrity Annual 0.00% 0.00% 783 48,519
144-A REG.S Luxembourg 71172042 Fixed us$ 750,000,000 | Atmanrity Serni-annual 4.25% 4.41% 14,465 733,450
144-A RESS Luxembourg 10182043 Fixed us$ 90,000,000 | Ar Manrity Serni-annual 5.63% 5.70% 10,804 933,573
144-A REG.S Luxembourg 1142044 Fixed us$ 980,000,000 | Ar manrity Serni-annual 4.88% 5.019 7,481 961,425
144-A RESS Luxembourg 812047 Fixed us$ 1,250,000,000 | At maturiyy Semni-annual 4.50% 4.73% 23,387 1,206,925 144 – REGS Luxembourg 5182048 Fixed us$ $00,000,000 | Ar Manrity Serni-annual 4.85% 4.91% 3,438 594,487
144-A REG.S Luxembourg 252049 Fixed us$ 1,300,000,000 | Armani Semni-annual 4.38% 4.97% 22,874 1,182,202
144-A REGS Luxembourg 1202060 Ebced. us $00,000,000 | _ Ar manrity Semni-annual 3.70% 2.78% 8,393 889,406 TOTAL s72,587| -13,617,358|
Nominal and effective interest rates presented above correspond to annual rates.
F-305 (In thousands of US dollars of the United States of America, except as indicated in other currency or unit)
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2018, the details of loans from financial institutions and bond obligations are as follows:
19312018 Taxpayer ID Loans with financial 2% Principal o Paymentof- | Nominal | Emecive | MA lo current balance pd Country e Institution Veturity – | Interest Rate | Currency Amount Type of amortization o ter rete interes rete, Pelance Thuss Thuss$
970180001 [Ghile Bilateral Qedit- [Scotabark ile 1222019 | Hoaing us$ 200,000,000| Maturityy Semanal | 300% 374% 200,059 –
Foreign usa Bilateral Qedit– [MUFGBark Ltd 902021 | Hoaing uss 250,000,000| Meturity Semanal | 32M 23M 3768 249,579
Foreign usa Bilateral Qedit– [Export Dev Canada 1122001 | Foaing uss 200,000.00) Meturity Semanal | 34% 262% 1004 208,875
Foreign [Caymren island | Bilateral Oredit– [Scotiabank £ Trust (Caymren) Lil anz202 | Foaing uss 200,000.00) Meturity Quereriy 209% 220% 1980 298,401.
Foreign usa Bilateral Qedit– [Export Dev Canada 7172022 | Hoating uss 200,000.00) Meturity Semanal | 339% 248% 1915 299,480
Foreign usa Bilateral Qedit– [Export Dev Canada 1022008 | Hoating uss 200,000,000| Meturity Semanal | 39% | 40% 2212 298,250
Foreign Japan Bilateral Qedit– [MUFGBark Ltd s242000 | Foaing uss 96,000,000] Helfyyearty principal paymerts from 2015 to the presert. Semanal | 34% 224% 12016 –
Foreign Japan Bilateral Qedit– [Japan Bark Intemaional Cooperation s242002 | Foaing uss 224,000.00] Halfyearly principal payments from 2015 to the present. Semiamal | 32% 25% 22.363 79674
Foreign Holland Bilateral Qedit– [Qierte Copper Netherlands BV. 1422002 Fixed uss 74,959,000] Seni-arnual Semanal | 32% 542% 48,490 582867
Foreign [Gemmeny ‘Qedit Line HSBC Trirkaus 8. Aoating Euro 125% 125% 408 – | Other institutions. 56 –
TOTAL 404,871] 2,107,078|
Principal Nominal | Effective Current Nor+current er Country Matrity – | interestRate| Currency Amount Type ofamortization | Paymentofirterest | imerest | Interest balance balance Rate Rate ThUus$ ThUs$
144-A REG.S Luxembourg! 1152019 Fixed US$ 600,000, 000 At Maturity Semi-annual 7.509] 7.780] 276,061 –
144-A REG.S Luxembourg 1142020 Fixed US$ 1,000,000,000 At Maturity Semi-annual 3.750] 3.9705] 3,456 582,989
144-A REG.S Luxembourg 1142021 Fixed US$ 1,150,000,000 At Maturity Semi-annual 3.8800] 4.06%) 2,958 482,420
144-A REG.S Luxembourg 7172022 Fixed US$ 1,250,000,000 At Maturity Semi-annual 3.009] 3.1700] 11,588 832,748
144-A REG.S Luxembourg 8132023 Fixed US$ 750,000,000 At Maturity Semi-annual 4.50%] 4.7590] 10,058 581,548 144 A REG.S Luxembourg 7092024 Fixed EUR 600,000,000 At Maturity Annual 2.259] 2.4800] 7,404 678,446 BCoDeB Chile 412025 Fixed ur. 6,900,000 At Maturity Semi-annual 4.00%] 3.249] 2,737 285,436
144-A REG.S Luxembourg 9162025 Fixed US$ 2,000,000, 000 At Maturity Semi-annual 4.509] 4.779] 21,364 1,596,926 Bcobec Chile 8242026 Fixed UF. 10,000,000 At Maturity Semi-annual 2.50%] 2.4800] 3,455 416,715
144-A REG.S Luxembourg 182027 Fixed US$ 1,500,000,000 At Maturity Semi-annual 3.6290] 4.200] 22,607 1,437,938
144-A REG.S Luxembourg 9212035 Fixed US$ 500,000,000. At Maturity Semi-annual 5.629] 5.789] 7,925 491,814
144-A REG.S Luxembourg 10242036 Fixed US$ 500,000,000. At Maturity Semi-annual 6.159] 6.229] 5,998 496,420
144-A REG.S Luxembourg 7172042 Fixed US$ 750,000,000 At Maturity Semi-annual 4.2590] 4.4190] 14, 733,027
144-A REG.S Luxembourg 10182043 Fixed US$ 90,000,000 At Maturity Semi-annual 5.629] 5.76%] 10,864 933,256
144-A REG.S Luxembourg 1142044 Fixed US$ ‘980,000,000 At Maturity Semi-annual 4.8800] 5.0196] 7,522 961,050
144-A REG.S Luxembourg 812047 Fixed Us$ 1,250,000,000 At Maturity Semi-annual 4.509] 4.72%] 23,387 1,205, 156 REGS Taiwan 5182048 Fixed US$ 600,000,000 At Maturity Semi-annual 4.8590] 4.9190] 3,457 594,398 TOTAL 435,429 12,310,307
Nominal and effective interest rates presented above correspond to annual rates.
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
F-306
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
12312019 Current Norrcurrent tara Nara Cuneo | ene eras | NU ayer mea | coronas | mamrencoaos | careers | 209yee | amsyee | maetmsyes | nunca
Santander Chile us$ 2.30% 2.36% Serri-annual 101,165] | 101,165] – – – – Scotiabank Chile us$ 2.34% 2.349 Serri-annual 101,182 | 101,182] – – – – Scotiabank Chile us$ 2.40% 2.40% Serri-annual 65,790] – 65,790 – – – – Scotiabank Chile us$ 2.63% 2.62% Serri-annual – 304,054| 304,054] – – – – MUFG Bank LTD us$ 3.06% 2.96% Serri-annual 3,840] 3,737| 7,577 261,212 – – 261,212 Export Dev Canada us$ 2.72% 2.54% Serri-annual – 7,757| 7,757| 307,715 – – 307,715 Scotiabank £ Trust (Cayrran) Ltd us$ 2.86% 2.65% Quarterty 1,988 6,053| 8,041] 312,062 – – 312,062 apan Bank International Cooperation| US$ 2.53% 2.349 Serriannual – 33,720 33,720 49,137 | – – 49,137| Export Dev Canada us$ 2.95% 2.83% Serri-annual 4,411] 4,203] 8,704| 317,291. – – 317,291, Export Dev Canada us$ 3.52% 3.40% Serri-annual 5,213| 5,156| 10,369 20,683 20,711 346,607| 388,001.
Export Dev Canada us$ 3.62% 2.42% Serri-annual 5,244] 5,187| 10,431 20,804] 20,833 351,897| 393,534 Banco Latinoamericano de Corrercio | US$ 3.28% 3.10% Serri-annual – 2,380] 2,380 4,722! 3,545| 80,886 89,153| BONO 144-A REG.S 2020 us$ 2.89% 3.75% Serri-annual – 409,690| 409,690| – – – – BONO 144-A REG.S 2021 us$ 4.02% 2.88% Serri-annual – 8,796| 8,796| 235,777 – – 235,777 BONO 144-A REG.S 2022 us$ 3.16% 3.00% Serri-annual 6,187| 6,187| 12,374] 437,224] – – 437,224] BONO 144-A REG.S 2023 us$ 4.74% 4.50% Serri-annual 7,535| 7,535| 15,070 30,138 349,940 – 380,078 BONO 144-A REG.S 2025 us$ 4.75% 4.50% Serri-annual 24,044] 24,044 -48,088| 96,174] 96,174] 1,116,688 1,309,036| BONO 144-A REG.S 2027 us$ 4.20% 2.63% Serri-annual 27,188| 27,188 54,376 108,750 108,750 1,663,125 1,880,625| REG.S 2029 US$ 2.98% 2.87% Serriannual 1,865| 1,865 3,730 7,459 7,459 148,649] 163,567 | BONO 144-A REG.S 2029 us$ 3.14% 3.00% Serri-annual 16,500| 16,500 33,000 66,000 66,000 1,265,000 1,397,000] BONO 144-A REG.S 2035 US$ 5.78% 5.63% Serri-annual 14,063 14,063 28,126 56,250 56,250 809,375] 921,875 BONO 144-A REG.S 2036 us$ 6.22% 6.15% Serri-annual – 30,750 30,750 61,500 61,500 869,000] 992,000 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Serriannual 15,938] 15,938 31,876 63,750 63,750 1,323,750 1,451,250 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Serriannual – 53,438 53,438] 106,875 106,875 1,965,313] 2,179,063| BONO 144-A REG.S 2044 US$ 5.01% 4.88% Serriannual – 47,775] 47,775 95,550 95,550 1,935,500 2,126,600] BONO 144-A REG.S 2047 US$ 4.72% 4.50% Serriannual 28,125| 28,125 56,250] 112,500 112,500 2,543,750] 2,768,750] BONO 144 REG.S 2048 US$ 4.91% 4.85% Serriannual – 29,100 29,100] 58,200] 58,200 1,283,850 1,400,250 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Serriannual 28,438] 28,438 56,876| 113,750 113,750 2,693,438 2,920,988] BONO 144-A REG.S 2050 US$ 3.78% 3.70% Serriannual 11,100] 22,261 33,361] 66,782| 66,782 1,745,911 1,879,476 Oriente Copper Netherlands B.V. US$ 5.42% 3.25% Serriannual 72,705 72,705] 141,137 135,320 537,640] 814,097 Total ThUSS 469,816| 1,216,735| 1,686,551] 3,151,442 1,543,889] 379] 25,375,711) [ tonoecone e 2025 ¡| 3.24% [_4.000 Serrannual 138,000] 138,000] 276,000] 552,000] 552,000] 7,038,000] 8,142,000] | tono cope c 2026 [ur | 2.48% [_250% Serrannual 124,228] 124,228| 248,457] 496,913| 496,913| 10,496,914| 11,490,740] Total U.F. 262,228] 262,228] 524,457] 1048913] 1,048,913 17,534,914] 19,632,740] Subtotal ThUS$ 9,915| 9,915| 19,830| 39,661| 39,660 662,997 742,318 [eono 144-A REGS 2024 [euro | 2.48% [_225% Annual – 13,500,000| 13,500,000| 27,000,000| _27,000,000| ‘600,000,000| 1654, 000,000| Subtotal ThUS$ – 15,138 15,138] 30,276| 30,276| 672,798| 733,350 [reas 2039 TE 3.65%] 3.58% Annual – 2,506,000| 2,506,000| 5012,000| 5,012000| 107,590,000| 117,614,000| Subtotal ThUS$ – 1,755] 1,755| 3,509| 3,509| 75,332 82,350] [ess 2034 [ho | 292%| 284% Annual – 14,238,904| 14,238,904 28,400,000| 28,438,904| 642,077, 808| 698,916,712 Subtotal ThUS$ – 1,829 1,829 3,648| 3,653| 32,468| 89,769] Total ThUSS 479,731] 1,245,372| 1,725,103| 3,228,536| 1,620,987| 22,173,974] 27,023,498
Nominal and effective interest rates presented above correspond to annual rates.
F-307
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
BONO 144-A REG. S 2024
12342018 Current Nor-current Creditor Name Currency Efecive Interest | Nominal Interest Payments of Interest Less than So More nan So Current total 1103 years 3to5years | Morethan5years| Non-current total Rate Rate days days.
Scotiabank Chile US$ 3,74% 3,60% Semi-annual -| 310,898 310,898] -| -| -| -| Bank of Tokyo Mitsubishi Ltd. US$ 3,37% 3,27% Semi-annual 4,176| 4,108]| 8,284| 270,701, -| -| 270,701] Bxport Dev Canada. US$ 3,62% 3,44% Semi-annual -| 10,395| 10,395| 320,934 -| -| 320,984] Sootiabank €: Trust (Cayman) Lid US$ 3,30% 3,09% Quarterly 2,340] 7,099] 9,439] 18,801| 304,578] -| 323,379] Bxport Dev Canada. US$ 3,48% 3,38% Semi-annual -| 10,279| 10,279| 20,586] 310,251] -| 320,837 | Bxport Dev Canada. US$ 4,09% 3,06% Semi-annual = 12083] 12,083] 24,139] 24,106] 360,330] 408,575] MMUFG Bank Ltd US$ 3,84% 3,44% Semi-annual -| 12,205] 12,205| -| -| -| -| Japan Bank Intemational Cooperation US$ 3,54% 3,4% Semi-annual -| 35,496] 35,496] 67,798] 16,268| -| 84,061] BONO 144-A REG.S 2019 US$ 7,78% 7,50% Semi-annual 276,852] -| 276,852| -| -| -| -| [BONO 144-A REG.S 2020 US$ 3,17% 3,73% Semi-annual -| 21,946] 21,946] 607,183 -| -| 607, 183| [BONO 144-A REGS 2021 US$ 4,06% 3,89% Semi-annual -| 18,785| 18,785| 522,344 -| -| 522,344] [BONO 144-A REG.S 2022 US$ 3,17% 3,00% Semi-annual 12,562] 12,562] 25,124] 50,249] 862,611] -| 912,860| [BONO 144-A REGS 2023 US$ 4,73% 4,50% Semi-annual 13,219| 13,219] 26,438] 52,875| 640,373] -| 693,248| [BONO 144-A REGS 2025 US$ 4,77% 4,50% Semi-annual 36,480] 36,480] 72,960] 145,922 145,922] 1,767,277| 2,059,121| [BONO 144-A REGS 2027 US$ 4,20% 3,63% Semi-annual 27,188| 27,188]| 54,376| 108,750| 108,750| 1,717,500| 1,935,000| [BONO 144-A REGS 2085 US$ 5,78% 5,63% Semi-annual 14,063| 14,063] 28,126] 56,250| 56,250] 837,500| 950,000] [BONO 144-A REGS 2086 US$ 6,22% 6,15% Semi-annual -| 20,750| 30,750| 61,500| 61,500] 899,750| 1,022,750| [BONO 144-A REGS 2042 US$ 4,41% 4,23% Semi-annual 15,988] 15,988] 31,876| 63,750] 63,750] 1,355,625 1,483,125| [BONO 144-A REGS 2043 US$ 5,70% 5,63% Semi-annual -| 53,438] 53,438] 106,875| 106,875| 2,018,750] 2,232,500] [BONO 144-A REGS 2044 US$ 5,01% 4,88% Semi-annual -| 47,775| 47,775| 95,550] 95,550] 1,983,275 2,174,375| [BONO 144-A REGS 2047 US$ 4,73% 4,50% Semi-annual 28,125] 28,125| 56,250] 112,500] 112,500] 2,600,000] 2,825,000| [REGS. 2048 US$ 4,91% 4,89% Semi-annual -| 29,100] 29,100] 58,200] 58,200] 1,312,950 1,429,350| Oriente Copper Netherlands B.V. US$ 5,42% 3,23% Semi-annual -| 72,705| 72,705] 141,137 135,320] 537,640| 814,097|
Total TRUS$ 430,943] 824,602] 1,255,545] 2,906,039) 3,102,804) 15,390,597 21,399,440]
Nominal and effective interest rates presented above correspond to annual rates.
F-308
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The present value of future lease payments are detailed in the following table:
12312019 12312018 Leases Gross Interest Present Value Gross Interest Present Value ThuS$ ThuS$ Thus$ Thus$ TRHUS$ Thus$ Less than 90 days 39,668 (4,557) 35,111 6,092 (1,735) 4,357 Between 90 days and 1 year 105,315 (12,665) 92,650 21,529 (5,186) 16,343 Between 1 and 2 years 107,218 (12,248) 94,970 23,385 (5,943) 17,442 Between 2 and 3 years 77,753 (9,881) 67,872 20,079 (4,807) 15,272 Between 3 and 4 years 60,078 (6,813) 53,265 13,628 (3,699) 9,929 Between 4 and 5 years 32,384 (4,780) 27,604 20,756 (2,812) 17,944 More than 5 years 70,857 (9,458) 61,399 35,126 (8,574) 26,552 Total 493,273 (60,402) 432,871 140,595 (32,756) 107,839
The expense related to short-term leases, low-value assets and variable leases not included in the measurement and or amortization of lease liabilities for year ended December 31, 2019 is presented in the following table:
112019 Lease expense 12312019 ThUS$ Short-term leases 84,252 Low value leases 5,684 Variable lease pay ments not included in the initial measurement or remeasurement of 1,488,400 liabilites (ex cluding, where applicable, changes in indices or rates) TOTAL 1,578,345
The operating lease expense recognized in the statement of comprehensive income for the year ended December 31, 2018 totaled ThUS$191,311.
The table below details changes in CODELCO’s financing activities in the statement of cash flow, including both cash and non-cash changes for the year ended December 31, 2019 and 2018:
Changes that do not represent cash flow Initial Balance at Flows of cash Financial Cost Adjustment | Effective Interest | – Other Final Balance at Liabilities forfinancing activities 112019 From Used Total 10) Exchange accretionlamortiza| 12312019 THUs$ TES THUS$ TES THUS$ THUs$ US$ THUS$ Thus$ THUS$
Loans with financial instiuions 2,511,949 840,000 | (386,625) 453,375 104,592 – – 1,606 2,889 3,074,411 Bond Obligations 12,745,736 | – 3,543,199 | (2,610,321) 932,878 591,920 (45,137) – (85.452) – 14,189,945 Obligations for coverage 116,132 – (21,167) (21,167) 21,556 13,142 27,575 – 588 157,826 Paid Dividens – – – – – – –
Financial assets for hedge derivaives (107,700) – – – – 31,438 (6,322) – – (62,584) Leases 107,839 | (148,181)] – (148,181) 31,416 (18,114) – 459,911 432,871 Capital contribution – 400,000 – 400,000 – – – – –
Other 64,343 – (15,483) (15,483) 51,082 – – – 18,922 58,864 Total liabilities from financing activities 15,438,299 | 4,783,199 | (3,241,777)| 1,541,422 800,566 (18,671) 21,253 (83,846) 482,310 17,831,333
F-309
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Changes that do not represent cash flow Initial Balance at Flows of cash Financial Cost! Adjustment | Effective Interest | – Other Final Balance at Liabilities forfinancing activities 1112018 From Used Total (Mm Exchange accretionamortiza 12312018 US$ TES US$ TES US$ Russ US$ US$ ES US$ Loans with financial instiuions 2,460,384 300,000 (333,027) (83,027) 84,592 – – 2,511,949 Bond Obligatons 12,249,406 600,000 (541,241) 58,659 543,874 (101,299) – (4,904) 19,745,736 Obligaions for coverage 83,89 (18,980) (18,980) 20,070 35,884 (4,788) – 116,132 Paid Dividens – (602,461)| – (602,461) – – – – Financial assets for hedge derivalives (137,544) – – 66,177 (86,333) – (107,700) Leases 102,711 (27.130) (27.130) 2,714 2,645 – 26,839 107,839 Capital contibuton – 600,000 – 600,000 – – – – Other 69,813 (89,200) (89,200) 82,886 – – 10,844 64,343 Total liabilities from financing activities 19,828,666 | 1,500,000] (1,622089)| (122,089) 734,196 3,407 (41,121) (4,904) 37,683 15,438,299
(1) The finance costs consider the capitalization of interest, which for the year ended December 31, 2019 and 2018, amounts to ThUS$367,548 and ThUS$311,399 respectively.
13. Fair Value of financial assets and liabilities
The carrying amount of financial assets is a reasonable approximation to their fair value, therefore, no additional disclosures are required in accordance with IFRS 7 with respect thereto.
Regarding financial liabilities, the following table shows a comparison as of December 31, 2019 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value.
Comparison value book vs fair value | Accounting treatment for Carrying amount Fair value as of December 31, 2019 valuation Thus$ ThUuS$ Financial liabilities: Bond Obligations Amortized cost 14,189,945 15,522,523
14. Fair value hierarchy
The estimated fair value for the Corporation’s portfolio of financial instruments is based on valuation techniques and observable inputs. Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:
+ Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
+ Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i,e, as prices) or indirectly (i,e, derived from prices).
+ Level 3: Inputs are significant unobservable inputs for the asset or liability.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The following table presents financial assets and liabilities measured at fair value as of December 31, 2019:
Financial instruments measured at fair 12312019 value Level 1 Level 2 Level 3 Total ThUS$ ThUus$ ThUS$ ThUS$
Financial Assets
Provisional price sales contracts – 723,619 – 723,619 Cross Currency Swap – 82,584 – 82,584 Mutual fund units 2,158 – – 2,158 Metal futures contracts 1,840 – – 1,840 Financial Liabilities
Metal futures contracts 1,801 857 – 2,658 Cross Currency Swap – 157,825 157,825
There were no transfers between the different levels during the year ended December 31, 2019.
15. Trade and other payables
The detail of trade and other current payables as of December 31, 2019 and 2018, is as follows:
Currents Items 12312019 12312018 ThUS$ ThUS$ Trade pay ables 1,150,047 1,317,623 Pay ables to employees 8,390 21,561 Withholdings 113,147 72,681 Withholding taxes 76,387 60,621 Other pay ables 72,944 74,098 Total 1,420,915 1,546,584
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
16. Other provisions
The detail of other current and non-current provisions as of December 31, 2019 and 2018, is as follows:
Current Non-current
Other Provisions 12312019 | 12312018 | 12312019 | 12312018
THUS$ THUS$ THUS$ TUS$ Sales-related provisions (1) 2,932 2,692 – Operating (2) 260,973 233,277 Law No. 13196 109,643 93,309 – – Other provisions 128,429 51,771 24,097 20,153 Onerous Contract (3) 195 3,200 81 4,534 Decommissioning and restoration (4) – 2,016,625 1,506, 162 Legal proceedings – – 49,684 69,334 Total 502,172 384,249 2,090,487 1,600,183
(1) Corresponds to a sales-related accruals, which includes charges for freight, loading, and unloading that were not invoiced at the end of the period.
(2) Corresponds to a provision for customs duties, freight on purchases, electricity, among others.
(3) Corresponds to a provision recognized for an onerous contract with Copper Partners Investment Company Ltd, See Note 29 b).
(4) Corresponds to the provision for future decommissioning and site restoration costs primarily related to tailing dams, closures of mine operations and other mining assets. The amount of the provision ¡is the present value of future expected cash flows discounted at a pre-tax rate of 1.05% for the obligations in Chilean currency and 1.86% for the obligations in U.S. dollar. Both, discount rates reflect the corresponding assessments of the time value of money and the risks specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been made. The discount period varies between 9 and 54 years.
The Corporation determines and recognized this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
Changes in Other provisions, were as follows:
112019 12312019 Changes Other Provisions, |Decommissioning . .
. Contingencies Total non-current and restoration Thus$ Thuss$ Thus$ ThUs$ Opening balance 24,687 1,506,162 69,334 1,600,183 Closing provision adjustment – 507,062 507,062 Financial expenses – 36,345 – 36,345 Pay ment of liabilities (406) – (21,366) (21,772) Foreign currency translation (91) (32,160) (1,657) (33,908) Provision increase (4,452) – (4,452) Other increases (decreases) 4,440 (784) 3,373 7,029 Closing Balance 24,178 2,016,625 49,684 2,090,487
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
112018 12312018 Changes Other Provisions, | Decommissioning a o . Contingencies Total non-current and restoration ThUS$ ThUS$ ThUs$ ThUs$
Opening balance 26,524 1,636,695 48,583 1,711,802 Closing provision adjustment – (117,174) – (117,174) Financial expenses – 34,754 – 34,754 Pay ment of liabilities – (827) (5,100) (5,927) Foreign currency translation (3,617) (52,704) (8,574) (59,895) Provision increase (3,200) – – (3,200) Other increases (decreases) 4,980 5,418 29,425 39,823 Closing Balance 24,687 1,506,162 69,334 1,600,183
17. Employee benefits
a. Provisions for post-employment benefits and other long term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees regardless of the reason for employee’s departure. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retireesemployees to cover their medical care costs.
Both long-term employee benefits are stated in the terms of employment contracts and collective bargaining agreements as agreed to by the Corporation and its employees.
These defined benefit liabilities are recognized in the statement of financial position, at the present value of the defined benefit obligation. The discount rate applied is determined by reference to the market yields of government bonds in the same currency and estimated term of the post-employment benefit obligations.
The defined benefit obligations are denominated in Chilean pesos, therefore the Corporation is exposed to foreign exchange rate risk.
Actuarial gains and losses resulting from changes in actuarial assumptions and experience adjustments are recognized in other comprehensive income and are not subsequently reclassified to profit or loss.
For the year ended December 31, 2019, there were no significant changes in post-employment benefits plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Assumptions 12312019 12312018 Retirement plan Health plan Retirement plan Health plan Annual Discount Rate 3.68% 3.68% 4,49% 4.93% Voluntary Annual Turnover Rate for Retirement (Men) 5.00% 5.00% 4.00% 4.00% Voluntary Annual Tuover Rate for Retirement (Women) 4.70% 4.70% 3.70% 3.70% Salary Increase (real annual average) 3.26% – 4.03% – Future Rate of Long-Term Infation 3.00% 3.00% 3.00% 3.00% Inflation Health Care – 5.05% – 5.05% Mortality tables used for projections CB14-RV14 CB14-RV14 CB14-RV14 CB14-RV14 Average duration of future cash flows (years) 7.21 17.13 7.50 16.94 Expected Retirement Age (Men) 60 60 60 60 Expected Retirement Age (Women) 59 59 59 59
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The annual inflation corresponds to the long-term expectation set by the Central Bank of Chile.
The turnover rates were determined using the past three years of historical experience of the Corporation’s employee departure behavior. The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The period over which the obligation is being amortized corresponds to the estimate of the period over which the cash flows will occur.
b. The detail of current and non-current provisions for employment benefits as of December 31, 2019 and 2018, is as follows:
Current Non-current Accrual for employee benefits 12312019 12312018 12312019 12312018 Thus$ ThUS$ ThUS$ Thus$
Employees’ collective bargaining agreements 181,040 204,040 Employee termination benefit 21,904 27,247 704,877 802,260 Bonus 35,195 60,616 Vacation 143,971 183,628 Medical care programs (1) 497 460 561,709 496,323 Retirement plans (2) 37,479 17,620 8,181 8,355 Other 15,479 16,423 8,590 8,582
Total 435,565 510,034 1,283,357 1,315,520
(1) Corresponds to a provision recognized for the obligations with health care institutions as agreed with current and former employees.
(2) Correspond to the provision recognized for early retirement benefits provided to employees.
The reconciliation of the present value of the retirement plan and post-employment benefit obligation, is as follows:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
112019 112018 12312019 12312018 Movements Retirement plan | Health plan |Retirement plan] Health plan ThUS$ Thus$ Thus$ Thus$ Opening balance 829,507 496,783 882,090 523,649 Service cost 51,086 39,980 72,821 9,962 Financial cost 15,512 9,290 15,966 11,520 Paid contributions (115,970) (44,275) (57,166) (39,779) Actuarial (gains)losses 4,828 93,889 16,576 30,200 Transfer from other benefits – – 3,335 – Subtotal 784,963 595,667 933,622 535,552 (Gains) Losses on foreign exchange rate (58,182) (33,461) (104,115) (38, 769) Final Total 726,781 562,206 829,507 496,783
The technical revaluation (actuarial gainloss as defined under IAS 19) of the liability for compensation benefits for years of service has been made, for the year ended December 31, 2019. Such was charged to equity, which consists of an actuarial loss of ThUS$4,828, corresponding primarily to a change in financial assumptions; this is broken down into a loss of ThUS$7,262 from the revaluation of financial assumptions, specifically a profit of ThUS$11,513 from the revaluation of demographic assumptions and a loss from experience of ThuS$9,079.
For the obligation generated by health benefit plans, an actuarial loss of ThUS$93,889 has been determined, consisting primarily of an adjustment for experience loss made up of a loss to changes in financial assumptions of ThUS$9,365; and an adjustment for experience loss of ThUS$84,524.
The balance of the defined benefit liability as of December 31, 2019, comprises a short term portion of ThUS$21,904 and ThUS$497 for the termination indemnities plan and the medical care plan, respectively. The expected amount of the defined benefit liability projected at December 31, 2020, consists of ThUS$766,732 for the termination indemnities plan and ThUS$540,109 for the medical care plan. The expected monthly average future disbursements related to defined benefit plans are of ThUS$1,825 for termination indemnities and of ThUS$41 for medical care.
The following table sets forth the sensitivity analysis of the value of the each line item for a change in estimates, respectively, from the medium (used in the estimate recorded) to the low and from the medium to the high; the second to the last column represents the change between the low and medium and the last column represents the change between the medium and the high:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Severance Benefits for Years of Service Low Medium High Reduction Increase Financial effect on interest rates 3.430% 3.680% 3.930% 1.25% -1.21% Financial effect on the real increase in income 3.008% 3.258% 3.508% -1.07% 1.10% Demographic effect of job rotations 4,470% 4,970% 5.470% 0.95% -0.74% Demographic effect on mortality tables -25.00% CB14-RV14, Chile] 25.00% -0.04% 0.04%
Health Benefits and Other Low Medium High Reduction Increase Financial effect on interest rates 3.430% 3.680% 3.930% 3.37% -3.28% Financial effect on health inflation 4,550% 5.050% 5.550% 6.79% 7.64% Demographic effect, planned retirement age 58 57 6059 6261 3.93% 3.01% Demographic effect on mortality tables -25,00% CB14-RV14, Chile] 25.00% 11.91% -8.23%
c. Retirement benefits and conflict termination bonus
The Corporation under its operational optimization programs seeks to reduce costs and increase labor productivity, and through the incorporation of modern technologies andor best management practices has established employee retirement programs by making corresponding modifications to employment contracts or collective bargaining agreements, with benefits encouraging early retirement. The early retirement plans are recognized as a liability and expense as the Corporation can no longer withdraw the offer of those benefits.
As of December 31, 2019 and 2018, the retirement plan provision current balance was ThUS$37,479 and ThUS$17,620, respectively, while the non-current balance was ThUS$8,181 and ThUS$8,355, respectively. The non-current portion is associated with the provision related to the term of the collective bargaining process that Codelco’s management negotiated during the month of December 2012 with the employee unions of the Chuquicamata Division. The non-current amounts recognized have been discounted using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of December 31, 2019 and
2018.
d. Employee benefits expenses
The employee benefit expenses recognized for the year ended December 31, 2019 and 2018, are as follows:
Expense by Nature of Employee 112019 112016 . 12312019 12312018 Benefits
ThUS$ Thus$ Benefits – Short term 1,519,659 1,731,593 Benefits – Post employment 39,980 9,962 Benefits – Termination 100,747 54,594 Benefits by years of service 51,086 72,821 Total 1,711,472 1,868,970
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
18. Equity
The Corporation’s total equity as of December 31, 2019 is ThUS$11,634,677 (ThUS$11,343,869 as of December 31, 2018).
In accordance with article 6 of Decree Law 1350 of 1976, it is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference, and keeping in mind the Corporation’s balance sheet for the immediately preceding year and aiming to ensure its competitiveness, before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization funds and reserves shall be determined by decree from the Ministries of Mining and Treasury.
Net income shown in the balance sheets, after deducting the amounts referred to in the previous paragraph, shall belong to the State and becomes part of the Nation’s general income.
Pursuant to the Exempt Decree No. 184 of June 27, 2014 of the Ministry of Finance, the Corporation was authorized to capitalize US$200 million of the net profit of the financial statements as of December 31,
2013.
Those resources were charged to the profits of 2014.
On October 24, 2014, the President of the Republic of Chile signed Law No. 20790. Such Law sets forth an extraordinary capital contribution of up to US$3 billion for the Corporation during the period of 2014-
2018. The resources obtained from such capital contribution, together with the capitalization of the profits obtained during such period – up to US$800 million – generated in that period, will serve to boost the Investment Plan in mining projects, sustainability, mining development and renewal of equipment and industrial plants. At December 31, 2014, there were no capitalized resources under such statute.
Pursuant to the Exempt Finance Decree (Decree No. 197 of December 31, 2015 issued by the Ministry of Finance), the Corporation was authorized to capitalize US$225 million of the net profit registered in the financial statements as of December 31, 2014.
Those resources were to be taken from the profits for year 2015 for their capitalization.
Pursuant to the ORD Finance Ministry Officio No. 1410 dated on May 27, 2016, it was established that the aforementioned Decree confirms the impossibility of capitalizing the aforementioned US$225 million, consequently the capitalization fund comprised of said amount was reversed.
On October 28, 2015, it was reported that after reviewing the Development Business Plan 2014-2018 for Codelco, it was decided to make a capital contribution of US$600 million that was made effective on December 2, 2015.
On December 1, 2016, it was informed that, pursuant to Article 1 of Law No. 20790, it was decided to make an extraordinary capital contribution of US$500 million, which was made effective on December 28,
2016.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Both capital contributions were funded by the Public Treasury through the sale of financial assets.
On January 27, 2017, Law No. 20989 on extraordinary capitalization was enacted. The Law authorizes the transferring of funds from application of the Copper Reserved Law to the Public Treasury, allowing an extraordinary capitalization to Codelco of up to US$950 million for year 2017 aiming to reduce Codelco’s indebtedness in an amount equivalent to the difference between the funds transferred as required by the Reserved Law No. 13196 and cash flow surpluses obtained by the Corporation.
On March 13, 2017, through Decree No. 322 an extraordinary capital contribution was authorized under Article 2 of Law No. 20989, for a total amount of US$475 million. The capital contribution was made effective on April 13, 2017.
By Exempt Decree of Treasury No. 1698, dated November 17, 2017, in accordance with the provisions of Article 1 of Law No. 20790, it was decided to make an extraordinary contribution of capital for an amount of US$520 million, which were recorded on December 22, 2017.
On October 16, 2018, the Ministry of Finance issued Exempt Decree 311 in which it has an extraordinary capital contribution for Codelco pursuant to Law No. 20,790 of US$1,000 million, which will be made in a first part for US$600 million and in a second part for US$400 million, and that will be transferred in installments that will not be timed later than December 31, 2018 and February 28, 2019 respectively.
On December 26, 2018 the Corporation received the first part of the contribution to capital for US$600 million.
On February 26, 2019 the Corporation received the second part of the contribution to capital for US$400 million.
As of 2019, the Corporation has established that dividend payments will not be made as long as there are prepayments of dividends paid in excess.
As of December 31, 2019, the Corporation has not paid dividends, due to the fact that in 2018 there were advances of dividends paid in excess as follows:
ThUS$ Dividends payable as of December 31, 2017 295,842 Advance dividends as of December 31, 2018 155,719 Advance dividends overpaid as of December 31, 2018 150,900 Total dividends paid as of December 31, 2018 602,461
The consolidated statement of changes in equity discloses the changes in the Corporation’s equity.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The movement and composition of other equity reserves is presented in the consolidated statement of changes in equity.
Reclassification adjustments from other comprehensive income to profit or loss resulted in an income of ThUS$3,337 and a loss of ThUS$4,597 for the year ended December 31, 2019 and 2018, respectively.
a) Other reserves
The detail of other reserves as of December 31, 2019 and 2018, is as follows:
Other Reserves 12312019 | 12312018 Thus$ Thus$ Reserve on exchange differences on translation (6,672) (6,863) Reserve of cash flow hedges 19,506 47,792 Capitalization fund and reserves 4,962,393 4,962,393 Reserve of remeasurement of defined benefit plans (305,770) (274,480) Other reserves 622,290 625,317 Total other reserves 5,291,747 5,354,159
b) Non-controlling interests
The detail of non-controlling interests, included in equity and profit or loss, as of and for each reporting period, is as follows: o Non-controlling Net equity Gain (loss) Societies participation 12312019 12312018 12312019 12312018 112019 112018 12312019 12312018 % % ThUSs$ ThUss LES ThUS$S Inversiones Gacrux SpA 32.20% 32.20% 919,764 969,203 7,905 34,031 Others – – (m 1 (14) (3) Total 919,757 969,204 7,891 34,028
For the year ended December 31, 2019, Inversiones Gacrux SpA did not distribute any dividends to non-controlling interests.
The percentage of non-controlling interest in Inversiones Mineras Becrux SpA (previously Inversiones Mineras Acrux SpA) generates a non-controlling interest in our subsidiary Inversiones Gacrux SpA, which presents the following figures relating to its statement of financial position, statement of comprehensive income and cash flows:
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Assets and liabilities 12312019 | 12312018
Thuss$ Thus$ Current Assets 227,367 361,568 Non-current assets 2,855,708 2,839,764 Current liabilities 157,345 176,742 Non-current liabilities 554,890 593,078
112019 112018
Results 12312019 | 12312018
Thuss$ Thus$ Revenues 682,079 836,195 Expenses (681,954) (762,557) Profit of the year 125 73,638
112019 112018
Cash flow 12312019 | 12312018 Thuss$ TRus$ Net cash flow from operating activities 84,426 142,997 Net cash flow from (using) investing activities (42,403) – Net cash flow from (using) financing activities (128,413) (204,961)
19, Revenue
Revenues for the years ended December 31, 2019 and 2018, are as follows:
112019 112018 Item 12312019 12312018 Thus$ ThUS$
Revenue from sales of own copper 10,392,975 11,195,340 Revenue from sales of third-party copper 1,006,199 1,900,899 Revenue from sales of moly bdenum 595,967 651,305 Revenue from sales of other products 520,351 537,562 Gain in futures market 9,439 23,652
Total 12,524,931 14,308,758
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue ¡is presented in explanatory note No.24 Operating Segments.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
20. Expenses by nature
Expenses by nature for the years ended December 31, 2019 and 2018, are as follows:
112019 112018 Item 12312019 12312018 ThUS$ Thus$ Short-term benefits to employees 1,519,659 1,731,593 Depreciation 2,217,265 2,180,550 Amortization 2,804 590 Total 3,739,728 3,912,733
21. Impairment of Assets
As of December 31, 2018, the Corporation made a calculation of the recoverable amount of its cash generating unit Ventanas Division, for the purpose of checking the existence of a deterioration in the value of the assets associated with said division, the carrying amount of which amounted to US$323 million.
The aforementioned calculation of the recoverable amount determined a value of US$124 million, which compared with the amount in books, implied an acknowledgment of an impairment loss of assets for ThUS$198,898 (before tax), which was recorded in the Other item expenses by function, of the comprehensive income statement for the year 2018.
The recoverable amount determined for the calculation of the impairment loss corresponds to value in use using a 7.2% annual discount rate before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of acid, cost of treatment and refining, exchange rates and discount rates.
The aforementioned loss due to impairment is mainly generated by the fall in the costs of treatment and refining.
During the years ended December 31, 2019 and there were no indicators of additional deterioration or reversals of impairment recognized in previous years.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
22. Other income and expenses by function
Other income and expenses by function for the years ended December 31, 2019 and 2018, are as follows:
a) Other income by function
112019 112018 Item 12312019 12312018 ThUS$ Thus$ Penalties to suppliers 27,954 18,920 Delegated Administration 4,713 5,346 Miscellaneous sales (net) 39,870 25,973 Insurance claims for claims 27,054 – Customer recovery 7,836 Gain on sale of shares of related companies (Note 8) 103,151 18,279 Material return 43,510 Reverse site closure update 33,993 Other miscellaneous income 72,609 56,308 Total 360,690 124,826
b) Other expenses by function
112019 112018 Item 12312019 12312018 Thuss$ ThHus$
Law No. 13196 (935,599) (1,108,209) Research expenses (85,621) (103,649) Bonus for the end of collective bargaining (109,651) (204,623) Expenses plan (100,747) (54,594) Write-off of investment projects (7,261) (212,587) Write-off of property, plant €. equipment (27,495) (7,357) Medical care plan (39,979) (9,962) Impairment of assets (note 21) – (198,898) Write-off inv entories (35,136) (4,004) Customer bad debt (1,307) – Contingency expenses (20,482) (37,030) Fixed indirect costs, low production level (313,917) (96,285) Other (70,643) (78,116)
Total (1,747,838) (2,115,314)
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
23. Finance costs
The detail of finance costs for the years ended December 31, 2019 and 2018, is as follows:
112019 112018 Item 12312019 12312018 Thuss$ Thus$
Bond interest (301,060) (265,001) Bank loan interest (54,683) (69,869) Unwinding of discount on severance indemnity provision (12,332) (16,497) Unwinding of discount on other non-current provisions (43,798) (46,959) Other (67,434) (65,122)
Total (479,307) (463,448)
24. Operating segments
The Corporation has defined its Divisions as its operating segments in accordance with the requirements Of IFRS 8, Operating Segments. The revenues and expenses of the Head Office are allocated among the defined operating segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South Central Vice-President of Operations, respectively.
The information on each Division and their corresponding mining deposits is as follows:
Chuquicamata
Types of mine sites: Open pit mines
Operating: since 1915
Location: Calama – Region Il
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997,
Location: Calama – Region |!
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Ministro Hales
Type of mine: Open pit mine
Operating: since 2014
Location: Calama – Region Il
Products: Calcined copper, copper concentrates Gabriela Mistral
Type of mine: Open pit mine
Operating: since 2008
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Location: Calama – Region Il Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mine: Underground mine and open pit mine
Operating: since 1926
Location: Salvador – Region |!
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate
Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes – Region V
Product: Copper concentrate
El Teniente
Type of mine: Underground mine
Operating: since 1905
Location: Rancagua – Region VI
Products: Fire-refined copper and copper anodes
a) Allocation of Head Office revenue and expenses
Revenue and expenses controlled by the Head Office are allocated to the Divisions based on following criteria.
The main items are assigned based on the following criteria:
Revenue and Cost of Sales of Head Office commercial transactions
+ Allocation to the operating segments is made in proportion to revenues of each Division.
Other income, by function
+ Other income by function, associated and identified with each Division, is directly allocated.
+ Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division.
+ The remaining other income is allocated in proportion to the aggregate of balances of other income and finance income of each Division.
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Distribution costs
+ Expenses associated and identified with each Division are directly allocated.
+ Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative Expenses
+ Administrative expenses associated and identified with each Division are directly allocated,
+ Administrative expenses recorded in cost centers associated with the sales function and administrative expenses of subsidiaries are allocated in proportion to the revenues of each Division.
+ Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to inventory balances in warehouse in each Division.
+ The remaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
Other Expenses, by function
+ Other expenses associated and identified with each Division are directly allocated.
+ Expenses for pre-investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other gains
+ Other gains associated and identified with each Division are directly allocated.
+ Other gains of subsidiaries are allocated in proportion to the revenues of each Division.
Finance Income
+ Finance income associated and identified with each Division is directly allocated.
+ Finance income of subsidiaries is allocated in proportion to the revenues of each Division.
+ The remaining finance income ¡s allocated in relation to the operating cash outflows of each Division.
Finance costs
+ Finance costs associated and identified with each Division are directly allocated.
+ Finance costs of subsidiaries are allocated in proportion to the revenues of each Division.
Share in profit (loss) of associates and joint ventures accounted for using the equity method
+. Share in profit or loss of associates and joint ventures identified for each Division is directly allocated.
F-325
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Foreign exchange differences
+ Foreign exchange differences identifiable with each Division are directly allocated.
+ Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division.
+ The remaining foreign exchange differences are allocated in relation to operating cash outflows of each Division.
Contribution to the Chilean Treasury under Law No. 13196
+ The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
Income tax benefit (expense)
+ Corporate income tax under D.L. 2398 and specific mining tax are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
+ Other tax expenses are allocated in proportion to the corporate income tax, specific mining tax and tax under D.L. 2398 of each Division.
b) Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that receives the service. Such recognition is made in the period in which these services are rendered, as well as ¡ts elimination in the consolidated corporate financial statements.
Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
c) Cash flows by segments The operating segments defined by the Corporation, has a cash management which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
F-326
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The following tables details the financial information organized by operating segments:
From 112019
12312019 Total Subsidiaries and Total Chuquicamata | R. Tomic Salvador Andina El Teniente | Ventanas G. Mistral M. Hales Segments Segments | Head Office, net | Consolidated Thus$ Thus$ Thus$ Thus$ Thus$ Thus$ Thus$ Thus$ ThUs$ Thus$ Thus$
Revenue from sales of own copper 3,341,305 1,655,359 344,116 916,542 2,496,457 666,997 906,516 | – 10,392,972 3 10,392,975 Revenue from sales of third-party copper 1,634 – – – – – – 20,867 985,332 1,006,199 Revenue from sales of molybdenum 297,324 10,251 20,026 67,524 194,153 – – – 589,278 6,689 595,967 Revenue from sales of other products 138,985 – 35,741 2,107 109,344 192,567 3,520 31,229 513,443 6,908 520,351 Revenue from futures market 5,859 3,023 418 (69) 20 (733) 805 107 9,439 – 9,439 Revenue between segments 35,928 – 24,103 2,554 1,330 105,184 – – 169,099 (169,099) – Revenue 3,820,985 1,668,633 424,404 988,658 2,801,313 381,931 671,322 937,852 | 11,695,098 829,833 12,524,931 Cost of sales of own copper (2,842,594)| – (1,244,908) (855,946) (918,185)| (1,594,596) (65,974) (675,313) (731,320)| – (8,418,836) 622 (8,418,214) Cost of sales of copper third-pany copper (1,704) – – – – (20,225) – – (21,929) (974,448) (996,377) Cost of sales of moly bdenum (83,780) (13,937) (9,241) (25,982) (47,808) – – – (180,743) (25,256) (205,999) Cost of sales of other products (130,612) – (20,442) (597) (60,816) (197,169) (8,390)| (10,616) (423,642) (7,209) (430,851) Cost of sales beween segments (102,971) 42,164 (26,515) (,589)| 6,770 (98,331) (1,720)| 13,093 (169,099) 169,099 – Cost of sales (8,161,661) (1,216,681) (412,144) (946,353)| (1,696, 445)| (871,699) (728,843) (9,214,249) (837,192) (10,051,441) Gross profit 659,324 451,952 12,260 42,305 1,104,868 10,232 209,009 2,480,849 (7,359) 2,473,490 Other income, by function 100,500 8,817 20,493 24,001 42,197 1,853 6,878 5,535 210,274 150,416 360,690 Impairment gains determined in accordance with IFRS 9 – – – – – – – – – 378 378 Distribution costs (5.680) (214) (826) (270) (1,761)| (1,262)| (90) (1,323) (11,426) (5,643) (17,069) Aciministrative expenses (50,451) (28,061) (13,913) (16,504)| (45,847) (8,484)| (28,135) (25,215) (216,610) (192,624) (409,234) Other expenses, by function (440,991) (17,273) (96,233) (17,305) (104,232) (13,520) (18,937) (15,871) (724,362) (87,877) (812,239) Law No. 13.196 (804,321) (148,096) (82,023) (89,524) (222,475)| (18,931) (64,906) (55,323) (835,599) – (835,599) Other gains – – – – – – – – – 22,672 22,672 Finance income (1,209) (97) 251 874 202 18 (347) (219) 37,090 36,871 Finance costs (64,411) (47,344) (15,309) (64,068) (172,137) (9,899)| (15,300) (46,784) (435,252) (44,055) (479,307) Share in the profit (loss) of associates and joint ventures accounted by the equity method – – (408) (1,255) (1,201) – – – (2,859) 16,062 13,203 Exchange differences 52,099 10,535 9,807 18,840 56,738 5,586 8,113 13,565 175,283 (21,366) 153,917 Income (loss) before taxes (65,140) 230,219 (116,058) (103,529)| 657,024 (64,223) (121,460) 83,246 540,079 (132,306) 407,773 Income tax expenses 29,969 (162,974) 76,094 61,658 (479,456) 20,763 83,454 (59,847) (430,340) 37,095 (893,245) Income (loss) (25,171) 67,245 (69,964) (41,871) 177,568 (13,460) (68,006) 23,399 109,739 (95,211) 14,528
F-327
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED HINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
From 112018
12312018 Total Subsidiaries and Total Chuquicamata | R. Tomic Salvador Andina El Teniente | Ventanas G. Mistral M. Hales Segments Segments | Head Office, net | Consolidated ThUS$ ThUs$ ThuS$ ThuS$ ThUS$ ThUS$ ThUS$ ThUs$ ThUs$ ThUs$ ThUs$
Revenue from sales of own copper 3,100,186 2,058,291 365,850 1,102,898 2,778,189 13,497 641,681 1,125,496 | – 11,186,088 9,252 11,195,340 Revenue from sales of third party copper 177 – – – – 14,597 – 23,123 37,897 1,863,002 1,900,899 Revenue from sales of molybdenum 359,996 15,751 20,356 88,841 164,388 – – – 649,332 1,973 651,305 Revenue from sales of other products 142,143 – 42,781 3,483 91,443 196,436 – 59,416 535,702 1,860 537,562 Revenue from futures market 8,474 10,322 687 (106) 1,210 64 2,316 685 23,652 – 23,652 Revenue between segments 122,767 – 73,379 1,487 9 105,787 – – 308,514 (803,514) – Revenue 3,733,743 2,084,364 503,053 1,196,603 3,035,324 330,381 643,997 1,208,720 12,736,185 1,572,573 14,308, 758 Costof sales of own copper (2,880,608)| (1,343,886) (897,189) (831,698)| (1,637,057) (3,889) (540,134) (896,470)| (8,630,926) (15,076) (8,646,002)| Costof sales of copper third party copper (192) – – – – (16,345) – (23,123) (89,660) (1,841,680)| (1,881,340) Costof sales of molybdenum (79,793) (8,902)| (9,530)| (25,980) (51,627) – – – (175,832) (18,048) (198,880) Cost of sales of other products (140,063) – (27,477) (738) (74,274) (214,792) – (14,166) (471,510) (1,609)| (473,119) Cost of sales between segments (198,829) 52,328 (79,004) 4,217 17,831 (117,771) (1,228) 18,942 (808,514) 303,514 – Cost of sales (8,299,480) (1,300,460)| (513,200)| (854, 199) (1,745,127)| (852,797) (541,362) (914,817) (9,621,442) (1,572,899)! (11,194,341)| Gross profit 434,263 783,904 (10,147) 242,404 1,290,197 (22,416) 102,635 293,903 3,114,743 (326) 3,114,417 Other income, by function 10,994 5,769 4,497 14,348 18,018 1,819 3,108 4,577 63,130 61,696 124,826 Impairment gains determined in accordance with IFRS 9 – – – – – – – – – 158 158 Distribution costs (8,010) (570) (1,049) (244)| (1,140) (597) (139) (1,043) (8,492) (9,770) (18,262) Aciministrative expenses (60,412) (82,429) (17,676) (22,649) (66,815) (9,796) (22,361) (82,077) (264,215) (201,113) (465,328) Other expenses, by función (97,154) (85,056) (125,943) (92,589) (171,207) (210,008) (12,023) (87,058) (781,038) (226,067) (1,007, 108)| Law No. 13.196 (314,516) (201,452) (84,027) (118,451) (265,868) (15,137) (63,789) (94,969)| (1,108,209) – (1,108, 209)| Other gains – – – – – – – – – 21,395 21,395 Finance income: 189 244 126 115 2,174 84 18 160 3,110 48,219 51,329 Finance costs (62,271) (46,437) (14,073) (61,517) (155,965) (8,625) (17,075) (46,664) (412,627) (50,821) (463,448) Share in the profit (loss) of associates and joint ventures accounted by the equity method 174 – (475) (466) (2,253) – – – eco 122,134 119,114 Exchange differences 88,760 14,668 15,552 33,218 45,160 10,859 5,344 11,678 225,239 (47,096) 178,143 Income (loss) before taxes (2,983) 488,641 (183,215) (6,531) 692,301 (253,817) (4,282) 98,507 828,621 (281,591)| 547,030 Income tex expenses 2,070 (829,166)| 128,918 1,928 (476,388) 181,869 2,890 (68,015) (555,894) 198,611 (857,283) Income (loss) (e13) 159,475 (54,297) (4,603) 215,913 (71,948) (1,392) 30,492 272,727 (82,980) 189,747
F-328
CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The assets and liabilities related to each operating segment, including the Corporation’s head office as of December 31, 2019 and 2018, are detailed in the following tables:
12312019 . Radomiro . . . Subsidiaries and | – Total Category Chuquicamata _ Salvador Andina El Teniente | Ventanas | G. Mistral M. Hales o Z Tomic Head Office, net | Consolidated ThUS$ ThUS$ ThUS$ ThUs$ ThUs$ ThUs$ ThUS$ ThUs$ ThUs$ ThUS$ Current assets 1,318,498 673,058 409,962 269,730 959,041 63,802 264,389 342,614 1,748,927 6,050,021 Non-current assets 9,079,665 2,097,006 1,022,033 4,828,805 7,521,778 268,457 1,149,763 3,247,562 5,079,521 34,294,590 Current liabilities 821,067 179,649 140,456 214,350 474,126 76,222 103,484 139,946 1,773,657 3,922,957 Non-current liabilities 765,850 262,729 255,063 588,841 1,257,577 138,455 152,528 115,909 21,250,035 24,786,987 12312018 o Radomiro . . . Subsidiaries and | – Total Category Chuquicamata . Salvador | Andina El Teniente | Ventanas | G. Mistral | M. Hales . a Tomic Head Office, net | Consolidated ThUS$ ThUS$ ThUS$ ThUs$ ThUs$ ThUs$ ThUS$ ThUs$ ThUs$ ThUS$ Current assets 1,278,051 715,681 278,481 247,676 696,341 89,148 239,493 291,782 1,991,553 5,828,206 Non-current assets 7,863,667 1,941,213 727,675 4,519,739 6,547,657 155,316 1,136,948 3,278,883 5,091,501 31,262,599 Current liabilities 729,319 192,735 115,908 218,550 441,255 61,363 111,615 117,624 1,551,043 3,539,412 Non-current liabilittes 855,735 205,997 196,608 472,713 910,005 53,084| 116,005 81,958 19,315,419 22,207,524 The revenue segregated per geographical areas is the following: 112019 112018 Revenue per geographical areas 12312019 12312018 Thus$ ThUS$ Total revenue from domestic customers 2,616,605 1,313,064 Total revenue from foreign customers 9,908,326 12,995,694 Total 12,524,931 14,308,758 112019 112018 Revenue per geographical areas 12312019 12312018 Thus$ ThUS$ China 2,315,772 3,867,505 Restof Asia 1,673,357 1,982,163 Europe 3,673,299 3,482, 755 America 3,932,012 3,764,467 Other 930,491 1,211,868 Total 12,524,931 14,308,758
During the periods January – December 2019 and 2018, there is no income from ordinary activities from transactions with a single client, representing 10 percent or more of the income of ordinary activities of the
Corporation.
F-329
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
25. Foreign exchange differences
The detail of foreign exchange differences for the years ended December 31, 2019 and 2018, ¡is as follows: 112019 112018 Gain (loss) from foreign exchange differences recognized in income | 12312019 12312018 Thus$ Thus$ Gain from foreign exchange differences 254,314 277,780 Loss from foreign exchange differences (100,398) (99,637) Total exchange difference, net 153,916 178,143
26. Statement of cash flows
The following table shows the items that comprise other collections and payments from operating activities in the Statement of Cash Flows:
112019 112018 Other collections from operating activities 12312019 12312018 ThUS$ Thus$
VAT Refund 1,580,041 1,513,219 Sales hedge 12,357 – Other 234,866 220,336 Total 1,827,264 1,733,555
112019 112018
Other payments from operating activities 12312019 12312018
ThUS$ Thus$
Contribution to Chilean treasury Law N?13.196 (917,632) (1,136,559) Sales hedge – (29,843) VAT and other similar taxes paid (1,319,723) (1,388,782) Total (2,237,355) (2,555, 184)
During the years ended December 31, 2019 and 2018, as indicated in the equity note, capital contributions were received for a total of ThUS$400,000 and ThUS$600,000, respectively, which are presented in other cash inflows (outflows) corresponding to the net cash flows provided by (used in) activities of financing.
F-330
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
27. Financial risk management, objectives and policies
Codelco has committees within its organization to set out strategies allowing to reduce the financial risks to which it may be exposed.
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below:
a. Financial risks
Exchange rate risk:
According to IFRS 7, exchange rate risk is understood to be the risk that arises from financial instruments that are denominated in foreign currencies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelco’s activities that generate this exposure correspond to funding in UF, accounts payable and receivable in Chilean pesos, other foreign currencies used in its business operations and obligations with employees.
The majority of transactions in currencies other than US$ are denominated in Chilean pesos. Also, there is another portion in Euro, which corresponds mainly to a long-term loan issued through the international market, which exchange rate risk is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and liabilities as of December 31, 2019 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$34 million in net income, respectively.
This result is obtained by identifying the main items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of US$, with respect to the closing exchange rate at the end of the reporting period.
As of December 31, 2019 and 2018 the balance of time deposits denominated in Chilean pesos amounts to ThUS$56,308 and ThUS$270,021, respectively.
Interest rate risk:
This risk arises from interest rate fluctuations in Codelco’s investment and financing activities. This movement can affect future cash flows or the market value of fixed rate financial instruments.
F-331
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Corporate Finance Department.
It is estimated that, on the basis of net debt balance as of December 31, 2019, a 1% change in interest rates on the financial liabilities subject to variable interest rates would mean approximately a US$23 million change in finance costs, before tax. This estimationis made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable interest rates.
Total fixed and variable interest rate obligations maintained by Codelco as of December 31, 2019 correspond to amounts of ThUS$14,189,945 and ThUS$3,074,411, respectively.
Market risks
– Commodity price risk:
As a result of its commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum concentrate sale agreements and copper cathode sale agreements generally provide for provisional pricing of sales at the time of shipment, with final pricing based on the monthly average market price for specified future periods. At the reporting date, the provisionally priced metal sales are marked-to-market, with adjustments (both gains and losses) being recorded in revenues in the consolidated statement of comprehensive income. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.r) “Income from Activities Ordinary Procedures from Contracts with Customers “of section 11” Main policies countable ).
For the year ended December 31, 20109, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would vary in an amount of US$97 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2019 (MTMF 314). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price will be if there is a difference of + – 5% with respect to the future price known to date for this period.
In order to protect cash flow and adjust, where necessary, its sales contracts to its trade policy, the Corporation holds operations in futures markets. At the end of the reporting period, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales.
F-332
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As of December 31, 2019, a variation of U.S. € 1 in the price per pound of copper, considering derivatives contracted by the Corporation, involves a change in income or payments for existing contracts (exposures) of US$194 before taxes. This calculation is obtained from a simulation curves of future copper prices, which are used to assess the subscribed derivative instruments by the Corporation; estimations would vary with respect to the exposure related these instruments if there is an increase of U.S. $0.01 decrease in the price per pound of copper.
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations in prices of production inputs.
Cc. Liquidity risk
The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, Codelco Chile maintains resources at its disposal sufficient to meet its obligations, whether in cash, liquid financial instruments or credit facilities.
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short and long term projections and available financing alternatives. In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
Less than Between one More than Maturity of financial liabilities as of 12312019 one year and five years five years ThUus$ ThUS$ ThUSs$
Loans from financial institutions 666,144 1,195,172 1,213,095 Bonds 572,587 1,635,870 11,981,488 Finance leases 127,761 243,711 61,399 Derivatives 11,496 – 148,987 Other financial liabilities 363 58,501 – Total 1,378,351 3,133,254 13,404,969
d. Credit risk
This risk comprises the possibility that a third party does not fulfill ts contractual obligations, thereby causing a loss for the Corporation.
F-333
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectability of client debt balances is minimal. This is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant.
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Vice Presidency of Marketing.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
The maximum exposure to credit risk as of December 31, 2019 ¡is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable do not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco.
This exposure is distributed among a large number of clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencies.
In explanatory note 2, trade and other receivables presents past due balances that have not been impaired.
The Corporation estimates that unimpaired amounts overdue over 30 days are recoverable based on clients’ historical payment behavior and their existing credit ratings.
As of December 31, 2019 and 2018, there are no receivable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of its business.
During the year ended December 31, 2019 and 2018, no guarantees have been executed to ensure the collection of third party debt.
Personnel loans mainly related to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts.
F-334
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
28.
a. Hedges
Derivatives contracts
The Corporation has entered into transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
The Corporation has taken measures to protect itself from exchange rate and interest rate variations, whose positive fair value, net of taxes, amounts to TRUS$19,792.
The following table summarizes the detail of the financial hedges contracted by the Corporation:
December 31, 2019
Type of Financial Fair value of Hedged item Bank derivative| Maturity |Currency| Amount obligation: hedging Asset Liability contract . hedging instruments instrument ThUS$ ThUs$ ThUuS$ ThUS$ ThUus$ Bond UF Mat. 2025 [Credit Suisse (EE.UU) Swap 412025 US$ 260,890 208,519 75,608 329,480 (253,872) Bond EUR Mat 2024 | Santander (Chile) Swap 792024 US$ 336,399 409,650 (73,114)| 380,570 (453,684) Bond EUR Mat. 2024 |Deustche Bank (Inglaterra] Swap 792024 US$ 336,399 409,680 (72,756)| 380,583 (453,339) Bond UF Mat. 2026 [Santander (Chile) Swap | 8242026 US$ 378,101 406,212 6,976 461,581 (454,605) Bond AUD Mat. 2039 |Santander (Chile) Swap | 8222039 US$ 49,013 49,266 (1,558) 54,509 (56,067) Bond HKD Mat. 2034 [HSBC Bank USA N.A. (EH Swap | 1172034 US$ 64,220 63,792 (703) 64,220 (64,923) Total 1,425,022 | 1,547,119 (65,547) | 1,670,943 | (1,736,490) December 31, 2018 Type of Financial Fair value of Hedged item Bank derivative | Maturity |Currency| Amount Ne hedging Asset Liability contract . instruments instrument Thus$ Thus$ Thus$ ThUS$ ThUS$ Bond UF Mat. 2025 [Credit Suisse (USA) Swap 412025 US$ 273,765 208,519 84,365 334,180 | (249,815) Bond EUR Mat. 2024 |Santander (Chile) Swap 792024 US$ 343,170 409,650 (53,592) 388,339 | (441,931) Bond EUR Mat. 2024 |Deustche Bank (England) | Swap 792024 US$ 343,170 409,680 (53,170) 388,339 | (441,509) Bond UF Mat. 2026 [Santander (Chile) Swap 8242026 | US$ 396,761 406,212 23,335 458,627 | (435,292) Total 1,356,866 | 1,434,061 938 1,569,485 | (1,568,547)
As of December 31, 2019, the Corporation does not maintains cash deposit guarantee balances.
The current methodology for valuing currency swaps is to use the bootstrapping technique from the mid – swap rate to construct the curves (zero) in UF and USD respectively, from market information.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The notional amounts are detailed below:
Notional amount of contracts with final maturity Less than 90 | More than 90 More than 5 | Non-current December 31, 2019 Currency Current Total | 1to3years | 3to5 years days days years Total ThUs$ Thus$ Thuss$ ThUs$ Thus$ Thuss$ ThUs$ Currency derivatives ThUus$ 13,156 48,151 61,307 122,611 122,611 1,629,037 1,874,259
b. Cash flows hedging contracts and commercial policy adjustment
The Corporation enters into metals hedging activities. Such results increase or decrease the total sales revenue based on the market prices of the metals. As of December 31, 2019, these operations generated a gain of ThUS$10,935.
b.1.
b.2.
Commercial flexibility operations of copper contracts
The purpose of these contracts is to adjust the price of shipments to the price defined in the Corporation’s related policy, defined in accordance with the London Metal Exchange (LME). As of December 31, 2019, the Corporation performed derivative market transactions of copper that represent 432,800 metric tons of fine copper. These hedging operations are performed as part of the Corporation’s commercial policy.
The current contracts as of December 31, 2019, present a negative fair value of ThUS$815 and their final result will only be known at their maturity, offsetting the hedging transactions with revenue from the sale of the hedged products.
The transactions settled as of year ended December 31, 2019 resulted in a net positive effect on net income of ThUS$11,960, which is comprised of the amounts received for sales contracts for ThUS$10,464 and the amounts net off against purchases contracts for ThUS$1,496.
Commercial Transactions of Current Gold and Silver Contracts
As of December 31, 2019, the Corporation maintains derivative contracts for the sale of gold and silver of TROZT 2,720.
The contracts outstanding as of December 31, 2019 show a negative fair value of TRUS$1. The final result will only be known at the expiration of such operations, after offsetting between hedging and income from the sale of the goods. These hedging operations expire up until April
2020.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b.3.
The operations completed between January 1 and December 31, 2019, generated a negative effect on results of ThUS$1,025, corresponding to values per physical sales contracts for a negative amount of ThUS$1,025.
Cash flow hedging operations backed by future production
The Corporation does not possess cash flow hedges backed by future production as of December
31, 2019.
The following tables set forth the maturities of metal hedging activities, as referred to in point b above:
December 31, 2019
Maturity date
Thuss
2020
2021 2022
2023 2024 Upcoming
Total
Flex Com Cobre (Asseí) Flex Com Cobre (Liability) Flex Com GoldSilver Price setting
Metal options
1,315
(1,799) 0
525 –
(844) (2
1,840
(2,655)
0)
Total
(819) (12)
(616)
December 31, 2018
Maturity date
Thus$
2019
2019 2020
2021 2022 Upcoming
Total
Flex Com Cobre (Asset) Flex Com Cobre (Liability) Flex Com GoldSilver Price setting
Metal options
43,539
(56)
(671)
13,969 993
(62)
58,501
(118)
(671)
Total
42,812
13,907 993
57,712
December 31, 2019
Maturity date
AII figures in thousands of metric tons ounces
2020
2021 2022
2023 2024 Upcoming
Total
Copper Futures [MT] GoldSilver Futures [ThOZ] Copper price seting [MT] Copper Options [MT]
335.65
2.72
96.65 0.50
432.80
2.72
December 31, 2018
Maturity date
AII figures in thousands of metric tons ounces
2019
2020 2021
2022 2023 Upcoming
Total
Copper Futures [MT] GoldSilver Futures [ThOZ] Copper price seting [MT]
Copper Options [MT]
300.10
349.57
110.45 10.30
420.85
349.57
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
29. Contingencies and restrictions
a) Litigations and contingencies
There are various lawsuits and legal actions initiated by or against the Corporation, which derive from its operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsuits where the Corporation is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends its rights and employs all corresponding relevant legal instances, resources and procedures.
The most significant lawsuits that involve Codelco are related to the following matters:
– Tax proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (SII), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SI!.
– Labor proceedings: Labor proceedings brought by the workers of the Andina Division against the Corporation with regard to occupational diseases (silicosis).
– Mining proceedings and others arising from the Operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving its mining operation and activities, through which it seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelco’s development.
– – Atthe date of issuance of these financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately US$306 million corresponding to 372 cases. According to the estimate made by the legal advisors of the Corporation, 298 cases, which represent 80.11% of the universe, have associated probable loss results amounting to ThUS$49,684. There are also 61 cases, representing 16.4% for an amount of ThUS$34,981, for which it is more likely than not, that the ruling will not be against the Corporation.
– – Lawsuit under administrative law: On August 2, 2017, a Nullity in Public Law claim was filed in the 25th Civil Court of Santiago against Audit Report No. 900 of 2016, issued by the General Comptrollership of the Republic on May 10, 2017. At this date, the discussion stage has been completed and the evidence submitting stage should start soon.
For litigation with a probable unfavorable outcome for the Corporation, the necessary provisions has been recognized as provisions for legal proceedings.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Other Commitments
i. On May 31, 2005, Codelco, through its subsidiary Codelco International Ltd. signed an agreement with Minmetals to form a company, CuPIC, in which both companies have an equal equity interest. A 15-year copper cathode sales contract to that associated company was agreed upon, as well as a purchase contract from Minmetals to CupiC for the same period and for equal monthly shipments to complete a total of 836,250 metric tons. Each shipment shall be paid for by the buyer at a price formed by a fixed re-adjustable component plus a variable component, which depends on current copper prices at the time of shipment.
During the first quarter of 2006 and on the basis of the negotiated financial terms, financing contracts were formalized with the China Development Bank allowing CuPIC to make the US$550 million advance payment to Codelco in March 2006.
With regard to financial obligations incurred by the associate CuPIC with the China Development Bank, Codelco Chile and Codelco International Ltd, must meet certain commitments, mainly relating to the delivery of financial information. In addition, Codelco Chile must maintain 51% ownership of Codelco International Limited.
According to the Sponsor Agreement, dated March 8, 2006, the Codelco International Ltd.
subsidiary gave its participation in CuPIC as a guarantee to the China Development Bank.
Subsequently, on March 14, 2012, CuPIC paid off its debt to the abovementioned bank. As of December 31, 2017. Codelco does not hold any indirect guarantee regarding its participation in this associated company.
On December 17, 2015, the Codelco administration presented a restructuring for the Supply
Contract, which implies the removal of its share in CUPIC.
On April 7, 2016, the Corporation formalized the removal of its share in CUPIC, of which Codelco retained 50% ownership through the subsidiary Codelco International. Until that date, Codelco shared the ownership of the Company in the same proportion with the company Album
Enterprises Limited (a subsidiary of Minmetals).
In order to realize the above mentioned term of the shareholding, Codelco signed a set of agreements which formalized primarily the following issues: ” Copper sales contract modifications from Codelco to CUPIC signed in 2006, which establishes the reduction of half of the outstanding tonnage to deliver to this company and in which
Codelco pays to CUPIC the amount of ThUS$99,330.
” Reduction of share capital in CUPIC, equivalent to the 50% of the Codelco International shares in said company and by which CUPIC repays to Codelco the amount of ThUS$99,330.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2) ” Waiver of Codelco to any dividends associated with the profits generated by CuPIC from
January 1, 2016 and the date of signing the agreement.
” Additionally, the cessation of dividends reception as a consequence of the removal of the Codelco share in the ownership of CuPIC since 2016, led to a reduction of the net profit estimated to Codelco until the end of the contract signed with that company (year 2021). This implied that such contract qualifies as an onerous contract, according to lAS 37, which negatively impacts on earnings before tax of Codelco in ThUS$22,184 (negative net tax effect of ThUS$6,599 as of April 7, 2016).
li. Regarding the financing agreement signed on August 23, 2012, between the subsidiary, Gacrux Inversiones SpA and Mitsui €. Co. Ltd. for the acquisition of the 24.5% stake in Anglo American Sur S.A. which was subsequently amended on October 31, 2012, a pledge is included over the shares that the subsidiary has on Acrux Inversiones SpA (shared participation with Mitsui and minority shareholder in Anglo American Sur S.A.), in order to ensure compliance with the obligations that the financial agreement contemplates.
This pledge extends to the right to collect and receive from Acrux dividends which have been agreed in the corresponding meetings of shareholders of the company and any other distributions paid or payable to Gacrux respect of the pledged shares.
On December 22, 2017 according to archive No. 12326 2017, itwas established that, Gacrux, the Creditor and the Guarantee Agent, the latter representing the Guaranteed Parties, modified , by virtue of the Merger (see Note 2d), the Contract of Pledge and the Modified Pledge Agreement as to the pledge on transferable securities and the commercial pledge, as well as the restrictions and prohibitions established in the Pledge Contract and in the Modified Pledge Contract, making it subject to , by virtue of the Merger, to two thousand thirteen million two hundred and forty-five thousand four hundred and seventy-three shares pledge issued by Becrux, owned by Gacrux, hereinafter the “Pledged Becrux Shares.
lil. Law 19.993 dated December 17, 2004, authorized the purchase of the Refinery and Smelter Las Ventanas assets from ENAMI, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties.
iv. Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on its ownership interest in subsidiaries.
The Corporation has complied with these conditions as of December 31, 2019 and 2018.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
v. On January 20, 2010, the Corporation signed two energy supply contracts with Colbún S.A., which includes energy and power sales and purchases for a total of 510 MW of power. The contract provides a discount for that unconsumed energy from Codelco’s SIC divisions with respect to the amount of contracted power. The discount is equivalent to the value of the sale of that energy on the spot market.
The contracted power for supplying these Divisions is comprised by two contracts:
– Contract No.1 for 176 MW, current until December 2029
– Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station, which is currently in operation.
This plant is coal-fired, and therefore the electric energy tariff rate applied for the energy supplied to Codelco is linked to the price of coal.
Both of these contracts comply with Codelco’s long-term energy and power requirements from the
SIC of approximately 510 MW.
Through these contracts, which operate through take or pay, the Corporation agrees to pay for the contracted energy and Colbún undertakes to reimburse at market price the energy not consumed by Codelco.
These contracts have maturity dates in 2029 and 2044.
vi. On November 6, 2009, Codelco signed the following long-term electric energy supply contracts with ELECTROANDINA S.A. (associate until January 2011), which matured in August 2017.
For the electric power supply of the Chuquicamata’s work center, there are three contracts:
– – Engie for a 15-year term from January 2010, that is maturing in December 2024, for 200 MW capacity, and another contract for a 200 MW capacity which was signed in January
2018 and will be effective as of January 2025 with maturity in December 2035.
– CTA effective from 2012 for 80 MW capacity, maturity in 2032.
vii. On August 26, 2011, Codelco signed two energy supply contracts with AESGener. The first one for the Minister Hales division for a 99 MW capacity and the second contract for the Radomiro
Tomic work center, for a maximum capacity of 145 MW. Both contracts will mature in 2028.
viii. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No. 41 of the Minister of Mining, which approves the Regulations of this Law, was published in the
Diario Oficial.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. lt also establishes the obligation to make contributions to a fund which aims to cover the costs of post-closure activities.
F-341
CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
The Corporation, in accordance with the mentioned regulation, provided to SERNAGEOMIN the Mine Closure Plan (ARO) for all of the Codelco operating divisions in 2014, which were approved in 2015 in accordance with the provisions of the Act,
The mine closure plans delivered to SERNAGEOMIN were developed by invoking the transitional regime of the Act, which was specified for the affected mining companies under the general application procedure (extraction capacity > 10,000 tons per month), and which, at the date of enactment of the Law, will abide in operation and move forward with a mine closure plan previously approved under Mine Safety Regulations Supreme Decree No. 132.
The Corporation considers that the accounting liability recorded caused by this obligation differs from the law’s requirement, mainly by differences concerning the horizon that is considered for the projection of flows, in which the law requires the determination of the obligations in terms of mineral reserves, while the financial-accounting approach incorporates some of its mineral resources. Therefore, the discount rate established by law, may differ from that used by the Corporation under the criteria set out in lAS 37 Provisions, Contingent Liabilities and Contingent
Assets and described in Note 2, letter p) of Main Accounting Policies.
As of December 31, 2019, the Corporation has agreed guarantees for an annual amount of U.F.
27,892,917 to comply with the aforementioned Law No. 20.551. The following table details the main given guarantees:
Transmitter Mine site Amount | Currency Date Maturity date o Thuss Banco Estado Radomiro Tomic | 3,232,980 UF 1182019 | 11102020 0.09 122,239 Banco ltau Ministro Hales 1,845,954 UF 1162019 | 11132020 0.09 69,796 Banco de Chile Chuquicamata 4,191,593 UF 11262019 | 11262020 0.10 158,485 Banco Santander El Teniente 5,000,000 UF 11292019 | 1222020 0.15 189,051 Banco ltau El Teniente 2,367,016 UF 11282019 | 1222020 0.15 89,497 Banco Bci El Teniente 1,800,000 UF 11292019 | 1222020 0.18 68,058 Banco Estado Gabriela Mistral 1,978,180 UF 12112019 | 12152020 0.11 74,795 Banco ltau Salvador 2,700,000 UF 882018 2182020 0.10 102,087 Banco Santander Salvador 611,647 UF 2162019 2182020 0.15 23,126 Banco Estado Andina 3,310,724 UF 4222019 532020 0.07 125,179 Banco Estado Ventana 400,043 UF 12192019 | 1072020 0.10 15,126 Banco Bci Ventana 454,782 UF 12182019 | 1072020 0.18 17,195 Total 27,892,919 1,054,634 ix. On August 24, 2012, Codelco through its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (which minority shareholder is Mitsui), signed a contract with Anglo American Sur
S.A. Under this contract, Codelco agreed to sell a portion of its annual copper production to the mentioned subsidiary, who in turn agrees to purchase such production.
Such annual portion is determined by the share of Codelco’s indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsui), maintained for the shares of Anglo
American Sur S.A.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
The contract expiration will occur when the shareholders agreement of Anglo American Sur S.A ends or other events related to the completion of mining activities of the company take place.
On June 11, 2019, Codelco and Anglo American Sur S.A. signed an agreement that ensures and optimizes the operation of their respective copper mines, Andina and Los Bronces, respectively.
This agreement is similar to others that the same parties have signed during the last 40 years and that favor the independent, safe and sustainable operation of these neighboring mines.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
30. Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institution
Direct Guarantees provided to Financial Institutions
Creditor of the Guarantee Type of Guarantee 12312019 12312018 Currency | Maturity TES Thus$
Ministy ofnational goods Project of exploitaion CLP 2282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – Ministry of national goods Project of exploitaion CLP 21282020 7 – [General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 312020 1,409 – [General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 6302020 2 – [General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 7152020 230 – Minestry of Public Works Building project UF 12312019 22,364 – [General Directorate of Maritime Territory and Merchant Marine Building project CLP 312019 – 1,783 Minestry of Public Works Building project UF 1012019 – 566 Minestry of Public Works Building project UF 1022021 516 – Viability management Building project UF 312020 1 – management Building project UF 312020 1 – management Building project UF 312020 1 – management Building project UF 312020 1 – management Building project UF 42212020 4 – management Building project UF 2182020 1 – management Building project UF 482024 4 – management Building project UF 3102020 2 – management Building project UF 3102020 2 – management Building project UF 3102020 4 – Ministry of national goods Project of exploitaion UF 6192020 8 – Ministry of national goods Project of exploitaion UF 6192020 8 – Ministry of national goods Project of exploitaion UF 6192020 8 – Oriente Copper Netherlands B.V. Pledge on shares US$ 1112032 877,813 877,813 Sernageomin Environmental UF 3182019 – 17,920 Sernageomin Environmental UF 592019 – 137,355 Sernageomin Environmental UF 6132019 – 73,210 Sernageomin Environmental UF 6132019 – 11,980 Sernageomin Environmental UF 612019 – 110,322 Sernageomin Environmental UF 612019 – 273,875 Sernageomin Environmental UF 5252019 – 192,789 Sernageomin Environmental UF 5252019 – 103,290 Sernageomin Environmental UF 5122019 – 39,150 Sernageomin Environmental UF 5122019 – 38,215 Sernageomin Environmental UF 5252019 – 96,395 Sernageomin Environmental UF 11112019 122,239 – Sernageomin Environmental UF 11142019 69,796 – Sernageomin Environmental UF 11142019 158,485 – Sernageomin Environmental UF 11272019 189,051 – Sernageomin Environmental UF 11272019 89,497 – Sernageomin Environmental UF 11272019 68,058 – Sernageomin Environmental UF 1222019 74,795 – Sernageomin Environmental UF 1222019 102,087 – Sernageomin Environmental UF 12152019 23,126 – Sernageomin Environmental UF 2182020 125,179 – Sernageomin Environmental UF 532020 15,126 – Sernageomin. Environmental UE 9182020 17,195 – Total 1,957,167 | 1,974,663
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. Below are given the amounts received as collateral, grouped according to the Operating Divisions that have received these amounts:
Guarantees received from third parties Division 12312019 12312018 ThUS$ ThUSs$ Andina 418 3,891 Chuquicamata 375 2,445 Casa Matriz 887,051 803,719 Salvador 387 1,311 El Teniente 447 4,137 Ventanas 52 105 Total 888,730 815,608
31. Balances in foreign currency
a) Assets by Type of Currency
12312019 12312018 Category ThUs$ ThUs$ Liquid assets 1,476,056 1,460,534 US Dollars 1,385,451 1,383,897 Euros 49,773 25,482 Other currencies 4,674 4,547 Non-index ed Ch$ 34,367 46,129 UF. 1,791 479 Cash and cash equiv alents 1,303,105 1,229,125 US Dollars 1,212,657 1,152,715 Euros 49,773 25,482 Other currencies 4,674 4,547 Non-index ed Ch$ 34,348 46,109 UF. 1,653 272 Other current financial assets 172,951 231,409 US Dollars 172,794 231,182 Euros – – Other currencies – – Non-indexed Ch$ 19 20 UF. 138 207 Short and long term receivables 2,723,280 2,409,835 US Dollars 2,042,514 1,789,757 Euros 112,649 62,857 Other currencies 384 320 Non-indexed Ch$ 547,809 482,180 UF. 19,924 74,721 Trade and other receivables 2,588,268 2,212,209 US Dollars 2,006,046 1,676,862 Euros 112,649 62,580 Other currencies 384 320 Non-index ed Ch$ 450,304 398,966 UE. 18,885 73,481
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
12312019 12312018 Category ThUs$ ThUS$ Rights receivables, non-current 98,544 84,731 US Dollars – Euros – 277 Other currencies – – Non-indexed Ch$ 97,505 83,214 UF. 1,039 1,240 Due from related companies, current 20,874 92,365 US Dollars 20,874 92,365 Euros Other currencies Non-index ed Ch$ – UF. – Due from related companies, non-current 15,594 20,530 US Dollars 15,594 20,530 Euros – Other currencies – Non-index ed Ch$ – UF. – – Rest of assets 36,145,275 33,220,436 US Dollars 35,353,960 32,171,442 Euros 191 705 Other currencies 65,714 279 Non-index ed Ch$ 86,056 377,119 UF. 639,354 670,891 Total assets 40,344,611 37,090,805 US Dollars 38,781,925 35,345,096 Euros 162,613 89,044 Other currencies 70,772 5,146 Non-indexed Ch$ 668,232 905,428 UF. 661,069 746,091
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
b) Liability by type of currency:
12312019 12312018 Current liability by currency Up to 90 days | 90 days to 1 year | Upto 90 days | 90 days to 1 year ThUs$ ThUss$ Thuss ThUs$
Current liabilities 3,031,838 891,119 3,049,854 489,558 US Dollars 1,874,286 812,946 1,824,181 452,648 Euros 84,339 (7,238) 107,341 408 Other currencies 10,280 5,180 9,826 – Non-indexed Ch$ 1,041,933 73,518 1,088,536 31,419 UF. 21,000 6,713 19,970 5,083 Other current financial liabilities 508,466 869,885 412,451 459,826 US Dollars 468,557 812,910 396,148 452,635 Euros 7,236 (7,238) 7,404 408 Other currencies 813 5,180 34 – Non-indexed Ch$ 21,818 52,661 879 1,700 UF. 10,042 6,372 7,986 5,083 Bank loans 326,228 339,916 5,739 399,132 US Dollars 326,228 339,916 5,683 398,724 Euros – – – 408 Other currencies – – – – Non-indexed Ch$ – – – – UF. – – 56 – Obligations 146,757 425,830 401,174 34,255 US Dollars 132,851 419,842 387,578 34,255 Euros 7,236 – 7,404 – Other currencies 783 5,988 – – Non-indexed Ch$ – – – UF. 5,887 – 6,192 – Finance lease 35,111 92,650 5,167 16,343 US Dollars 9,478 27,224 2,887 9,560 Euros – – – – Other currencies 30 242 – – Non-indexed Ch$ 21,448 52,661 542 1,700
U.F. 4,155 12,523 1,738 5,083 Others 370 11,489 371 10,096 US Dollars – 25,928 – 10,096 Euros – (7,238) – – Other currencies – (1,050) 34 – Non-indexed Ch$ 370 – 337 – UF. – (6,151) Other current liabilities 2,523,372 21,234 2,637,403 29,732 US Dollars 1,405,729 36 1,428,033 13 Euros 77,103 – 99,937 Other currencies 9,467 – 9,792 – Non-indexed Ch$ 1,020,115 20,857 1,087,657 29,719 UF. 10,958 341 11,984 –
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CORPORACION NACIONAL DEL COBRE DE CHILE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
12312019 12312018 Non-current liability by currency 1to 3 3to5 5 to 10 More than 1to3 3to5 5 to 10 More than years years years 10 years years years years 10 years ThUS$ ThUS$ ThUS$ ThUus$ ThUuss$ Thuss ThUS$ ThUS$ Non-Current liabilities 7,366,038 1,204,628 5,517,333 10,698,988 6,804,312 2,260,258 5,142,419 8,000,535 US Dollars 6,868,702 366,261 5,249,173 8,965,313 6,396,888 2,114,245 4,160,204 6,918,087 Euros 666,384 (672,798) 14 (7,832) Other currencies 788 608,656 1 Non-indexed Ch$ 456,079 154,879 247,001 548,174 390,088 141,392 277,356 505,603
U.F 40,469 17,104 693,957 576,845 17,321 4,621 712,691 576,845 Other non-current financial liabilities 2,053,813 1,079,441 5,259,536 8,145,433 1,710,559 2,118,866 4,847,087 5,997,998 US Dollars 1,950,557 366,261 5,224,934 7,536,777 1,702,164 2,114,245 4,142,228 5,997,998 Euros 666,384 (672,798) – (7,832) Other currencies 378 608,656 – Non-indexed Ch$ 75,474 29,692 13,538 219 UF 27,404 17,104 693,862 8,176 4,621 712,691 Bank loans 1,195,172 668,991 544,104 548,454 677,507 298,250 582,867 US Dollars 1,195,172 668,991 544,104 548,454 677,507 298,250 582,867 Euros – Other currencies – – Non-indexed Ch$ – UF Obligations 637,298 998,572 4,380,159 7,601,329 1,065,419 1,414,296 4,415,461 5,415,131 US Dollars 637,298 332,188 3,715,011 6,992,673 1,065,419 1,414,296 3,034,864 5,415,131 Euros 666,384 . 678,446 Other currencies 608,656 – Non-indexed Ch$ – UF 665,148 . . 702,151 Finance Lease 162,842 80,869 61,399 32,714 27,063 26,552 US Dollars 59,589 34,073 19,400 24,322 22,442 16,012 Euros – Other currencies 378 – Non-indexed Ch$ 75,471 29,692 13,538 216 . .
U.F 27,404 17,104 28,461 8,176 4,621 10,540 Others 58,501 148,987 63,972 106,824 US Dollars 58,498 821,532 63,969 793,102 Euros (672,798) – – (686,278) Other currencies – – Non-indexed Ch$ 3 3 – UF 253 .
Other liabilities non-current 5,312,225 125,187 257,797 2,553,555 5,093,753 141,392 295,332 2,002,537 US Dollars 4,918,145 24,239 1,428,536 4,694,724 . 17,976 920,089 Euros 14 – Other currencies 410 1 – – Non-indexed Ch$ 380,605 125,187 233,463 548,174 389,869 141,392 277,356 505,603
U.F 13,065 95 576,845 9,145 576,845
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
32. Sanctions
33.
As of December 31, 2019 and 2018, neither Codelco Chile nor its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
Environmental Expenditures
Each of Codelco’s operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry out programs to reduce, control or eliminate relevant environmental impacts. Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2010, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which is the Corporate Sustainable Development Policy (2016).
The environmental management systems of the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of December 31, 2019, Codelco is implementing a strategic change process in all divisions to manage the aspects and risks associated with environmental matters, under a corporate management system issued by Head Office, seeking to obtain the ISO 14001: 2015 certification.
In accordance with Supreme Decree D.S. No. 28, the Corporation is carrying out is environmental, maintenance and operating plans for its smelting plants.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the years ended December 31, 2019 and 2018, respectively, and the projected future expenses are stated below.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Disbursements 12312019 12312018 Future committed Entity Proyect name proyect Status | Amount Asset Asset] Amount | Amount | Estimated Thuss | Expense | Expenditure Item | ThUSS ThUS$ date
Chuquicamata Codelco Chile [Talambre dam capaciy extension, 8h stage In Progress 76.611 | Asset P.PRE 148,715 65.157 | – 2020 Codelco Chile [Emergency restorañon system dust control crushing plant 23 Finished | Asset P.PRE 345 – – Codelco Chile [Replacementof circulation pot 1A and 2A In Progress 14,033 | – Asset P.PRE 1,370 6.690 | 2020 Codelco Chile [Construction insialaaíon surplus management In Progress 761 | Asset P.PRE – 65| 2019 Codelco Chile [Replacementof water treatment plant In Progress 8,944 | – Asset P.PRE – 4822| 2019 Codelco Chile [Replacement gas management system In Progress 9.671| – Asset P.PRE 745 1,724 | – 2020 Codelco Chile [Acid planttranformañon 3-4 DCIDA In Progress 160,546 | Asset P.PRE 200,844 7291 | 2020 Codelco Chile |Enablementreíning gas reamentsystem In Progress 50,009 | – Asset P.PRE 26.973 28,504 | 2020 Codelco Chile [Dryer replacementn * 5 fuco In Progress 39,136 | – Asset P.PRE 23.204 16.603 | 2020 Codelco Chile |Managementfeeding and tansportpowders Finished | Asset P.PRE 1,363 – – Codelco Chile [Consrucion Relle Res DonrAsim Montec In Progress 2,181 | – Asset P.PRE 599 8.408 | 2020 Codelco Chile [Consructon IX stage Talambre tanque In Progress 9542 | – Asset P.PRE 6,063 1601| 2019 Codelco Chile [Consruction 8 Seg Montecristo In Progress 11,393 | Asset P.PRE 799 7875| 2020 Codelco Chile [Acid plants In Progress 35.823 | Expendiure | – Adm. Expense 30.989 -| 2019 Codelco Chile [Solid waste In Progress 2,388 | Expendíure | – Adm. Expense 6.595 2019 Codelco Chile [Tailngs In Progress 23,153 | Expendíure | – Adm. Expense 23,047 2019 Codelco Chile [Water treament plant In Progress 25,143 | Expendíure | – Adm. Expense 17,501 2019 Codelco Chile [Environmental monitoring In Progress 2,152 | Expendíure | – Adm. Expense 3,811 -| 2019 Codelco Chile [Normalizaion drainage system dril hole In Progress 4,551| Asset P.PRE – 6,747 | – 2020 Codelco Chile [Standard handing feeding tansportpowder In Progress 6L| Asset P.PRE – 21595 | – 2021
Total Chuquicamata 476,098 492,963 177,082
Salvador Codelco Chile [Improved integration ofthe gas process In Progress 87,710 | – Asset P.PRE 91,755 45,224 | 2020 Codelco Chile [Concentator fer plant construcion Finished | Asset P.PRE 28 – – Codelco Chile [Water capture improvement Finished | Asset P.PRE 147 – Codelco Chile [Tailngs In Progress 3,141 | Expendíure | – Adm. Expense 2,008 2019 Codelco Chile [Acid plants In Progress 51,131 | Expendíure | – Adm. Expense 29,677 2019 Codelco Chile [Solid waste In Progress 1,472 | Expendíure | Adm. Expense 902 2019 Codelco Chile [Water treament plant In Progress 855 | Expenditure | – Adm. Expense 687 -| 2019 Codelco Chile [Overhaul hickeners talings sal-proy In Progress 3.413 | Asset P.PRE 1,443 510| 2019 Codelco Chile [Dangerous subsiances warehouse In Progress 301| Asset P.PRE 82 -| 2019 Codelco Chile [Bell replacement In Progress 23,639 | Asset P.PRE 11,185 5664 | 2020 Codelco Chile |Diteh hazardous waste In Progress 785 | Asset P.PRE 62 -| 2019 Codelco Chile [DRPA Emergency In Progress 4,564 | – Asset P.PRE 177 22,295 | 2020 Codelco Chile [Compliance DS 43 storage dangerous substances In Progress 68| Asset P.PRE – 2213| 2020
Total Salvador 177,079 138,153 75,906
Andina Codelco Chile [Drain water teament Finished Asset P.PRE 171 Codelco Chile [Water Normaive Phase 2 Finished | Asset P.PRE 1,274 – – Codelco Chile [Consructon ste emergency plan In Progress 3.886 | – Asset P.PRE 11,176 541| 2019 Codelco Chile [Consructon site emergency plan Finished | Asset P.PRE 5.975 – Codelco Chile [Improved water internal ip E2 In Progress 256 | Asset P.PRE 2.620 2019 Codelco Chile [Construction early alert plan Finished Asset P.PRE – – Codelco Chile |Implementañon in RCA compliance wells (Hydraulic Barrier) Finished | Asset P.PRE 3,010 – Codelco Chile [Catchmentwater drainage hil black In Progress 306 | Asset P.PRE 2,301 -| 2019 Codelco Chile [Construction canal outine DL east In Progress 5,133| – Asset P.PRE 6.136 9,725| 2021 Codelco Chile [Standard fuel supply system Finished | Asset P.PRE 258 – – Codelco Chile [Consructon ste emergency plan In Progress 4,436 | Asset P.PRE 7,942 3,675| 2020 Codelco Chile [Oo Sbr Level 640 Msnm Trang Finished | Asset P.PRE 16.720 – – Codelco Chile [Expansion dam In Progress 49,430 | – Asset P.PRE – 63,343 | 2020 Codelco Chile [Construction Structure and instruments In Progress 378 | Asset P.PRE – 2972 | 2020 Codelco Chile [Water injecion system In Progress 761 | Asset P.PRE – 89| 2019 Codelco Chile [construcion of pits containmentof spils In Progress 441 | Asset P.PRE – 804| 2020 Codelco Chile [Valve and works rating In Progress 1,097 | – Asset P.PRE – 4,037 | 2020 Codelco Chile [Collection tower construcion No. 5 In Progress 336 | Asset P.PRE 173 2019 Codelco Chile [Solid waste In Progress 2.833 | Expendiure | – Adm. Expense 2,735 2019 Codelco Chile: [Water treament plant In Progress 4,063 | Expendiure | – Adm. Expense 3,927 2019 Codelco Chile [Trailng In Progress 65.557 | Expendiure | – Adm. Expense 68,220 2019 Codelco Chile [Acid drainage In Progress 27.615 | Expendiure | – Adm. Expense 30.894 2019 Codelco Chile [Environmental monitoring In Progress 882 | Expendiure | – Adm. Expense 554 2019 Codelco Chile |Sustainabiliy and external maters management In Progress 2.410 | Expendiure | – Adm. Expense 2.880 -| 2019 Codelco Chile [DLN conditioning works In Progress 8| Asset P.PRE – 18,667 | – 2021 Codelco Chile [Construction works miígaion water shorage In Progress 7,605 | – Asset P.PRE – 20,688 | – 2021 Codelco Chile [Excavaton operation improvement In Progress 34| Asset P.PRE – 3,645| – 2021 Codelco Chile [Water dispatch tunnel modifcaion In Progress 34| Asset P.PRE – 6969| – 2021
Total Andina 177,501 166,793 135,278 [Subtotal 830,678 797,909 388,266
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Disbursements 12312019 12312018 Future committed Entity Proyect name Amount Asset Asset] Amount Amount | Estimated Thus$ | Expense | Expenditure Item | ThUSS ThUSS date El Teniente Codelco Chile [Construction of 7th phase of Carén In Progress 58,357 | – Asset P.PRE 27.866 234,149 | – 2022 Codelco Chile [Construction of 6th phase of Carén Finished | Asset P.PRE – – – Codelco Chile [Construction ofslag reament plant In Progress 122,158 | – Asset P.PRE 108,854 98,653 | 2020 Codelco Chile [Construction ofslag reamentplant Finished | Asset P.PRE 19,749 – – Codelco Chile [Smeing emissions nework In Progress 26.398 | – Asset P.PRE 51,273 2236| 2020 Codelco Chile [Smoke capaciy reduction Finished | Asset P.PRE 5.579 – – Codelco Chile [Smoke capaciy reduction In Progress 11.412 | – Asset P.PRE 38,749 1944 | – 2019 Codelco Chile [Construction ofslag reamentplant In Progress 843| Asset P.PRE 1,650 1611| 2020 Codelco Chile [Acid plants In Progress 66,348 | Expendiure | – Adm. Expense 66.294 -| 2019 Codelco Chile [Solid waste In Progress 2,929 | Expendiure | – Adm. Expense 4,460 2019 Codelco Chile [Water treament plant In Progress 13,786 | Expendiure | – Adm. Expense 16.688 2019 Codelco Chile [Tailings In Progress 65,003 | Expendiure | – Adm. Expense 66.632 -| 2019 Codelco Chile [Well construcion and hydrogeology modifcaton Colhue-Cauquenes In Progress 18| Asset P.PRE – 4868 | 2022 Codelco Chile [Improvement ofthe container washing system or fter plants In Progress 281 | Asset P.PRE – 451| 2020 Total El Teniente 367,478 407,794 343,912 Gabriela Mistral Codelco Chile [Environmental monitoring In Progress 54 | Expendiure | – Adm. Expense 6 2019 Codelco Chile [Solid waste In Progress 2,031 | Expendiure | – Adm. Expense 2,420 2019 Codelco Chile [Environmental consutancy In Progress 131 | Expendiure | – Adm. Expense 2,087 2019 Codelco Chile [Water treament plant In Progress 1| Expenditure | – Adm. Expense 106 -| 2019 Codelco Chile [Garbage dump extension In Progress 25,270| Asset P.PRE 7.446 9.187 | 2020 Codelco Chile [Improved dust collecion system In Progress 382| Asset P.PRE 61 -| 2019 Total Gabriela Mistral 27,869 12,126 9,137 Ventanas Codelco Chile [Construction new warehouse ofconcentate Finished | Asset P.PRE 2,072 – Codelco Chile [Acid plants In Progress 24,694 | Expendiure | – Adm. Expense 30.514 2019 Codelco Chile [Solid waste In Progress 1,689 | Expendiure | – Adm. Expense 1,908 2019 Codelco Chile [Environmental monitoring In Progress 1,362 | Expendiure | – Adm. Expense 1,586 2019 Codelco Chile [Water treament plant In Progress 5,573 | Expendiure | – Adm. Expense 5,340 -| 2019 Codelco Chile [Disribuion systemreplacement In Progress TIO | Asset P.PRE 2,072 569 2019 Codelco Chile [Main chimey implementation In Progress 474 | Asset P.PRE – 714 | 2020 Codelco Chile |Implementaion of abatement water system In Progress 289| Asset P.PRE – 725 2020 Codelco Chile [Stockpike improvement In Progress 525 | Asset P.PRE – 828| 2020 Codelco Chile [Improvement closure faciiies and crusher bel In Progress 2191 Asset P.PRE – 72 | 2020 Codelco Chile [Stabiized road operations In Progress 211 | Asset P.PRE – 447 | 2020 Total Ventanas 35,756 43,492 4,005 Radomiro Tomic Codelco Chile [Solid waste In Progress 2,031 | Expendiure | – Adm. Expense 1,132 – | 2019 Codelco Chile [Environmental monitoring In Progress 54 | Expendiure | – Adm. Expense 725 2019 Codelco Chile: [Water treament plant In Progress 1 | Expenditure | – Adm. Expense 949 2019 Total Radomiro Tomic 2,086 2,806 – Ministro Hales Codelco Chile [Solid waste In Progress 1,961 | Expendiure | – Adm. Expense 664 – | 2019 Codelco Chile [Environmental monitoring In Progress – | Expendiure | – Adm. Expense 664 2019 Codelco Chile: [Water treament plant In Progress 159 | Expendiure | – Adm. Expense 180 -| 2019 Codelco Chile |Pitdrainage wells mine In Progress 3,148 | – Asset P.PRE 10 3213| 2020 Codelco Chile [Implementation monitoring acuifero pit In Progress 173 | Asset P.PRE u 2866 | 2020 Codelco Chile [Silice barn extension and dome conto! room In Progress 45| Asset P.PRE – 4,130 | – 2021 Total Ministro Hale 5,486 1,529 10,209 Ecometales Limited Codelco Chile [Smeting powders leaching plant In Progress 730 | Expendiure | – Adm. Expense 613 548 2020 Codelco Chile [Smeting powders leaching plant In Progress 7 | Expenditure | – Adm. Expense 8 8| 2020 Total Ecometales Limited 737 621 556 [Subtotal 439,412 468,368 367,819 [Total [1,270,090 [ [1,266,277] 756,085 |
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
34. Subsequent events
– On January 7, 2020, the Corporation reported an essential fact that on such date Don Roberto Ecclefield Escobar, current Vice President of Marketing has submitted his resignation to the Corporation, which will become effective on February 1, 2020.
– On January 7, 2020, the Corporation reported as an essential fact that Codelco accessed the international financial markets, through the placement of bonds in New York for US$1 billion for 10 years and US$1 billion for 30 years, through a reopening of the 30-year bond issued in September 2019, with yields of 3.175% and 3.958%, respectively. The rates represent spreads of 135 and 165 basis points on the American Treasury bond in each term. With this operation, Codelco’s net debt is not increased and a new step is taken to a sustainable financing of the investment portfolio, in accordance with the guidelines given by the Board of Directors with respect to progress in the materialization of structural projects while maintaining a solid financial position.
The issuance was led by banks HSBC Securtires (USA) Inc., JP Morgan Securities LLC, BofA Securities, and Scotia Capital (USA) Inc.
– On January 9, 2020, the Corporation reported as an essential fact, in accordance with the provisions of Circular No. 1,072, detail of the financing operation carried out on January 7, 2020.
– On January 29, 2020, the Corporation reported as an essential fact that S.E. the President of the Republic has designated as Director of Codelco, Mr. Rodrigo Cerda Norambuena, replacing Mr.
Ignacio Briones Rojas.
– On January 31, 2020, the Corporation reported as an essential fact that Ms. Lorena Ferreiro Vidal has been appointed as Codelco’s Legal Counselor from March 1, 2020.
From such date, Ms. María Francisca Dominguez M. finishing practicing as Interim Legal Counselor.and will continue serving as Legal Director of the Corporation.
– On January 31, 2020, the Corporation reported as an essential fact, the creation of the Vice Presidency of Smelters and Refinery, reporting to the Executive President. From March 2020, Mr. José Sanhueza Reyes, who served up to such date, as General Manager of the Ventanas Division, was appointed Vice President in charge. Likewise, from such date, Mr. Gerardo Sanchez, is appointed as General Manager of the Ventanas Division.
– On February 28, 2020 and in relation to PE – 0152020 dated January 31, 2020, the Corporation reported as an essential fact, that Mr. Gerardo Sánchez Sepúlveda will continue to serve as Manager of the Caletones Foundry of the El Teniente Division, for such reason, as of March 1, 2020, Mr.
Cristián Cortés Egaña will assume in an interim capacity the position of General Manager of the Ventanas Division.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
– On March 2, 2020, the Corporation reported as an essential fact, the appointment of Don Patricio Vergara Lara, as Vice President of Mining Resources and Development Management, from April 20,
2020.
– On March 11, 2020, the World Health Organization characterized the outbreak of a strain of the new coronavirus (“COVID-19”) as a pandemic that has resulted in a series of public health and emergency measures that have been put in place and are underway to combat the spread of the virus. The duration and impact of COVID-19 are unknown at this time and it is not possible to reliably estimate the impact of the duration and severity of these developments in future periods.
For several weeks now, Codelco has been permanently monitoring the aforementioned outbreak, its constant evolution, eventual impact on the Corporation’s financial and operational indicators, possible effects on our workers, clients, suppliers, as well as collaborating with government actions that are being taken to reduce its spread, with no material impact observed to date on its ability to meet its financial, production or sale commitments. The foregoing is without prejudice to the impact on world demand for copper, which has meant a decrease in the price, which is public knowledge.
Particularly, in relation to the Corporation’s liquidity levels, and as a result of the last financing carried out in January this year, the Corporation finds itself in a solid cash position, which allows it to absorb the short-term negative impacts on the price of copper.
Thus, we cannot currently estimate the overall duration of any resulting adverse impact on our business, financial condition and or results of operations as well as its degree of materiality. However, given some scenarios that could materialize in the coming months, we cannot rule out that our financial results may be negatively affected by this contingency.
– On March 23, the Ministry of Finance issued Ordinary Letter No. 843, which modifies the payment method of the Law 13,196 funds to meet national needs generated by the COVID-19 crisis.
Said Official Letter establishes the full amount of funds owed to the Treasury for the application of Law No. 13,196, equivalent to ThUS$240,168 (contribution for December 2019, January and February
2020), before March 31 this year. Subsequently and from the month of April, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
Before the amendment established in this document, the payment method of the funds associated to Law 13,196, consisted in an annual payment no later than December 15 of each year.
– On March 25, the Corporation announced that it will temporarily suspend some of its projects, as part of the measures to prevent the spread of Coronavirus. The suspension will be carried out gradually starting from March 25 and will last for 15 days. Specifically, it deals with the construction of the remaining works of the Chuquicamata Underground Mine Project, the early works of Rajo Inca and the assembly works of Traspaso Andina. This measure has no impact on the production of the respective divisions that maintain operational continuity with the largest sanitary safeguards.
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CORPORACION NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US dollars of the United States of America, except as indicated in other currency or unit) (Translation to English of the Consolidated Financial Statements originally issued in Spanish – see Note 1.2)
Management of the Corporation is not aware of other significant events of a financial nature or of any other nature that could affect these financial statements, occurring between January 1, 2020 and the date of issue of these consolidated financial statements as of March 26, 2020.
Octavio Araneda Osés Alejandro Rivera Stambuk Chief Executive Officer Chief Financial Officer
Javier Tapia Avila Juan Ogas Cabrera
Accounting and Finance Control Manager Accounting Director
F-354
THE ISSUER
Corporación Nacional del Cobre de Chile Huérfanos 1270 Santiago Republic of Chile
TRUSTEE, PAYING AGENT, TRANSFER AGENT AND REGISTRAR
The Bank of New York Mellon 240 Greenwich Street New York, New York 10286 United States
LUXEMBOURG LISTING AGENT
The Bank of New York Mellon SANV, Luxembourg Branch Vertigo Building Polaris 2-4 rue Eugene Ruppert L-2453 Luxembourg Luxembourg
LEGAL ADVISORS TO THE ISSUER
As to New York law As to Chilean law Cleary Gottlieb Steen 8 Hamilton LLP Carey y Cía. Ltda.
One Liberty Plaza Isidora Goyenechea, 2800, Piso 43 New York, New York 10006 Las Condes, Santiago United States Republic of Chile
LEGAL ADVISORS TO THE INITIAL PURCHASERS
As to New York law As to Chilean law Davis Polk 8: Wardwell LLP Philippi, Prietocarrizosa, Ferrero DU €: 450 Lexington Avenue Uría SpA New York, New York 10017 El Golf 40, Piso 20 United States Las Condes, Santiago Republic of Chile INDEPENDENT AUDITORS Deloitte
Auditores y Consultores Ltda.
Rosario Norte 407, Las Condes Santiago Chile
PricewaterhouseCoopers Consultores Auditores SpA Av. Andrés Bello 2711, Floor 1, Las Condes Santiago Chile
O
CODELCO
Corporación Nacional del Cobre de Chile
U.S.$780,000,000 3.700% Notes due 2050
Offering Memorandum
Joint Book-Running Managers
BNP PARIBAS BofA Securities J.P. Morgan Santander
October 19, 2021
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
ANEXO 3
PURCHASE AGREEMENT
COMISIÓN PARA EL MERCADO FINANCIERO 8
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
U.S.$780,000,000
3.700% Notes Due 2050
Purchase Agreement
New York, New York October 19, 2021
BofA Securities, Inc.
One Bryant Park New York, New York 10036 and
BNP Paribas Securities Corp.
787 Seventh Avenue, New York, New York 10019 and
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 and
Santander Investment Securities Inc.
45 East 53rd Street, 5th floor New York, New York 10022
As Representatives of the Initial Purchasers
Ladies and Gentlemen:
Corporación Nacional del Cobre de Chile, a state-owned enterprise organized under the laws of Chile (the Company), proposes to issue and sell to the several purchasers named in SCHEDULE lI hereto (the Initial Purchasers), for which you (the Representatives) are acting as representatives, U.S.$780,000,000 principal amount of its
3.700% Notes Due 2050, representing an additional issuance of the Companys outstanding
3.700% Notes Due 2050, which will be treated as a single class with the U.S.$900,000,000 [Signature page to Purchase Agreement] aggregate principal amount of the Companys 3.700% Notes Due 2050 issued on September 30, 2019 and the U.S.$1,000,000,000 aggregate principal amount of the Companys 3.700% Notes Due 2050 issued on January 14, 2020 (the Securities, to be issued pursuant to the indenture (the Original Indenture), dated February 5, 2019, among the Company, The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar (the Trustee), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent (the Luxembourg Agent), as supplemented by the fourth supplemental indenture dated September 30, 2019 (the Fourth Supplemental Indenture), the seventh supplemental indenture dated January 14, 2020 (the Seventh Supplemental Indenture) and the tenth supplemental indenture to be dated as of October 22, 2021, between the Company and the Trustee (the Tenth Supplemental Indenture and, collectively with the Fourth Supplemental Indenture, the Seventh Supplemental Indenture and the Original Indenture, the Indenture). Unless otherwise specified, defined terms used herein shall have the meanings set forth in Section 21 hereof.
The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under the Act in reliance upon exemptions from the registration requirements of the Act.
In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated October 19, 2021 (including any and all exhibits thereto, the Preliminary Memorandum), and a final offering memorandum, dated October 19, 2021 (as amended or supplemented at the Execution Time, including any and all exhibits thereto, the Final Memorandum). For the purposes of this purchase agreement (this Agreement), Additional Written Offering Communication means any written communication (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities other than the Preliminary Memorandum or the Final Memorandum, and Time of Sale Memorandum means the Preliminary Memorandum together with the pricing term sheet prepared by the Company substantially in the form of Exhibit B hereto and any Additional Written Offering Communications identified in SCHEDULE lIl hereto. Each of the Preliminary Memorandum, the Time of Sale Memorandum and the Final Memorandum sets forth certain information concerning the Company and the Securities. The Company hereby confirms that it has authorized the use of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum and any Additional Written Offering Communications identified in SCHEDULE Il hereto, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers.
1. Representations and Warranties. The Company represents and warrants to each Initial Purchaser as set forth below in this Section 1.
(a) The Time of Sale Memorandum, at the Execution Time, does not and, on the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Preliminary Memorandum, at the date thereof, did not, and the Final Memorandunm, at the date thereof, did not and, on the Closing Date, will not (and any amendment or supplement thereto, at the date thereof, and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to any information contained in the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Representatives specifically for inclusion therein, it being understood that the only such information is set forth in Section 7(b) hereof.
(b) Except for the Additional Written Offering Communications, if any, identified in SCHEDULE II hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any Additional Written Offering Communication.
(c) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has, directly or indirectly, made offers or sales of any security (as defined in the Act), or solicited offers to buy or otherwise negotiated in respect of any security, which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act.
(d) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has, directly or indirectly, offered or sold the Securities in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
(e) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has, directly or indirectly, offered, solicited offers to buy or sell any of the Securities by any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering (within the meaning of Section 4(a)(2) of the Act).
(£) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.
(2) The Company is a foreign issuer (as defined in Regulation S), and neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has engaged in any directed selling efforts (as defined in Regulation S) with respect to the Securities, except no such representation, warranty or agreement is made by the Company with respect to the Initial Purchasers.
(h) – Itis not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Act or to qualify the Indenture under the Trust Indenture Act.
(1) Each of the Company and its Affiliates, and any person acting on its or their behalf, has complied with the offering restrictions requirement of Regulation S.
(1) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the Time of Sale Memorandum and the Final Memorandum will not be, required to register as an investment company within the meaning of the Investment Company Act.
(k) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated by this Agreement).
(1) The Company has not taken, directly or indirectly, any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute or cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(m) Except as disclosed in each of the Time of Sale Memorandum and the Final Memorandum, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (1) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, which will be paid by the Company upon the issuance of the Securities, (11) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile, and (iii) the value added tax (impuesto al valor agregado or VAT) that may be payable on fees and commissions paid or to be paid to non-domiciled andor non-resident individuals or entities. If thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be credited against such 35% penalty tax. Payments of fees, compensations and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile are (or may be, in the case of reimbursement of costs) subject to a withholding tax at a rate of up to 35%; provided, however, that any such payment (A) is exempted from withholding tax if itis deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the Chilean Internal Revenue Service (Servicio de Impuestos Internos, or the SIT) or (B) subject to a 15% withholding tax if 1t is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law. The withholding tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such persons residency that contemplates a reduced or exempt regime applicable to such payments.
(n) Any information provided by the Company pursuant to Section 5(¡) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(o) The Company has been duly created and is validly existing as a state-owned enterprise under the laws of Chile with corporate power and authority to issue and sell the Securities as contemplated hereby. Each of the Companys subsidiaries has been duly organized and is validly existing and in good standing under the laws of their respective Jurisdictions of organization and, together with the Company, have the corporate power to own or lease, as the case may be, and to operate their properties and conduct their business as described in the Time of Sale Memorandum and the Final Memorandum, and are duly qualified to transact business in each jurisdiction which requires such qualification, except to the extent that the failure to be so qualified to transact business would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
(p) The Company has no significant subsidiary as defined in Rule 1-02 of Regulation S-X pursuant to the Act.
(q) This Agreement has been duly authorized, executed and delivered by the Company; the Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)).
(r) The Securities and the Indenture will conform in all material respects to the descriptions thereof in the Final Memorandum.
(s) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated herein and in each of the Time of Sale Memorandum and the Final Memorandum; and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law No. 2,349 of 1978 and pursuant to Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 2022 dated November 19, 2020 and published in the Official Gazette on April 24, 2021; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No. 1781 issued by the Ministry of Finance on September 14, 2021; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No. 1938 issued by the Ministry of Finance on October 6, 2021; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to Decree Law No. 1,350 of 1976, as amended (t) Neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof, thereof or of the Securities has conflicted or will conflict with, or has resulted or will result in, a default, breach or violation of or imposition of any lien, charge or encumbrance upon, any property or assets of the Company or any of its subsidiaries (except, in the case of (1), (111) or (iv) below, for any such conflict, default, breach, violation or imposition as would not have a current or prospective material adverse effect on (x) the consummation of the transactions contemplated hereby or the rights of the holders of the Securities or (y) the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole) pursuant to (1) any provision of applicable law; (11) Decree Law No. 1,350 of 1976, as amended from time to time, and the Companys by- laws, as restated in Decree No. 3 of January 13, 2012 and published in the Official Gazette on July 4, 2012, or the Estatutos of the Company; (11) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its respective property is subject; or (iv) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or their respective properties.
(u) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in each of the Time of Sale Memorandum and the Final Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated and have been prepared in conformity with International Financial Reporting Standards as adopted by the International Accounting Standards Board (IFRS,) in respect of full year periods for 2018, 2019 and 2020 and interim periods, in each case applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the captions Summary Consolidated Financial Data and Selected Consolidated Financial Data in each of the Time of Sale Memorandum and the Final Memorandum fairly present, on the basis stated in each of the Time of Sale Memorandum and the Final Memorandum, the information included therein and have been prepared in conformity with IFRS in respect of full year periods for 2018, 2019 and 2020 and interim periods, in each case applied on a consistent basis throughout the periods involved (except as otherwise noted therein).
(v) There is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not described in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), except for such proceedings that, if the subject of an unfavorable decision, ruling or finding would not, singly or in the aggregate, have a current or prospective material adverse effect (1) on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (ii) on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated in each of the Time of Sale Memorandum and the Final Memorandum.
(w) No circumstance or other event has arisen that has caused or, with the giving of notice or the lapse of time, or both, would cause the Company to be in violation or default of: (1) any provision of Decree Law No. 1,350 of 1976, as amended, or its Estatutos, (11) the terms of any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole; or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except for such contraventions as would not have a current or prospective material adverse effect on the Company or its subsidiaries, taken as a whole.
(x) The Company and its subsidiaries possess all concessions, licenses, certificates, permits and other authorizations issued by the appropriate government and other regulatory authorities necessary to conduct their respective businesses, as described in each of the Time of Sale Memorandum and the Final Memorandum, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such concession, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
(y) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (1) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (111) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared to existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(z) The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, including the Companys mining concessions, mining rights and water rights, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (i) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) or (ii) where the failure to have good title would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole, and under which the Company or any of its subsidiaries holds properties described in each of the Time of Sale Memorandum and the Final Memorandum, are in full force and effect, except (1) where the failure to be in full force and effect would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or
(11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); and none of the Company or its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except
(1) claims which are being contested by the Company or its subsidiaries in good faith and which would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(aa) Deloitte Auditores y Consultores Ltda., who have audited the full-year 2018, 2019 and 2020 financial statements of the Company included in each of the Time of Sale Memorandum and the Final Memorandum and conducted a limited review of the interim unaudited financial statements of the Company as of June 30, 2020 and for the six-month period ended June 30, 2020 included in each of the Time of Sale Memorandum and the Final Memorandum, are an independent audit firm with respect to the Company. PricewaterhouseCoopers Consultores Auditores SpA, who have conducted a limited review of the interim unaudited financial statements of the Company as of June
30, 2021 and for the six-month period ended June 30, 2021 included in each of the Time of Sale Memorandum and the Final Memorandum, are an independent audit firm with respect to the Company.
(bb) The Company and its subsidiaries (1) are in compliance with any and all applicable laws, regulations and approvals relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws); (11) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (111) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except (x) where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, and (y) as described in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(cc) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(dd) Since the respective dates as of which information is given in each of the Time of Sale Memorandum and the Final Memorandum, nothing has occurred giving rise to a current or prospective material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(ee) Pursuant to Article 52 of the Organic Law of the Central Bank of Chile and Decree Law No. 1,350 of 1976, as amended, the Company is exempt from the Central Bank of Chiles exchange regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the
Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile.
(ff) The Company has validly and irrevocably submitted to the non-exclusive Jurisdiction of any state or federal court located in the City of New York, New York, has validly and irrevocably waived, to the extent permitted by law, any objection to the venue of a proceeding in any such court and has validly and irrevocably appointed Cogency Global Inc. in New York, New York as its authorized agent for service of process.
(gg) The Company has validly and irrevocably waived, pursuant to Section 17 hereof, and will have validly and irrevocably waived pursuant to the Indenture and the Securities, for itself and its revenues and assets, to the extent permitted by applicable law, any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations, respectively, under this Agreement, the Indenture and the Securities to which it may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in article 226 of the Mining Code of Chile); and (11) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect.
(hh) The Company has an authorized capitalization as set forth in each of the Time of Sale Memorandum and the Final Memorandum under the heading Capitalization; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
(11) Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (11) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (111) taken any action, directly or indirectly, that violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law or regulation enacted in any jurisdiction, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or under the Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery or anti- corruption laws; or (iv) made any unlawful bribe, influence payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable law or regulation in connection with the Company. The Company has instituted, and maintains and enforces, policies and procedures designed to promote and achieve the Company and its subsidiaries? compliance with all applicable anti-bribery and anti- corruption laws.
(1) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and applicable money laundering statutes of all jurisdictions, rules and regulations thereunder and related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened or contemplated.
(kk) Neither the Company, any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, employee or affiliate (other than the Republic of Chile) of the Company or any of’its subsidiaries (1) is currently an individual or entity that is, or is owned or controlled or is acting on behalf of, one or more individuals or entities (other than the Republic of Chile) that are currently the subject of any sanctions administered or enforced by the United States (including administered or enforced by the Office of Foreign Assets Control of the
U.S. Department of the Treasury (OFAC) or the U.S. Department of State), the European Union, Her Majestys Treasury or the United Nations Security Council (collectively, the Sanctions), (11) organized, located or a resident in a country or territory that is currently the subject of territorial Sanctions broadly prohibiting dealing with such country or territory (each such country, a Sanctioned Country, currently the Crimea region, Cuba, Iran, North Korea or Syria, and such persons, Sanctioned Persons and each such person, a Sanctioned Person), or (iii) will, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation of any Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise. Neither the Company nor any of its subsidiaries has, to the knowledge of the Company, engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, that have resulted in a violation of Sanctions by, or the imposition of Sanctions against, the Company or the Initial Purchasers, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country that would result in a violation of Sanctions by, or the imposition of Sanctions against, the Company or the Initial Purchasers.
(1) No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of the Companys subsidiaries principal suppliers, contractors or customers, except (x) as would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business and (y) as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(mm) The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses, except where any failure to have such insurance would not result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (11) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business at a cost that would not result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial Purchaser.
2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.637% of the principal amount of the Securities, plus accrued interest from July 30, 2021 to the Closing Date (as defined below) (0.029% of the principal amount of the Securities to be used by the Initial Purchasers out of the spread over the offering price set forth in the Final Memorandum to pay for expenses payable by the Initial Purchasers pursuant to Section 5(p) of this Agreement, with any remaining balance of such 0.029% to be refunded to the Company), the principal amount of Securities set forth opposite such Initial Purchasers name in SCHEDULE lI hereto.
(b) The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company with respect thereto.
Any review by the Initial Purchasers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Company. The Company acknowledges that none of the activities of the Initial Purchasers in connection with the offering of Securities constitutes a recommendation, investment advice or solicitation or any action by the Initial Purchasers with respect to the Company.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on October 22, 2021 or at such time on such later date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities, including as so postponed, being herein called the Closing Date). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company.
Delivery of the Securities shall be made through the facilities of The Depository Trust Company (DTC) unless the Representatives shall otherwise instruct.
4. Offering by the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (a) It has not offered or sold, and will not offer or sell, any Securities except
(1) to persons it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit A hereto.
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any mamner involving a public offering within the meaning of Section 4(a)(2) of the Act.
(c) Unless it has obtained or will obtain the prior written consent of the Company, it has not used, and will not use, or authorize use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than: (1) the Preliminary Memorandum, (11) the Time of Sale Memorandum; (iii) the Final Memorandum, (iv) any Additional Written Offering Communications identified in SCHEDULE II hereto; and (v) any Bloomberg or other customary electronic communications providing certain ratings or proposed terms of the Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Securities.
5. Covenants of the Company. The Company agrees with each Initial Purchaser that: (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in paragraph (d) below, electronic copies of the materials contained in the Time of Sale Memorandum, the Final Memorandum and any amendments and supplements thereto as they may reasonably request.
(b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, the Company will furnish to the Initial Purchasers a copy of each such proposed amendment or supplement and will not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.
(c) The Company will furnish to each Initial Purchaser a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Company and agrees not to use or refer to any proposed Additional Written Offering Communication to which the Initial Purchasers reasonably object.
(d) Ifat any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Representatives), any event occurs as a result of which the Time of Sale Memorandum or the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Time of Sale Memorandum or the Final Memorandum to comply with applicable law, the Company promptly: (1) will notify the Representatives of any such event; (ii) subject to the requirements of paragraph (b) of this Section 5, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (111) will supply any supplemented or amended Time of Sale Memorandum or the Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they may reasonably request.
(e) The Company will arrange, if necessary, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may reasonably designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(£) During the period of one year after the Closing Date, the Company will not resell, and will not permit any person that is an affiliate (as defined in Rule 144 under the Act) at the time of any contemplated resale or that has been an affiliate within the three months preceding such time to resell, any of the Securities that have been reacquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Act or in reliance of Regulation S.
(2) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act.
(h) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will, directly or indirectly, make offers or sales of the Securities in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
(1) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act.
(1) So long as any of the Securities are restricted securities within the meaning of Rule 144(a)(3) under the Act, the Company will, unless 1t becomes subject to and complies with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and complies with, Rule 12g3-2(b) under the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities.
(k) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will engage in any directed selling efforts (as defined in Regulation S) with respect to the Securities.
() The Company will cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, including its indirect participants, Euroclear Bank S.A.N.V. (Euroclear) and Clearstream Banking, S.A., Luxembourg (Clearstream).
(m) The Company will use its best efforts to effect the listing of the Securities on the Euro MTF market of the Luxembourg Stock Exchange and for so long as the Securities are outstanding, will file with the Euro MTF market of the Luxembourg Stock
Exchange and any other governmental agency, authority or instrumentality in Luxembourg as may be required, such reports, documents, agreements and other information which may, from time to time, be required to be so filed; provided that the Company may, in its reasonable discretion, de-list the Securities in the event that any European or national legislation becomes effective in Luxembourg in a manner that would require the Company to publish or produce financial statements according to accounting principles or standards that are different from IFRS or that would otherwise impose requirements that the Company determines, in its reasonable discretion, are not reasonable.
(n) The Company will not for a period of 30 days following the Execution Time, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any Affiliate of the Company or any person in privity with the Company or any Affiliate of the Company), directly or indirectly, or announce any public or broadly marketed offering of, any U.S. dollar-denominated debt securities issued or guaranteed by the Company in the international capital markets (other than the Securities).
(o) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute or cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(p) The Company agrees either to pay directly or to reimburse the Initial Purchasers, as the case may be, for the reasonable and documented expenses relating to the following matters: (1) the issuance of the Securities and the fees and expenses of the Trustee (including, without limitation, the fees of counsel for such trustee); (11) the preparation, printing and reproduction of each of the Preliminary Memorandum and Final Memorandum and each amendment or supplement to either of them, including the pricing term sheet prepared by the Company and any Additional Written Offering Communications identified in SCHEDULE II hereto; (iii) the printing (and reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each of the Preliminary Memorandum and Final Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (and reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (vii) the listing of the Securities with the Euro MTF market of the Luxembourg Stock Exchange (including the fees of the agent retained in connection with such listing); (viii) the approval of the Securities for book-entry transfer by DTC, Euroclear and Clearstream; (ix) the rating of the Securities by rating agencies; (x) the expenses incurred by the Company or the Initial Purchasers in connection with presentations to prospective purchasers of the Securities; (xi) the fees and expenses of the Companys accountants; (xii) the fees and expenses of counsel (including local and special United States and Chilean counsels) for the Company; (xiii) all other reasonable and documented expenses incurred by the Initial Purchasers in connection with the offering and sale of the Securities; and (xiv) all other fees and expenses incident to the performance by the Company and the Initial Purchasers of their obligations hereunder; provided that, if the offering of the Securities (A) is not completed within twelve months because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company shall pay directly all costs and expenses contemplated by this Section 5(p) or, to the extent the Initial Purchasers have borne such costs and expenses, shall reimburse the Initial Purchasers severally through the Representatives; and (B) is completed, the Initial Purchasers shall pay for all such costs and expenses of this Section S(p) pro rata in proportion to each Initial Purchasers commitment to purchase Securities as listed in SCHEDULE Ll hereto in accordance with Section 2(a) and this Section 5(p) (except for the costs and expenses contemplated by S(pGx), S(pliJand S(p)xii), which shall be paid directly by the Company whether or not the offering of the Securities is completed), and the Company shall cover such costs and expenses of this Section S(p) pursuant to Section 2(a).
(q) The Company will apply the net proceeds from the sale of the Securities substantially in accordance with the description set forth under the heading Use of Proceeds in each of the Time of Sale Memorandum and the Final Memorandum.
(r) The Company will not take any action or omit to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may result in the loss by any of the Initial Purchasers of the ability to rely on any stabilization safe harbor provided by the Financial Conduct Authority under the U.K.
Financial Services and Markets Act 2000 (the FSMA).
6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial
Purchasers to purchase the Securities on the Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused Cleary Gottlieb Steen $ Hamilton LLP, U.S. counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(1) the Indenture has been duly executed and delivered by the Company under the laws of the State of New York and is a valid, binding and enforceable agreement of the Company; the Securities, when delivered to and paid for by the Initial Purchasers in accordance with this Agreement, will be the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture pursuant to which such Securities are to be issued; the statements set forth under the headings Description of Notes and Transfer Restrictions in the Time of Sale Memorandum and the Final Memorandum, insofar as such statements purport to summarize certain provisions of the Securities and the Indenture, provide a fair summary of such provisions; and the statements in Final Memorandum under the heading Plan of Distribution, insofar as such statements purport to summarize certain provisions of this Agreement, provide a fair summary of such provisions; (ii) this Agreement has been duly executed and delivered by the Company under the law of the State of New York;
(111) the statements made in each of the Time of Sale Memorandum and the Final Memorandum under the heading Taxation-United States Taxation, insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities by a U.S. Holder (as defined in each of the Time of Sale Memorandum and the Final Memorandum); (iv) the issuance and the sale of the Securities to the Initial Purchasers pursuant to this Agreement and the execution and delivery of this Agreement and the Indenture do not, and the performance by the Company of its obligations under this Agreement, the Indenture and the Securities will not, (A) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in such counsels experience normally would be applicable to general business entities with respect to such issuance, sale or performance (but such counsel need express no opinion relating to United States federal securities laws or any state securities or blue sky laws other than as set forth in (v) below); or (B) result in a violation of any United States federal or New York State law or published rule or regulation that in such counsels experience normally would be applicable to general business entities with respect to such issuance, sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or blue sky laws, except as set forth in (v) below) or (based solely on inquiry of the General Counsel and Head of Finance of the Company) any judgment, decree or order applicable to the Company of any New York state or federal court or other governmental authority; (v) noregistration of the Securities under the Act, and no qualification of the Indenture under the Trust Indenture Act, are required for the offer and sale of the Securities by the Company to the Initial Purchasers pursuant to and in the manner contemplated by this Agreement or by the Initial Purchasers as contemplated by this Agreement, the Time of Sale Memorandum and the Final Memorandum; (vi) no registration of the Company under the Investment Company Act is required for the offer and sale of the Securities by the Company in the manner contemplated herein and by each of the Time of Sale Memorandum and the Final Memorandum; and (vii) under the laws of the State of New York relating to submission to Jurisdiction, the Company, pursuant to Section 14 of this Agreement, Section 1.12 of the Indenture and the provisions of the Securities, has (a) validly and irrevocably submitted to the non-exclusive personal jurisdiction of any New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, in any action arising out of or related to this Agreement that is brought by an Initial Purchaser or by any person who controls any Initial Purchaser, or in any action arising out of or related to the Indenture or the Securities that is brought by the holder of any Securities; (b) to the fullest extent permitted by law, validly and irrevocably waived any objection to the venue of a proceeding in any such court and (c) validly appointed Cogency Global Inc., as its authorized representative in the United States, and as its authorized agent for the purpose described in Section 14 hereof, the Indenture and the Securities; and service of process upon such agent in a manner permitted by applicable law will be effective to confer valid personal jurisdiction over the Company in any action arising under this Agreement, the Indenture or the Securities.
(b) The Company shall have requested and caused Cleary Gottlieb Steen $ Hamilton LLP, U.S. counsel for the Company, to furnish to the Representatives its letter, dated the Closing Date and addressed to the Representatives, substantially to the effect that no information has come to such counsel’s attention that causes it to believe that:
(1) the Time of Sale Memorandum (except the financial statements and schedules and other financial and statistical data included therein, the information therein relating to the Companys ore reserves, as to which such counsel expresses no view), as of the Execution Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Final Memorandum (except the financial statements and schedules and other financial and statistical data included therein, the information therein relating to the Companys ore reserves, as to which such counsel expresses no view), as of the Closing Date and the Execution Time, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
In rendering its opinion under Section 6(a) hereof and furnishing its letter under Section 6(b) hereof, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in Section 6(a) and Section 6(b) include any amendment or supplement thereto at the Closing Date.
(c) The Company shall have requested and caused Carey y Cía. Ltda., Chilean counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(1) the Company has been duly created and is validly existing as a state- owned company under the laws of Chile, with full corporate power and authority to own or lease, as the case may be, and to operate its properties, exercise its mining concessions, mining rights and water rights, and conduct its business as described in each of the Time of Sale Memorandum and the Final Memorandum, and is duly qualified to do business under the laws of each jurisdiction which requires such qualification; (ii) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law));
(111) the statements in each of the Time of Sale Memorandum and the Final Memorandum under the captions Presentation of Financial and Statistical Information, Enforceability of Civil Liabilities, Exchange Rates, Risk Factors-Risks Relating to CODELCOs Operations-CODELCO”s compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties, Risk Factors-Risks Relating to CODELCOs Operations -Future compliance with a changing and complex regulation scheme may require changes in CODELCOS*s business, Risk Factors-Risks Relating to CODELCOs Operations-Labor disruptions involving CODELCOs employees or the employees of its independent contractors could affect CODELCOs production levels and costs, Risk Factors-Risks Relating to CODELCOs Operations- 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, Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six Months Ended June 30, 2020 and 2021-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six Months Ended June 30, 2020 and 2021 -Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations -Results of Operations for the Six Months Ended June 30, 2020 and 2021-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2020-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations for the Three Years Ended December 31, 2020-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury, Regulatory Framework, Management, Related Party Transactions, Foreign Investment and Exchange Controls in Chile and Taxation-Chilean Taxation, insofar as such statements constitute summaries of Chilean legal matters, documents or proceedings referred to therein, fairly summarize the matters therein; (iv) such counsel has no reason to believe that (A) at the Execution Time, the Time of Sale Memorandum contained any untrue statement ofa material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) at the Execution Time and on the Closing Date, the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company has all requisite corporate power and authority, has taken all requisite corporate action and has received and is in compliance with all governmental, judicial and other authorizations, approvals and orders necessary to enter into and perform its obligations under this Agreement and the Indenture and to issue and perform its obligations under the Securities, and no consent, approval, authorization, filing with or order of any Chilean court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement, the Time of Sale Memorandum and the Final Memorandum, and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law
No. 2,349 of 1978 and pursuant to Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 2022 dated November 19, 2020 and published in the Official Gazette on April 24, 2021; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No. 1781 issued by the Ministry of Finance on September 14, 2021; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No. 1938 issued by the Ministry of Finance on October 6, 2021; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to Decree Law No. 1,350 of 1976, as amended (vii) neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof, thereof or of the Securities will conflict with, or result in, a default, breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or its subsidiaries pursuant to, (i) any provision of applicable Chilean law; (11) Decree Law No. 1,350 of 1976, as amended from time to time, and the Companys by-laws, as restated in Decree No. 3 of January 13, 2012 and published in the Official Gazette on July 4, 2012, or the Estatutos of the Company; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any Chilean court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or any of their respective properties; (viii) pursuant to Article 52 of the Organic Law of the Central Bank of Chile and Decree Law No. 1,350 of 1976, as amended, the Company is exempt from the Central Bank of Chiles regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile; (ix) except as disclosed in each of the Time of Sale Memorandum and the Final Memorandum, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (1) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, (1i) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile, and (111) the value added tax (impuesto al valor agregado or VAT) that may be payable on fees and commissions paid or to be paid to non-domiciled andor non- resident individuals or entities. If thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be credited against such 35% penalty tax. Payments of fees, compensations and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile are (or may be, in the case of reimbursement of costs) subject to a withholding tax at a rate of up to 35%; provided, however, that any such payment (A) is exempted from withholding tax if it is deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the Chilean Internal Revenue Service (Servicio de Impuestos Internos, or the SIP) or (B) subject to a 15% withholding tax if it is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law, in which case the withholding tax rate would be 20%.
The withholding tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such persons residency that contemplates a reduced or exempt regime applicable to such payments; (x) except for the Chilean value added tax (impuesto al valor agregado or VAT) that may be payable by the Company on fees and commissions paid or to be paid to non-domiciled andor non-resident individuals or entities, none of the holders of the Securities, the Initial Purchasers or the Trustee will be deemed resident, domiciled, carrying on business or subject to any tax liability in Chile solely by reason of the holding of the Securities or the execution, delivery, performance or enforcement of this Agreement, the Indenture or the Securities, assuming that none of such persons is domiciled or is a resident of Chile or has a permanent establishment in Chile; (xi) the choice of law provisions set forth in Section 15 hereof, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to the choice of New York law as the proper law of this Agreement, of the
Indenture and of the Securities; the Company has the legal capacity to sue and be sued in its own name under the laws of Chile; the Company has been empowered by Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 2022 dated November 19, 2020 and published in the Official Gazette on April 24, 2021, to submit, and has irrevocably submitted, to the non-exclusive jurisdiction of the New York courts and has validly and irrevocably appointed Cogency Global Inc. as ¡ts authorized agent for the purpose described in Section 14 hereof, in the Indenture and in the Securities under the laws of Chile; the irrevocable submission of the Company to the non-exclusive jurisdiction of the New York courts and the waivers by the Company of any objection to the venue of the proceeding in a New York court herein, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to such submission and waivers; service of process in the manner set forth in Section 14 hereof, in the Indenture and in the Securities will be effective to confer valid personal jurisdiction over the Company under the laws of Chile; and the courts in Chile will recognize as valid and final, and will enforce, any final and conclusive judgment against the Company obtained in a New York court arising out of or in relation to the obligations of the Company under this Agreement, the Indenture or the Securities, subject only to the conditions and qualifications described in each of the Time of Sale Memorandum and the Final Memorandum under the caption Enforceability of Civil Liabilities; (xii) the Company has validly and irrevocably waived, pursuant to Section 17 hereof and to the provisions of the Indenture and the Securities for itself and its revenues and assets, to the full extent permitted by Chilean law, any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations, respectively, under this Agreement, the Indenture and the Securities to which it may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in article 226 of the Mining Code of Chile); and (11) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect; and (xiii) this Agreement, the Indenture and the Securities are in proper legal form under the laws of Chile for the enforcement thereof against the Company in Chile without the need to obtain any other consent, approval or authorization, to file any notification or to take any further action on the part of the Initial
Purchasers or the Trustee and to ensure the legality, validity, enforceability or admissibility in evidence of any of this Agreement, the Indenture and the Securities, and except for their translation into Spanish for their presentation to a Chilean court and subject to the payment of the applicable stamp tax, if any (and applicable readjustments and penalties, if any), it is not necessary that any other document be filed or recorded with any court or other authority in Chile or that any stamp or similar tax be paid on or in respect of any such document or the Securities.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than Chile, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(c) include any amendment or supplement thereto at the Closing Date.
(d) The Company shall have requested and caused Lorena Ferreiro Vidal, General Counsel of the Company, to furnish to the Representatives her opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(1) the Company has been duly created and is validly existing as a state- owned company under the laws of Chile, with full corporate power and authority to own or lease, as the case may be, and to operate its properties, exercise its mining concessions, mining rights and water rights, and conduct its business as described in each of the Time of Sale Memorandum and the Final Memorandum, and is duly qualified to do business under the laws of each jurisdiction which requires such qualification; (ii) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); (ii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), except for such proceedings that, if the subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, have a current or prospective material adverse effect (1) on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated in each of the Time of Sale Memorandum and the Final Memorandum; (iv) the Company has an authorized capitalization as set forth in each of the Time of Sale Memorandum and the Final Memorandum under the heading Capitalization; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party; (v) such counsel has no reason to believe that (1) at the Execution Time, the Time of Sale Memorandum contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) at the Execution Time and on the Closing Date, the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Company has all requisite corporate power and authority, has taken all requisite corporate action and has received and is in compliance with all governmental, judicial and other authorizations, approvals and orders necessary to enter into and perform its obligations under this Agreement and the Indenture and to issue and perform its obligations under the Securities, and no consent, approval, authorization, filing with or order of any Chilean court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement, the Time of Sale Memorandum and the Final Memorandum, and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law
No. 2,349 of 1978, and pursuant to Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by 2022 dated November 19, 2020 and published in the Official Gazette on April 24, 2021; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No.
1781 issued by the Ministry of Finance on September 14, 2021; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended and pursuant to Ordinary Resolution No. 1938 issued by the Ministry of Finance on October 6, 2021; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to Decree Law No. 1,350 of 1976, as amended (viii) pursuant to Article 52 of the Organic Law of the Central Bank of Chile and Decree Law No. 1,350 of 1976, as amended, the Company is exempt from the Central Bank of Chiles regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile; (ix) neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries pursuant to: (1) any provision of applicable law; (11) Decree Law No. 1,350 of 1976, as amended from time to time, and the Companys by-laws, as restated in Decree No. 3 of January 13, 2012, or the Estatutos of the Company; (111) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its respective property is subject; or (iv) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or any of their respective properties; (x) the statements in each of the Time of Sale Memorandum and the Final Memorandum under the captions Presentation of Financial and Statistical Information, Enforceability of Civil Liabilities, Exchange Rates, Risk
Factors-Risks Relating to CODELCOs Operations-CODELCO”s compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties, Risk Factors-Risks Relating to CODELCOs Operations -Future compliance with a changing and complex regulation scheme may require changes in CODELCOS*s business, Risk Factors-Risks Relating to CODELCOs Operations-Labor disruptions involving CODELCOs employees or the employees of its independent contractors could affect CODELCOs production levels and costs, Risk Factors-Risks Relating to CODELCOs Operations- 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, Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six Months Ended June 30, 2020 and 2021-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six Months Ended June 30, 2020 and 2021 -Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations -Results of Operations for the Six Months Ended June 30, 2020 and 2021-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2020-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations for the Three Years Ended December 31, 2020-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury, Regulatory Framework, Management, Related Party Transactions, Foreign Investment and Exchange Controls in Chile and Taxation-Chilean Taxation, insofar as such statements constitute summaries of Chilean legal matters, documents or proceedings referred to therein, fairly summarized the matters therein; (xi) no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiarys capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiarys property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); (xii) the Company and its subsidiaries possess all concessions, licenses, certificates, permits and other authorizations issued by the appropriate government and other regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such concession, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; (xiii) the Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, including the Companys mining concessions, mining rights and water rights, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (i) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) or (1i) where the failure to have good title would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole, and under which the Company or any of its subsidiaries holds properties described in each of the Time of Sale Memorandum and the Final Memorandun, are in full force and effect, except (1) where the failure to be in full force and effect would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); and none of the Company or its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except (1) claims which are being contested by the Company or its subsidiaries in good faith and which would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); (xiv) the choice of law provisions set forth in Section 15 hereof, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to the choice of New York law as the proper law of this Agreement, of the Indenture and of the Securities; the Company has the legal capacity to sue and be sued in its own name under the laws of Chile; the Company has been empowered by Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 2022 dated November
19, 2020 and published in the Official Gazette on April 24, 2021, to submit, and has irrevocably submitted, to the non-exclusive jurisdiction of the New York courts and has validly and irrevocably appointed Cogency Global Inc. as ¡ts authorized agent for the purpose described in Section 14 hereof, in the Indenture and in the Securities under the laws of Chile; the irrevocable submission of the Company to the non-exclusive jurisdiction of the New York courts and the waivers by the Company of any objection to the venue of the proceeding in a New York court herein, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to such submission and waivers; service of process in the manner set forth in Section 14 hereof, in the Indenture and in the Securities will be effective to confer valid personal jurisdiction over the Company under the laws of Chile; and the courts in Chile will recognize as valid and final, and will enforce, any final and conclusive judgment against the Company obtained in a New York court arising out of or in relation to the obligations of the Company under this Agreement, the Indenture or the Securities, subject only to the conditions and qualifications described in each of the Time of Sale Memorandum and the Final Memorandum under the caption Enforceability of Civil Liabilities; (xv) to the knowledge of such counsel, the Company and its subsidiaries
(1) are in compliance with any and all Environmental Laws, (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; (xvi) except as disclosed in each of the Time of Sale Memorandum and the Final Memorandum, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (1) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, which willbe paid by the Company upon the issuance of the Securities, and (11) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile.
Tf thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be credited against such 35% penalty tax. Payments of fees, compensations and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile are (or may be, in the case of reimbursement of costs) subject to a withholding tax at a rate of up to 35%; provided, however, that any such payment (A) is exempted from withholding tax if 1t is deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the SII or (B) subject to a 15% withholding tax if it is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law. The withholding tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such persons residency that contemplates a reduced or exempt regime applicable to such payments; (xvii) none of the holders of the Securities, the Initial Purchasers or the Trustee will be deemed resident, domiciled, carrying on business or subject to any tax liability in Chile solely by reason of the holding of the Securities or the execution, delivery, performance or enforcement of this Agreement, the Indenture or the Securities, assuming that none of such persons is domiciled or is a resident of Chile or has a permanent establishment in Chile; (xviii) the Company has validly and irrevocably waived pursuant to Section 17 hereof and to the provisions of the Indenture and the Securities for itself and its revenues and assets, to the full extent permitted by Chilean law, any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations, respectively, under this Agreement, the Indenture and the Securities that it may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in article 226 of the Mining Code of Chile); and (ii) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect; and (xix) this Agreement, the Indenture and the Securities are in proper legal form under the laws of Chile for the enforcement thereof against the Company in Chile without the need to obtain any other consent, approval or authorization, to file any notification or to take any further action on the part of the Initial Purchasers or the Trustee and to ensure the legality, validity, enforceability or admissibility in evidence of any of this Agreement, the Indenture and the Securities, and except for their translation into Spanish for their presentation to a
Chilean court and subject to the payment of the applicable stamp tax, if any (and applicable readjustments and penalties, if any), it is not necessary that any other document be filed or recorded with any court or other authority in Chile or that any stamp or similar tax be paid on or in respect of any such document or the Securities.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than Chile, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(d) include any amendment or supplement thereto at the Closing Date.
(e) The Representatives shall have received from Davis Polk $: Wardwell LLP,
U.S. counsel for the Representatives, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Time of Sale Memorandum and the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(f) The Representatives shall have received from Philippi, Prietocarrizosa Ferrero DU á Uría, Chilean counsel for the Representatives, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Time of Sale Memorandum, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(2) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Head of Finance of the Company, dated the Closing Date, to the effect that the signatory of such certificate has carefully examined each of the Time of Sale Memorandum, the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that:
(1) therepresentations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and
(11) since the date of the most recent financial statements included in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no development giving rise to a current or prospective material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(h) At the Execution Time and at the Closing Date, the Company shall have requested and caused (i) Deloitte Auditores y Consultores Ltda., independent audit firm with respect to the Company, to furnish to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants comfort letters to underwriters with respect to the full-year 2018, 2019 and 2020 financial statements, the interim unaudited consolidated financial statements as of and for the six months ended June 30, 2020, and certain financial and other information contained in each of the Preliminary Memorandum and the Final Memorandum; provided that the letter delivered on the Closing Date shall use a cut-off date not earlier than three business days prior to the date thereof; and (11) PricewaterhouseCoopers Consultores Auditores SpA, independent audit firm with respect to the Company, to furnish to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants comfort letters to underwriters with respect to the interim unaudited consolidated financial statements as of and for the six months ended June 30, 2021, and certain financial and other information contained in each of the Preliminary Memorandum and the Final Memorandum, provided that the letter delivered on the Closing Date shall use a cut-off date not earlier than three business days prior to the date thereof.
References to the Final Memorandum in this Section Error! Reference source not found. include any amendment or supplement thereto at the date of the applicable letter.
(1) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (1) any change or decrease specified in the letter or letters referred to in paragraph Error! Reference source not found. of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (1) or (11) above, is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(1) Subsequent to the Execution Time, there shall not have been any decrease in the rating accorded the Company or any of the Companys foreign-currency denominated debt securities by any nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(k) At the Execution Time and on the Closing Date, the Representatives shall have received a written certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Representatives, with respect to certain financial information contained in the Offering Memorandum.
(D) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not have been delivered in form and substance reasonably satisfactory to the Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, Davis Polk 8: Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017, on the Closing Date.
7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Company, any road show as defined in Rule 433(h) under the Act (a road show), or the Final Memorandum or any information provided by the Company to any holder or prospective purchaser of Securities pursuant to Section 5(j), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto, or in any Additional Written Offering Communication, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchasers through the Representatives specifically for inclusion therein.
(b) Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives specifically for inclusion in the Time of Sale Memorandum, road show or the Final Memorandum (or in any amendment or supplement thereto). The indemnity agreement under this Section 7 will be in addition to any liability which any Initial Purchaser may otherwise have. The Company acknowledges that (1) the names of the Representatives set forth on the cover page, (11) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and (111) under the heading Plan of Distribution: (A) the names of the Representatives and the amounts in the table, (B) the single sentence following the second full paragraph regarding the purchase price, (C) the fifth sentence of the eighth paragraph regarding market making activities, (D) the ninth paragraph related to stabilization and syndicate covering transactions and (E) the third sentence of the eleventh paragraph regarding hedging activity, constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Time of Sale Memorandum or the Final Memorandum (or in any amendment or supplement thereto).
(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (1) will not relieve it from liability under paragraphs (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantive rights and defenses; and
(11) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying partys choice at the indemnifying partys expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel (including local counsel) retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying partys election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (1) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (11) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it andor other indemnified parties which are different from or additional to those available to the indemnifying party; (111) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one such separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties and controlling persons, which firm shall be designated in writing by the indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (11) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of an indemnified party.
(d) In the event that the indemnity provided in paragraphs (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Initial Purchasers agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively Losses) to which the Company and one or more of the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Initial Purchasers on the other from the offering of the Securities; provided, however, that in no case shall any Initial Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Initial Purchasers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions in each case set forth on the cover of the Final Memorandum. Relative fault shall be determined by reference to, among other things, (1) whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Initial Purchasers on the other, (ii) the intent of the parties and (iii) their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company within the meaning of either the Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). Notwithstanding the provisions of this Section 7, no Initial Purchaser shall be required to contribute any amount in excess of the discounts received by such Initial Purchaser in connection with the Securities distributed by it. The Initial Purchasers obligations to contribute pursuant to this Section 7 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in SCHEDULE lI.
8. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in SCHEDULE TI hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in SCHEDULE l hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial Purchaser as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of’its liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (1) trading in securities generally on the Santiago Stock Exchange, the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on either such exchange or the Nasdaq National Market; (11) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market;
(111) a banking moratorium shall have been declared in New York either by federal or New York state authorities or in Chile by the Chilean Central Bank or other competent government regulator; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by this Agreement, the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
10. Representations, Covenants and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(p) and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
12. Notices. All communications hereunder will be in writing and effective only upon receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, NY 10036, Facsimile: (646) 855- 5958, Attention: High Grade Transaction ManagementLegal, de.hg ua notices(Mbofa.com; BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019; Attention: Liability Management Group (email: dl.us.liability.management(Dus.bnpparibas.com); J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; Attention: Latin American Debt Capital Markets; and Santander Investment Securities Inc., at 45 East 53rd Street, New York, NY 10022, Attention: Debt Capital Markets; E-mail:
DCMAmericas(asantander.us; Facsimile: 212-407-0930, or, if sent to the Company, will be mailed or delivered to the Corporación Nacional del Cobre de Chile, co Lorena Ferreiro Vidal, General Counsel (No.: 562-2690-3021 email: Lorena.Ferreiro(Mcodelco.cl cc: CodelcoIR(Acodelco.cl) Huérfanos 1270, Santiago, Región Metropolitana, Chile, Attention: Legal Department.
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and, except as expressly set forth in Section 5(¡) hereof, no other person will have any right or obligation hereunder.
14. Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, and waives, to the extent legally permitted, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Cogency Global Inc. as its authorized agent (the Authorized Agent) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the City of New York, New York, by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, in any court of competent jurisdiction in Chile. The Company hereby irrevocably waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim relating thereto. The Company acknowledges that each Initial Purchaser is entering into this Agreement in reliance upon such waiver.
15. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
16. Currency. Each reference in this Agreement to U.S. dollars (the relevant currency) is of the essence. To the fullest extent permitted by law, the obligation of the Company in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Company will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.
Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.
17. Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a Judgment or any other legal process with respect to its obligations hereunder, and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in article 226 of the Mining Code of Chile); and (ii) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Initial Purchasers in any competent court in Chile.
18. Payment Free and Clear. All payments to be made by the Company under this Agreement shall be paid free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature (including any amounts that result from the payment of fees, compensation or reimbursement of costs contemplated in this Agreement or in the Indenture), imposed by Chile, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto (collectively, Chilean Taxes). If any Chilean Taxes are required by law to be deducted or withheld in connection with such payments, the Company will pay such additional amounts as may be necessary so that the full amount of such payment is received by the Initial Purchasers, except that no additional amounts shall be paid with respect to any such taxes, levies, imposts, duties, fees, assessments or charges
(1) imposed by reason of an Initial Purchaser having some connection with the jurisdiction imposing the tax other than solely as a result of its participation as an Initial Purchaser hereunder or (ii) imposed by virtue of an Initial Purchasers failure to comply with any certification, identification or other reporting requirement, if such compliance is required under applicable law as a precondition to relief or exemption from such taxes, levies, imposts, duties, fees, assessments or charges.
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
21. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.
Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
Affiliate shall have the meaning specified in Rule 501(b) of Regulation D.
Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the City of New York, New York, U.S.A. or Santiago, Chile.
BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. $ 1841(k).
Chile shall mean the Republic of Chile.
Commission shall mean the Securities and Exchange Commission.
Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. $ 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. $ 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. $ 382.2(b).
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. $$ 252.81, 47.2 or 382.1, as applicable.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
Execution Time shall mean 5:40 P.M., New York City time, on October 19,
2021.
Investment Company Act shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.
Regulation D shall mean Regulation D under the Act.
Regulation S shall mean Regulation S under the Act.
Trust Indenture Act shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
U.S. Special Resolution Regime means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (11) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers.
Very truly yours, Corporación Nacional del Cobre de Chile
Name: Alejandro Sanhueza Diaz Title: Head of Finance [Signature Page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BofA Securities, Inc.
sy Mula
Name: Maxim Volkov Title: Managing Director
BNP Paribas Securities Corp.
By: Name: Title:
J.P. Morgan Securities LLC
By: Name: Title:
Santander Investment Securities Inc.
By: Name: Title:
Name: Title:
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.
[Signature Page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BofA Securities, Inc.
By: Name: Title:
BNP Paribas Securities Corp.
By: Name: Julien Pecoud-Bouvet Title: Director
J.P. Morgan Securities LLC
By: Name: Title:
Santander Investment Securities Inc.
By: Name: Title:
By: Name: Title:
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.
[Signature Page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BofA Securities, Inc.
By:
Name: Title:
BNP Paribas Securities Corp.
By: Name: Title:
J.P. Morgan Securities LLC ay lito oler
Name: Raimundo Langlois Title: Managing Director
Santander Investment Securities Inc.
By: Name: Title:
By: Name: Title:
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BofA Securities, Inc.
By: Name: Title:
BNP Paribas Securities Corp.
By: Name: Title:
J.P. Morgan Securities LLC
By: Name: Title:
Santander Investment Securities Inc.
BA Name: Richard Zobkiw Title: Executive Director
B EE Deidar y: Name: Erik Deidan Title: Executive Director
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.
[Signature Page to Purchase Agreement]
SCHEDULE I
Principal Amount of Securities
Initial Purchasers to be Purchased BofA Securities, INC. …ooooonconinncnocnonoonononnonornnnnononncononoranononnonoo U.S.$195,000,000 BNP Paribas Securities COTP. cooooonoccnocinoncnnccononnoncnnonnnncononnonono U.S.$195,000,000
J.P. Morgan Securities LLC U.S.$195,000,000 Santander Investment Securities ÍNC……ooonooconincnnnnnmmmmmmm.. U.S.$195,000,000
Total cooooncicnnonnccnonononinoncnnononononononncnnnnrnononn nn canon rn cncnnnnrnona U.S.$780,000,000
SCHEDULE II
Time of Sale Memorandum
1. Preliminary Memorandum, dated October 19, 2021.
2. Pricing Term Sheet, dated October 19, 2021.
EXHIBIT A
Selling Restrictions for Offers and Sales outside the United States
(1) (a) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. Each Initial Purchaser represents and agrees that, except as permitted by Section 4(a)(1) of the Agreement to which this is an exhibit, it has not offered or sold, and will not offer or sell, any Securities constituting part of its allotment to U.S. persons (which term shall not include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)).
Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities. Terms used in this paragraph have the meanings given to them by Regulation S.
(b) Each Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor (as that term is defined by Regulation S) with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Company.
(2) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Securities which are the subject of the offering contemplated by the Offering Memorandum in circumstances in which Section 21(1) of the FSMA does not apply to the Company; (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (c) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the European Economic Area. For the purposes of this provision:
A. the expression retail investor means a person who is one (or more) of the following:
(1) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MiFID IT); or
(11) a customer within the meaning of Directive 200292EC (as amended, the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(111) nota qualified investor as defined in Directive 200371EC (as amended, the Prospectus Directive); and
B. the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes; and (d) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the United Kingdom.
For the purposes of this provision:
A. the expression retail investor means a person who is one (or more) of the following:
(1) (ii) (ii) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the ESMA) and any rules or regulations made under the FSMA to implement Directive (EU) 201697, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA; or not a qualified investor as defined in the Prospectus Regulation as it forms a part of UK domestic law by virtue of the EUWA.;
For purposes of this provision, the expression Prospectus Directive means
Directive 200371EC (including Directive 201073EU) and includes any relevant implementing measure in any Member State of the European Economic Area.
EXHIBIT B
Corporación Nacional del Cobre de Chile
U.S.$5780,000,000 3.700% Notes due 2050
Pricing Term Sheet
Issuer: Corporación Nacional del Cobre de Chile Security Description: 3.700% Notes due 2050 (the Notes)
Type of Offering: Rule 144A Regulation S
Reopening Principal Amount: U.S.$780,000,000
Reopening: The Notes will constitute a further issuance of and will form a single series with the Issuers
U.S.$900,000,000 3.700% Notes due 2050 and the Issuers U.S.$1,000,000,000 3.700% Notes due 2050 (the Original Notes) (for a total aggregate principal amount of
U.S.$2,680,000,000). The Notes will have substantially identical terms as the Original Notes and will become fully fungible with the Original Notes following the termination of certain U.S. selling restrictions. During the periods subject to certain U.S. selling restrictions, the Notes offered pursuant to Regulation S will have temporary CUSIPs and
ISINs.
Maturity Date: January 30, 2050 Coupon: 3.700% Reoffer Price to Public: 97.746% of principal amount, plus accrued interest in the amount of U.S.$8.428 per
U.S.$1,000 principal amount of Notes for the period from and including July 30, 2021 up to but excluding October 22, 2021
Yield to Maturity: 3.831%
Spread to Benchmark Treasury: +175 bps
Benchmark Treasury: 2.375% due May 15, 2051
Benchmark Treasury Price and Yield:
Gross Proceeds to Issuer (excluding accrued interest):
Interest Payment Dates:
Trade Date: Settlement Date:
Optional Redemption:
Tax Redemption:
Additional Amounts:
Day Count Convention: Minimum Denominations: Expected Listing: Expected Ratings*:
Joint Book-Running Managers:
144A CUSIP ISIN:
106-15; 2.081%
U.S.$762,418,800
January 30 and July 30 of each year, commencing January 30, 2022. Interest accrues from July 30, 2021.
October 19, 2021 October 22, 2021 (T+3)
Make-whole Call: Prior to July 30, 2049 (the date that is six months prior to the maturity date), at T+25 bps
Par Call: On or after July 30, 2049 (the date that is six months prior to the maturity date)
In the event of certain changes in the withholding tax treatment relating to payments on the Notes, redeemable in whole but not in part, at 100% of their principal amount, plus accrued and unpaid interest to the date of redemption, and any additional amounts due thereon.
In the event of withholding on account of certain taxes imposed by Chile, Issuer will pay additional amounts.
30360
U.S.$200,000 U.S.$1,000
Luxembourg Euro MTF
A3, negative A, stable (Moodys SézP)
BNP Paribas Securities Corp.
BofA Securities, Inc.
J.P. Morgan Securities LLC
Santander Investment Securities Inc.
21987BBAS US21987BBA52
Regulation S CUSIP ISIN: P3143NBFO0 USP3143NBF08
Temporary Regulation S CUSIP ISIN for the 40- P3143NBN3 USP3143NBN32 day distribution period:
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by the sender.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and are being offered only (i) to qualified institutional buyers under Rule 144A of the Securities Act and (ii) outside the United States in compliance with Regulation S under the Securities Act.
Delivery of the Notes is expected on or about October 22, 2021 which will be the third business day following the date of pricing of the Notes (this settlement cycle being referred to as T+3). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade Notes prior to their date of delivery hereunder should consult their own advisor.
The information in this term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. This term sheet should be read in conjunction with the Preliminary Offering Memorandum.
The Notes to which this pricing term sheet relates 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). 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 201465EU (as amended, MiFID IP); (11) a customer within the meaning of Directive 201697EU (as amended, the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID Il; or (iii) not a qualified investor as defined in Regulation (EU) 20171129 (as amended or superseded, the Prospectus Regulation). Consequently, no key information document required by Regulation No 12862014EU (as amended, the PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This pricing term sheet is only being distributed to, and is only directed at, persons who are outside the United Kingdom or persons in the United Kingdom that are (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order, or (ii) 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 (each such person being referred to as a relevant person). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
The Notes to which this pricing term sheet relates 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 United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (1) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA); (11) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA; or (i11) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). Consequently, no key information document required by the PRITPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
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SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
Link al archivo en CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=dc56185ef3822ac98ddebd4220a5336bVFdwQmVVMVVSWGROUkZGNVRucE5NRTVCUFQwPQ==&secuencia=-1&t=1682376108