COMISIÓN PARA EL MERCADO FINANCIERO CHILE
1.0
2.0
FORMULARIO HECHO ESENCIAL
COLOCACIÓN DE BONOS EN EL EXTRANJERO
IDENTIFICACIÓN DEL EMISOR
1.1
1.2
1.3
1.4
1.5
1.6
1.7
Razón Social Corporación Nacional del Cobre de Chile
Nombre fantasía CODELCO-CHILE
R.U.T. 61.704.000-K
N* Inscripción Reg. Valores 785
Dirección Huérfanos 1270, Comuna de Santiago, Santiago
Teléfono 22 690 3000
Actividades y negocios Ver Anexo 1.
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
PÚB
LICA 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
Moneda de denominación | Dólares de los Estados Unidos de América (US$). |
Moneda total emisión [US$ 2.000.000.000 |
Portador a la orden Bonos registrados a nombre de los tenedores en los libros de The Depository Trust Company (DTC)
Series Bono Enero 2034 -Bono Septiembre 2053
Monto de la serie US$ 1.300.000.000 y US$ 700.000.000
N* de bonos Ver 3.4.3
Valor nominal bono US$200.000 mínimo. En caso de sumas superiores, serán por múltiplos de US$1,000.
Tipo reajuste NA
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3.4.5
3.4.6
Tasa de interés
Fecha de emisión
5.950% y 6.300% respectivamente
05092023 Para cada serie llenar la siguiente tabla de desarrollo
Bonos Enero 2034:
El capital de los bonos será pagadero en su integridad a su vencimiento, el día 08 de enero de
2034 Los bonos devengarán un interés de 5.950% anual, base de un año de 360 días, el cual será pagadero en 21 cuotas los días 8 de enero y 8 de julio de cada año, a partir del 8 de enero de 2024.
Los intereses serán devengados desde el 8 de septiembre de 2023
N2 N? Cuota Fecha Intereses Amortización Total Cuota Saldo Capital Cuota Amortiz.
Interés
1 – 8 Ene 2024 25.783.333,3 – 26.498.983 1.300.000.000
2 – 8 Jul 2024 38.675.000,0 – 38.779.000 1.300.000.000
3 – 8 Ene 2025 38.675.000,0 – 38.779.000 1.300.000.000
4 – 8 Jul 205 38.675.000,0 – 38.779.000 1.300.000.000
5 – 08 Ene 26 38.675.000,0 – 38.779.000 1.300.000.000
6 – 08 Jul 26 38.675.000,0 – 38.779.000 1.300.000.000
7 – 08 Ene 27 38.675.000,0 – 38.779.000 1.300.000.000
8 – 08 Jul 27 38.675.000,0 – 38.779.000 1.300.000.000
9 – 08 Ene 28 38.675.000,0 – 38.779.000 1.300.000.000
10 – 08 Jul 28 38.675.000,0 – 38.779.000 1.300.000.000
11 – 08 Ene 29 38.675.000,0 – 38.779.000 1.300.000.000
12 – 08 Jul 29 38.675.000,0 – 38.779.000 1.300.000.000
13 – 08 Ene 30 38.675.000,0 – 38.779.000 1.300.000.000
15 – 08 Jul 30 38.675.000,0 – 38.779.000 1.300.000.000
15 – 08 Ene 31 38.675.000,0 – 38.779.000 1.300.000.000
16 – 08 Jul 31 38.675.000,0 – 38.779.000 1.300.000.000
17 – 08 Ene 32 38.675.000,0 – 38.779.000 1.300.000.000
18 – 08 Jul 32 38.675.000,0 – 38.779.000 1.300.000.000
19 – 08 Ene 33 38.675.000,0 – 38.779.000 1.300.000.000
20 – 08 Jul 33 38.675.000,0 – 38.779.000 1.300.000.000
21 – 08 Ene 34 38.675.000,0 1.300.000.000 1.338.675.000 0
Bonos Septiembre 2053:
El capital de los bonos será pagadero en su integridad a su vencimiento, el día 8 de enero de 2053.
Los bonos devengarán un interés de 6.300% anual, base de un año de 360 días, el cual será pagadero en 60 cuotas los días 8 de marzo y 8 de septiembre de cada año, a partir del 8 de marzo de 2024. Los intereses serán devengados desde el 83 de septiembre de 2023.
N? N? Cuota Fecha Intereses Amortización | Total Cuota | Saldo Capital Cuota Amortiz.
Interés
1 – 08 Mar 24 22.050.000 – 22.050.000 700.000.000
2 – 08 Sep 24 22.050.000 – 22.050.000 700.000.000
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3 – 08 Mar 25 22.050.000 22.050.000 700.000.000
4 – 08 Sep 25 22.050.000 22.050.000 700.000.000
5 – 08 Mar 26 22.050.000 22.050.000 700.000.000
6 – 08 Sep 26 22.050.000 22.050.000 700.000.000
7 – 08 Mar 27 22.050.000 22.050.000 700.000.000
8 – 08 Sep 27 22.050.000 22.050.000 700.000.000
9 – 08 Mar 28 22.050.000 22.050.000 700.000.000
10 – 08 Sep 28 22.050.000 22.050.000 700.000.000
11 – 08 Mar 29 22.050.000 22.050.000 700.000.000
12 – 08 Sep 29 22.050.000 22.050.000 700.000.000
13 – 08 Mar 30 22.050.000 22.050.000 700.000.000
14 – 08 Sep 30 22.050.000 22.050.000 700.000.000
15 – 08 Mar 31 22.050.000 22.050.000 700.000.000
16 – 08 Sep 31 22.050.000 22.050.000 700.000.000
17 – 08 Mar 32 22.050.000 22.050.000 700.000.000
18 – 08 Sep 32 22.050.000 22.050.000 700.000.000
19 – 08 Mar 33 22.050.000 22.050.000 700.000.000
20 – 08 Sep 33 22.050.000 22.050.000 700.000.000
21 08 Mar 34 22.050.000 22.050.000 700.000.000
22 08 Sep 34 22.050.000 22.050.000 700.000.000
23 08 Mar 35 22.050.000 22.050.000 700.000.000
24, 08 Sep 35 22.050.000 22.050.000 700.000.000
25 08 Mar 36 22.050.000 22.050.000 700.000.000
26 08 Sep 36 22.050.000 22.050.000 700.000.000
27 08 Mar 37 22.050.000 22.050.000 700.000.000
28 08 Sep 37 22.050.000 22.050.000 700.000.000
29 08 Mar 38 22.050.000 22.050.000 700.000.000
30 08 Sep 38 22.050.000 22.050.000 700.000.000
31 08 Mar 39 22.050.000 22.050.000 700.000.000
32 08 Sep 39 22.050.000 22.050.000 700.000.000
33 08 Mar 40 22.050.000 22.050.000 700.000.000
34 08 Sep 40 22.050.000 22.050.000 700.000.000
35 08 Mar 41 22.050.000 22.050.000 700.000.000
36 08 Sep 41 22.050.000 22.050.000 700.000.000
37 08 Mar 42 22.050.000 22.050.000 700.000.000
38 08 Sep 42 22.050.000 22.050.000 700.000.000
39 08 Mar 43 22.050.000 22.050.000 700.000.000
40 08 Sep 43 22.050.000 22.050.000 700.000.000
41 08 Mar 44 22.050.000 22.050.000 700.000.000
42 08 Sep 44 22.050.000 22.050.000 700.000.000
43 08 Mar 45 22.050.000 22.050.000 700.000.000
44 08 Sep 45 22.050.000 22.050.000 700.000.000
45 08 Mar 46 22.050.000 22.050.000 700.000.000
46 08 Sep 46 22.050.000 22.050.000 700.000.000
47 08 Mar 47 22.050.000 22.050.000 700.000.000
48 08 Sep 47 22.050.000 22.050.000 700.000.000 A9 08 Mar 48 22.050.000 22.050.000 700.000.000
50 08 Sep 48 22.050.000 22.050.000 700.000.000
51 08 Mar 49 22.050.000 22.050.000 700.000.000
52 08 Sep 49 22.050.000 22.050.000 700.000.000
53 08 Mar 50 22.050.000 22.050.000 700.000.000
54 08 Sep 50 22.050.000 22.050.000 700.000.000
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3 COMISIÓN PARA EL MERCADO FINANCIERO
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55 08 Mar 51 22.050.000 22.050.000 700.000.000
56 08 Sep 51 22.050.000 22.050.000 700.000.000
57 08 Mar 52 22.050.000 22.050.000 700.000.000
58 08 Sep 52 22.050.000 22.050.000 700.000.000
59 08 Mar 53 22.050.000 22.050.000 700.000.000
60 08 Sep 53 22.050.000 700.000.000 722.050.000 0
3.5 Garantías
3.5.1 Tipo y montos de las garantías No aplica.
3.6 Amortización Extraordinaria:
3.6.1 Procedimientos y fechas: No aplica.
4.0 OFERTA: Pública | |PrivadaX | | XK]
5.0 PAÍS DE COLOCACIÓN
5.1 Nombre Bonos vendidos a los Compradores Iniciales ( nítial Purchasers, según dicho concepto se define en el Purchase Agreement, definido más abajo) 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 05 de septiembre de 2023. 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
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COMISIÓN PARA EL MERCADO FINANCIERO CHILE
Contrato de Compraventa (Purchase Agreement) celebrado el día 05 de septiembre de 2023 entre (A) Corporación Nacional del Cobre de Chile, como emisor de los bonos, y (B) BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC y Scotia Capital (USA) Inc, como Compradores Iniciales (Initial Purchasers). Ver Anexo 3.
El objeto del Purchase Agreement fue la adquisición, por los Compradores Iniciales (nitiíal 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.
71.2 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.
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8.0 OTROS ANTECEDENTES IMPORTANTES
9.0
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 744 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.
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 CMF), 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 08 de Septiembre de 2023.
NOMBRE CARGO C.N.l. FIRMA |
AÑ >
Rubén Presidente 7.846.224-8 Alvarado V. Ejecutivo
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ANEXO 1
MEMORIA ANUAL https: www.codelco.commemoria2022sitedocs2023020520230205182458memoria_ integrada 2022 codelco.p df
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ANEXO 2
OFFERING MEMORANDUM
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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 (THE EEA) 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 (THE EUWA). NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 12862014 (AS AMENDED, THE PRIPS REGULATION) OR IN THE UNITED KINGDOM 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 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 (ID) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, (III) PERSONS FALLING WITHIN ARTICLES 19(2)(A4) 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.$1,300,000,000 5.950% Notes due 2034
U.S.$700,000,000 6.300% Notes due 2053
The notes due 2034 (the 2034 notes) will bear interest at the rate of 5.950% per year and will mature on January 8,
2034, and the notes due 2053 (the 2053 notes) will bear interest at a rate of 6.300% per year and will mature on September 8, 2053. We refer to the 2034 notes and the 2053 notes, collectively as the notes and, separately, as a series of notes. The interest on the 2034 notes will be payable semi-annually in arrears on January 8 and July 8 of each year, beginning on January 8, 2024. The interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, beginning on March 8, 2024.
We may redeem each series of notes at our option, in whole or in part, at any time and from time to time prior to the date that is three months in respect of the 2034 notes and six months in respect of the 2053 notes, respectively, prior to the maturity date of each series of notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of each series of 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 each series of notes at our option, in whole or in part, at any time and from time to time, beginning on the date that is three months, in respect of the 2034 notes, and six months in respect of the 2053 notes, respectively, prior to the maturity date of each series of notes, at a redemption price equal to 100% of the outstanding principal amount of each series of 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 each series of 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 will rank without any preference equally 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 use the net proceeds from the sale of the 2034 notes and 2053 notes, in each case, for general corporate purposes. We intend to apply to list both series of notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange; however, neither series of notes have been listed yet. Currently, there is no public market for the notes. No guarantee can be given that such application will be approved or that both series of notes will trade in the Euro MT’F market.
See Risk Factors beginning on page 17 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 will not be registered under Law No. 18,045, as amended, (the Securities Market Law) with the Chilean Financial Market Commission (Comisión para el Mercado Financiero or CMF) and, accordingly, the notes cannot and will not be offered or sold to persons in Chile except in circumstances in which they are offered in reliance on an available exemption from such registration. The notes may be privately offered in Chile to certain qualified investors, pursuant to Rule (Norma de Carácter General) No. 216, dated June 12, 2008, and to Rule (Norma de Carácter General) No. 336, dated June 27, 2012, of the CMF.
The notes are being offered pursuant to an exemption from the requirement to publish a prospectus under 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.
The notes are being offered pursuant to an exemption from the requirement to publish a prospectus under the UK Prospectus Regulation and this offering memorandum has not been approved by a competent authority within the meaning of the UK 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 United Kingdom.
Issue price per note due 2034: 99.887% plus accrued interest, if any, from September 8, 2023.
Issue price per note due 2053: 99.586% plus accrued interest, if any, from September 8, 2023.
Both series of 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 September 8, 2023.
Joint Book-Running Managers
BNP PARIBAS Citigroup J.P. Morgan Santander Scotiabank
The date of this offering memorandum is September 5, 2023.
We have not, and the initial purchasers have not, authorized anyone to provide any information other than that contained in this offering memorandum. We and the initial purchasers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Prospective investors should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum.
After having made all reasonable inquiries, we confirm that (i) the information contained in this offering memorandum is true and accurate in all material respects, (ii) the opinions and intentions expressed herein are honestly held and (iii) there are no other facts the omission of which would make this offering memorandum as a whole, or any of such information or the expression of any such opinions or intentions, misleading. CODELCO accepts responsibility accordingly.
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to CODELCO, the Company, we, our, ours, us or similar terms refer to Corporación Nacional del Cobre de Chile (CODELCO) together with its subsidiaries.
TABLE OF CONTENTS
Page Note Regarding Forward-Looking StateMenN8S .ooooocononoconoconnncnnnnnnnonnnonnnnnnnnnnon noc nonnn cono cn no nono nn nr on nr on nr nn non n ron nnnnn rmac nacnnno v Enforceability of Civil LiabilitiesS.oooonconnconncnnncnnnnnncnnonononcnnncono coro cnno nono rnncnnnonn nono nonnnrnn non nnnn rra nn nn cone nn nano nronn ron nrnnnonns vi Presentation of Financial and Statistical Informati0N .o.oonnncoonnonnnoncnononnnonnnonnnonnnnononnnconn cnn cono cono nn nono nr on nr on nrnnconnrnn conos vil SUMMA Y oocccnncnnonnnnonononnnononnnonnno cone nen nn Ran RR RR RR RRE RR RR RRA RRA RRA RRA RIN RR RR RRA RR R RAND RR RRR RR ORD RR rn nr anne nnnnnnnns 1 O 17 Use Of PTOCReÓS ocooooccccoccconononononnonncnnonocnono nero nonn one rnn enn ron none Renan e RR RR RR RR nn RR RR RR RRE RRE RR RENA RRR RR RED RRRR RR NERO RN REIR R RR RRnR RR RR Re nine rn nrnnannrnno 35 ¡EIA A 36 ¡ETS A 38 Selected Consolidated Financial Data .ooonnccniccnocanocnnoncnnnconocononnnoonnnon nono nonnrnnnonnnnnn ro nn non non nn neon nn nn nr on nn rnn non nnnnn rra cn nennnno 39 Selected Operating Data .oooooonononocnoconnnonnnnonnonnnnnnonnn con cnno cnn none nn RR Rn RR an R Inn RR RR RON RON RR RR NRO RR RR RR RR RR RR RON R RR RR RR RR NOR R nan non nn nn nana cnnno 43 Management’s Discussion and Analysis of Financial Condition and Results of Operati0NS .ooococnncnoccnonoccnoncnncnnnnnon 45 Business and PTODErti8S .ooocooonoccnoconoconncnnncnnnonnnonnnonnnonn corn nnnn non RG RR nn RR On RR RR RR RR RR RR RR RR RR RR R RR RON RON AGORA RN RR Rn RR Rn DOOR RR an nr nn near nnnnnnnnnns 69 Overview of the Copper Market .ooooonocionnoonnoccnnnconnnnnnonnconnnnnnonn nono non nono nn cnn nn enn RR On RR On RR NR RR nn NOR Ron no nn nana nn naco nn rn nennnconnnonss 95 AMES A 97 MEA 105 Related Party TranSacti0WS .oooooconoconoconononnnonnnonoconocono cre rnn cono c neon nono RR On REO R O OR RR OR RR NR RR RR R OR NOR RR ROD O NR NOR RRnRR nn nn nn nn nn anne cn nnnnnss 109 Foreign Investment and Exchange Controls in Chil€ .oooooonicnnncnionnonnconoconononcnnnonnnonnnonn nono nnnn cono nnnn cnn cn nn rn n crac nn cnnnnnnos 111 NS 112 IA 126 Plan of DistributiON .ocoonncnonnnononcnnnononononenononncn nono cn nonn nro nono ne ron nan enn R nn nn RR Renan EDO R RR RRRRnR RR NERO RR R RO R RR RRE Don en non nrnn en nnn cre ra noneóns 130 Transfer RestricCtiONS.concooonncnnononnnonnononennonnonnnnnonncnn none ro none ron nnn Ren nn nn Rene RaR EDO R ERROR R RR RR NR RR R NOR NR RR RO RR Do Ron Ron nrnn an nrnnnn nera naneóns 137 NED 140 Independent AUdItOTS .oooooonocnnonnonnconoconono nono nonnnonnnn nono nn none nn nn RR nn RR R GRO On R O RR DORA RN RR RR R RON R ARO R ROO R RON RR RON INR RON RRNRR nn nn nero nn nana cnnnnnnss 141 Glossary of Certain Mining TerIWS .ooooncccnnonoonconnconncononnnonn nooo nonn nono nonn no nn nn nn Ron Ran RR RR RR O RR RR RR RR On RR RR RR nn NOR RR nn nn narran nan nnnnnnnns 142 General INfOrMAti0N .oooonnonocnncnonnnecnnnonocononennnonnon nono nooo ron noe nn noe Ren RnR enn R nn RR RR nn RRE ROD RR REN R RR RR NR RR NONE RR Ran R RR Ron Ran anne nn nr nani neranines 146 Index to Financial StateMentS .ooococccnonononcnnonocnnnonononnnnnnorocoonnnn nono onnnen anne ren anR nn De Roa RnR Dn DR RR RR DR Re ORO RR RR RR RnR Dn On an RR ra oran ana neon anannnaos F-1
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., CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, SANTANDER US CAPITAL MARKETS LLC AND SCOTIA CAPITAL (USA) INC. OR ANY PERSON ACTING FOR ANY OF THEM, MAY OVER-ALLOT OR EFFECT ‘”TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION FOR BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, SANTANDER US CAPITAL MARKETS LLC, AND SCOTIA CAPITAL (USA) INC., OR ANY PERSON ACTING FOR ANY OF THEM, TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
You must: (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes; and (ii) obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales; neither we nor the initial purchasers shall have any responsibility therefor.
In this offering memorandum, unless otherwise specified or the context otherwise requires, a reference to a law or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
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
li 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 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 noperson 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 Order) 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 Il; 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); (ti) 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 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.
1ii
See Risk Factors beginning on page 17 for a description of certain risks you should consider before investing in the notes.
iv
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. < 5
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 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.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
New risk factors emerge from time to time and it is not possible for us to predict all such risk factors. We cannot assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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.
If 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 the stamp taxes (currently at a rate of 0.066%. per month or fraction thereof elapsed between the issuance and the maturity of the notes, calculated over the principal amount of the notes, with a maximum 0.8% over the principal amount, which would be the stamp tax rate applicable to this case to be paid by CODELCO), 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 Cogency Global Inc. in New York City as its agent upon whom process may be served in any action arising out of or based
vi upon, respectively, the notes, the indenture, the purchase agreement or the transactions contemplated thereby, which may be instituted in any federal or state court having subject matter jurisdiction. See Description of Notes.
Pursuant to the Chilean Mining Code, mining concessions as well as certain raw materials and other property or assets permanently dedicated to the exploration or extraction of minerals cannot be subject to an order of attachment, except with respect to mortgages, in the case that the debtor consents to the attachment in the same enforcement proceeding or when the debtor is a stock corporation. In addition, pursuant to the Chilean constitution (the Constitution), mining concessions corresponding to mining deposits exploited by CODELCO upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by CODELCO. As a result, the rights of holders to attach property of CODELCO in the event of a default under the notes would be limited by such provisions. See Regulatory Framework-Mining Regulations.
vii
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 UE 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 E are to the legal currency of the European Economic and Monetary Union.
CODELCO, as an issuer of publicly traded securities in Chile, is required by Circular No. 368 (Oficio Circular No. 368) of October 2006, as amended, of the Chilean Market Commission (Comisión para el Mercado Financiero, the Chilean securities authority, or CMF) 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, 2020 and 2021 and the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2022 included herein are referred to as the 2020-2021 Consolidated Financial Statements and the 2021-2022 Consolidated Financial Statements, respectively. The 2020-2021 Consolidated Financial Statements and the 2021-
2022 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, 2023 and for the six-month periods ended June 30, 2022 and 2023 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 Audited Annual 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 No. 1,350 of
1976 (Decree Law No. 1,350), published in the Diario Oficial de la República de Chile ( Official Gazette) on February 28, 1976, as amended by Law No. 20,392 ( Law 20,392) published in the Official Gazette on November
14, 2009, and for periods after January, 1, 2009, in accordance with IFRS. Decree Law No. 1,350 is the Chilean law pursuant to which CODELCO was created and which provides for its governance.
Because the notes offered hereby have not been and will not be registered with the SEC, this offering memorandum does not and is not required to comply with the applicable requirements of the Securities Act, and the related rules and regulations adopted by the SEC, which would apply if the notes offered hereby were being registered with the SEC.
The U.S. dollar is the currency used in the primary economic environment in which CODELCO operates.
Nevertheless, as an international company operating primarily in Chile, as well as in several other Latin American countries, several European countries and China, a portion of CODELCO*s business is transacted in Chilean pesos and other non-dollar currencies.
The body of generally accepted accounting principles is commonly referred to as GAAP. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the 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.
viii
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 No. 36. Cash cost is calculated in accordance with the methodology specified by Brook Hunt €z 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 earnings to fixed charges (adjusted), for the relevant periods.
These non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Neither the assumptions underlying the non-GAAP financial measures have been audited in accordance with International Standards on Auditing or any other auditing standards.
In evaluating the non-GAAP financial measures, investors should carefully consider the financial statements of the Company included in this offering memorandum. Although certain of this data has been extracted or derived from the financial statements included in this offering memorandum, this data has not been audited or reviewed by the independent auditors.
Under the accounting policies adopted by CODELCO, gross profit is calculated before the provision for a
10% special export tax. Under Law No. 21,174 of 2019, as amended, that repealed Law No.13,196 of 1958 (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 5.0% and 14.0% in accordance with Law No. 20,026. See
ix
Risk Factors-Risks Relating to CODELCO*s Relationship with the Government of Chile-CODELCO is subject to special taxes for additional information on these special taxes, including the mining tax rate effective for 2020,
2021, and 2022.Certain figures included in this offering memorandum and in the Consolidated Financial Statements have been rounded for ease of presentation. Percentage figures included in this offering memorandum have in some cases been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this offering memorandum may vary from those obtained by performing the same calculations using the figures in the Consolidated Financial Statements. Certain other amounts that appear in this offering memorandum may not sum due to rounding.
The Observed Exchange Rate (as defined herein under Exchange Rates) reported by the Central Bank of Chile (i) as of January 2, 2020 was Ch$748.74 = U.S.$1.00; (ii) as of January 4, 2021 was Ch$710.95 = U.S.$1.00; (iii) as of January 3, 2022 was Ch$844.69 = U.S.$1.00; (iv) as of July 1, 2022 was Ch$932.08 = U.S.$1.00, (v) as of January 3, 2023 was Ch$855.86 = U.S.$1.00 and (v) as of July 3, 2023 was Ch$801.66 = U.S.$1.00. This offering memorandum contains translations of certain Chilean peso amounts into dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Chilean peso amounts actually represent such dollar amounts or could, at this time, be converted into dollars at the rate indicated.
The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. Unless otherwise indicated, such dollar amounts have been converted from Chilean pesos at an exchange rate of Ch$855.86 per U.S.$1.00, which corresponds to the Observed Exchange Rate on January 3, 2023. As of September 5, 2023, the Observed Exchange Rate was Ch$854.99 per U.S.$1.00. 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 49.0% direct share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and 51.0% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Inc., or (ii) CODELCOs 20.0% share of Anglo American Sur S.A. (Anglo American Sur), unless otherwise specified. See Business and Properties-Copper Production-Associations, Joint Ventures and Partnerships-SCM El Abra and -Anglo American Sur for a description of these interests.
Certain terms relating to the copper mining business are defined in Glossary of Certain Mining Terms.
Market information regarding CODELCO*s share of copper production, reserves and relative cost position has been derived by CODELCO from third-party sources, including reports from Brook Hunt €: Associates, and from CODELCO’s own industry research. Brook Hunt €: Associates publishes periodic reports containing global copper production data and cost analysis by mine site. While CODELCO believes that its estimates are reliable, such estimates have not been confirmed by independent sources. The Consolidated Financial Statements do not necessarily reflect the value of CODELCO*s mining concessions or its resources and reserves. Fair value of mining properties acquired through business combinations is reflected in the Consolidated Financial Statements when acquired.
With respect to any information included herein and specified to be sourced from a third party, CODELCO confirms that such information has been accurately reproduced and that, as far as CODELCO is aware and is able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
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.
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.$17.0 billion in 2022). As of December 31, 2022, CODELCOSs total assets were U.S.$44.7 billion and equity amounted to U.S.$11.7 billion. As of June 30, 2023, CODELCOS*s total assets were U.S.$45.5 billion and equity amounted to U.S.$11.5 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 5.3% of the world’s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2022, CODELCO had an estimated 7.2% share of total world copper production, with production amounting to approximately 1.553 million metric tons, including: (1) CODELCOS*s share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and owned 49.0% by CODELCO and 51.0% 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 20.0% indirect share), and an estimated 9.1% share of the world?s molybdenum production, with production amounting to approximately 20.1 metric tons excluding CODELCO*s share of Anglo American Sur.
CODELCOs main commercial product is Grade A cathode copper. In 2022 and for the six-month period ended June 30, 2023, CODELCO derived 91.1% and 89.9% of its total sales from copper and 8.9% and 10.1% of its total sales from byproducts of its copper production, respectively.
CODELCOSs sales of copper in 2022 were geographically diversified, with approximately 53.0% of sales made to Asia, including approximately 37.7% to China, as well as approximately 35.1% to North and South America,
11.6% to Europe and 0.3% to Africa. CODELCO’s top ten customers purchased approximately 40.1% of its total copper sales volume in 2022.
CODELCOSs copper operations are divided into the following eight divisions: . 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 2022, this division produced 405,429 metric tons of copper, or 26.1% of CODELCO’s total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 105.2 cents per pound, compared to 108.6 cents per pound in 2021, and a total cash cost of U.S.$930.5 million in 2022, compared to U.S.$1,088.3 million in 2021. During the first six months of 2023, this division produced 174,002 metric tons of copper with a cash cost of 141.9 cents per pound and a total cash cost of U.S.$537,4 million.
. The Radomiro Tomic Division operates the Radomiro Tomic mine, which began its first full year of production in 1998. In 2022, this division produced 301,062 metric tons of copper cathodes, or 19.4% of CODELCOSs total copper output (including CODELCO”s share of the El Abra deposit and Anglo American Sur), with a cash cost of 205.6 cents per pound, compared to 138.6 cents per pound in 2021, and a total cash cost of U.S.$1,351.9 million in 2022 compared to U.S.$989.0 million in 2021. During the first six months of 2023, this division produced 155,101 metric tons of copper with a cash cost of 230.0 cents per pound and a total cash cost of U.S.$776.8 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 2022, this division produced 268,348 metric tons of copper cathodes, or 17.3% of CODELCO'”s total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 127.4 cents per pound, compared to 116.2 cents per pound in 2021, and a total cash cost of U.S.$740,7 million in 2022, compared to U.S.$801.7 million in 2021. During the first six months of 2023, this division produced 117,521 metric tons of copper with a cash cost of 155.6 cents per pound and a total cash cost of U.S.$394.6 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 2022, this division produced 152,167 metric tons of copper, or 9.8% of CODELCOSs total copper output (including CODELCOS”s share of the El Abra deposit and Anglo American Sur), with a cash cost of 129.6 cents per pound, compared to 89.2 cents per pound in 2021, and a total cash cost of U.S.$420.1 million in 2022, compared to U.S.$430.3 million in 2021. During the first six months of 2023, this division produced 48,358 metric tons of copper with a cash cost of 322.9 cents per pound and a total cash cost of U.S.$332.9 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
2022, this division produced 177,027 metric tons of copper, or 11.4% of CODELCO’s total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 187.5 cents per pound, compared to 154.9 cents per pound in 2021, and a total cash cost of U.S.$707.0 million in 2022, compared to U.S.$584.6 million in 2021. During the first six months of 2023, this division produced 79,937 metric tons of copper with a cash cost of 228.9 cents per pound and a total cash cost of U.S.$389.7 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 2022, this division produced 109,524 metric tons of copper, or 7.1% of CODELCOS*s total copper output (including CODELCO”s share of the El Abra deposit and Anglo American Sur), with a cash cost of
275.8 cents per pound, compared to 193.4 cents per pound in 2021, and a total cash cost of U.S.$665.9 million in
2022, compared to U.S.$430.3 million in 2021. During the first six months of 2023, this division produced 48,472 metric tons of copper with a cash cost of 315.5 cents per pound and a total cash cost of U.S.$337.2 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 2022, this division produced
32,065 metric tons of copper cathodes, or 2.1% of CODELCOSs total copper output (including CODELCO*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 389.6 cents per pound, compared to 268.0 cents per pound in 2021, and a total cash cost of U.S.$271.7 million in 2022, compared to U.S.$311.4 million in
2021. During the first six months of 2023, this division produced 9,306 metric tons of copper with a cash cost of
557.5 cents per pound and a total cash cost of U.S.$113.8 million. As of June 30, 2023, the Inca Pit project was under construction. 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 2022, this division refined 370,663 metric tons of copper, compared to 400,000 metric tons of copper in 2021. During the first six months of 2023, the Ventanas Division refined 176,300 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. In May 2023, Law No. 21,546 permitted the gradual closure of the Ventanas smelterrefinery complex and after almost 60 years of operation, the furnaces at Ventanas Division smelting plant were shut down. Currently, the transition of its former workers is progressing, with measures such as training and transfer them to other CODELCOSs smelting plants, in addition to retirement incentive policies. CODELCO will continue to operate in the area through its refinery.
The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division, the Gabriela Mistral Division and the Salvador Division form part of CODELCOs 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.
Competitive Strengths
CODELCO believes that it has certain distinguishing competitive strengths: . Copper Reserves. CODELCO controls approximately 5.3% of the world’s proved and probable copper reserves. In 2022, CODELCO”s proved and probable reserves represented at least 30 years of future production at current levels.
. Market Presence. CODELCO is the largest copper producer in the world, with an estimated 7.2% share of the total world copper production and 1.55 million metric tons (including CODELCO”s share of the El Abra deposit and Anglo American Sur) of production in 2022. CODELCO is also one of the largest producers of molybdenum in the world, with an estimated 9.1% share of total world molybdenum production, producing 20,498 metric tons in 2022 (excluding CODELCOs share of Anglo American Sur). CODELCO believes that its significant market presence gives the Company certain advantages in the marketing of its products.
. 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. . 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. . Financial Strength. In 2022, CODELCO”s Adjusted EBITDA amounted to U.S.$5.6 billion, total debt to capitalization as of December 31, 2022 was 59.3%, and the ratio of net financial debt to Adjusted EBITDA was 3.0.
As of June 30, 2023, CODELCOs Adjusted EBITDA amounted to U.S.$1.8 billion and total debt to capitalization as of June 30, 2023 was 63.5%.
. 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.
. One of the Leading Companies in Chile. CODELCO is one of the largest companies in Chile in terms of revenues as of December 31, 2022 (U.S.$17.0 billion) and is a key contributor to the budget of the Government of Chile. In 2022, CODELCO contributed U.S.$2.4 billion to the Chilean Treasury and accounted for approximately
13.1% 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
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 CODELCOs experienced workforce, utilizing its advanced technological assets in key areas and by executing the following key strategic initiatives:
. 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, CODELCO expects
to make capital expenditures of approximately U.S.$14.1 billion between 2023 and 2025, 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 2023 and 2025 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 in
2019 (an approximate investment of U.S.$1.2 billion between 2023 and 2025). 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. After adjusting for this additional work and new reinforcement infrastructure, the project was completed in September 2022.
The program considers three main investments: the Initial Exploitation, already completed, and the works associated with the Continuity Infrastructure and the Development of the Mine. As of June 30, 2023, the first phase for continuity infrastructure, which allows continuing the exploitation in more sectors of the mine, has achieved approximately 36% completion. Furthermore, the plans for the second phase for continuity of infrastructure are currently being discussed.
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.$59.3 million between 2023 and 2025). 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 in the commissioning phase, and its overall progress was 99.2% as of June 30, 2023. Only minor works remain in the primary and secondary crusher for the projects completion.
o The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$1.7 billion between 2023 and 2025) 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. Currently, the new mining level has been divided into three separate projects: (i) Andes Norte, (ii) Diamante, and (iii) Andesita. As of June 30, 2023, completion progress at the Andes Norte, Diamante and Andesita works was 79.6%, 29.2% and 30.1%, respectively.
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.$461.7 million between 2023 and 2025. As of June 30, 2022, the project was under construction and approximately
54.8% is 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 industry?s cost curve. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industry?s cost curve in the long-term. In 2022, CODELCOSs total costs and expenses increased by 56.6 cents per pound (22.2%) to 310.9 cents per pound, compared to 254.3 cents per pound in 2021 and 241.8 cents per pound in 2020, mainly due to higher input prices and lower production volume, partially offset by foreign exchange rate depreciation of the Chilean peso against the U.S. dollar. For the first six months of 2023, CODELCOSs total costs and expenses increased by 129.5 cents per pound (48.8%) to 395.0 cents per pound, compared to 265.5 cents per pound for the same period in 2022, mainly due to lower production and the use of inventory, and higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and a decrease in exchange rates, impacted salaries and contracts, contributing to an overall increase in cash costs. In
2022, CODELCOSs total costs and expenses increased to U.S.$9.9 billion, compared to U.S.$9.1 billion in 2021,
and to U.S.$8.6 billion in 2020, due to lower production and higher input prices and depreciation of the Chilean peso against the U.S. dollar (2022 compared to 2021). For the first six months of 2023, CODELCOS’s total costs and expenses amounted to U.S.$5.5 billion, compared to U.S.$4.3 billion for the same period in 2022. In 2022, CODELCOSs cash cost of production was 165.4 cents per pound, compared to 132.7 cents per pound in 2021 and
129.4 cents per pound in 2020. For the first six months of 2023, CODELCOs cash cost of production was 212.9 cents per pound, compared to 150.6 cents per pound for the same period in 2022. In 2022, CODELCOSS total cash cost was U.S.$5.2 billion, compared to U.S.$4.7 billion in 2021 and U.S.$4.5 billion in 2020. For the first six months of 2023, CODELCOSs total cash cost was U.S.$2.9 billion, as compared to U.S.$2.4 billion for the same period in 2022 (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 CODELCO’s 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.
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 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 CODELCO*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 CODELCOs 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 49.0%) and (ii) the association with Anglo American plc (Anglo American), Mitsui 6 Co., Ltd. (Mitsui) and Mitsubishi Corporation (Mitsubishi Corporation) in Anglo American Sur (CODELCO owns an indirect 20.0% 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 sustainability targets, which it hopes to reach by December 2030, and include: (1) 70.0% reduction of greenhouse gas emissions from 2019 levels; (ii) 60.0% reduction of unitary continental water consumption from 2019 levels; (iii) recycling 65.0% of industrial waste; (iv) implementation of online monitoring and infiltration control systems to all tailing storage facilities; (v) 60.0% increase of goods and services provided by local suppliers from 2019 levels; and (vi) 25.0% reduction of particulate matter emissions from 2019 levels.
Recent Developments
New Role of CODELCO related to Lithium
On April 20, 2023 the Government of Chile announced the National Lithium Strategy (the Lithium Strategy), which seeks to transform Chile into a worlds leading lithium producer. The main measures announced include:
e Creation of a National Lithium Company (Empresa Nacional del Litio): This company will be 100% state-owned and will also be the entity in charge of exploiting the salt flats under a public-private partnership that will have the Government as the controller of the business. The bill for the creation of the
National Lithium Company will be submitted to Congress in the second half of 2023 and its approval is subject to a qualified quorum of an absolute majority vote of the deputies and senators in office.
e Creation of the CORFO Committee for Productive Transformation (Comité CORFO de Transformación Productiva): This committee will be led by the Ministry of Mining, and its purpose will be to promote productive transformation through scientific-technological and industrial development policies.
e Public-private collaboration: Until the bill to create the National Lithium Company is enacted into law, the state-owned mining companies would play an initial role as representatives of the Government in the exploitation and exploration of lithium.
e Incorporation of the Government into the productive activity of the Atacama Salt Flat: CODELCO would participate in the exploitation of the Atacama Salt Flat (Chiles largest lithium deposit), by means of the renegotiation of the lease agreements currently in force between CORFO and Sociedad Química y Minera de Chile and Albemarle Limitada, which allow the exploitation of the lithium located in the Atacama Salt Flat, until 2030 and 2043, respectively. The Government announced that the lease agreements currently in force are expected to be fully honored. Thus, the state of Chile would commence exploiting lithium in the Atacama Salt Flat before the termination of those lease agreements, to the extent that they reach an agreement with Sociedad Química y Minera de Chile and Albemarle Limitada.
e Innovation in lithium mining and local community participation: In line with the obligations established in the Convention on Biological Diversity, ratified by Chile in 1994, the Lithium Strategy seeks to promote the use of new technologies for lithium extraction, seeking to minimize environmental impact on salt flats.
This would be materialized through the creation of a network for the protection of salt flats, which objective is to have 30% of salt flats protected by 2030.
e Creation of the Public Research and Technological Institute of Lithium and Salt Flat (Instituto Tecnológico y de Investigación Público del Litio y Salares): This institute would be located in the Antofagasta Region, with the aim of collaborating in the development of more sustainable technologies in the extraction of lithium, promoting the conservation of salt flats through biodiversity research. This process would include the early involvement of the communities surrounding the salt flats.
e In May 2023 the General Environmental Baselines Law was modified by Law No. 21,562, which introduced new requirements and standards for economic activities with environmental impact on saturated or latent environmental areas. Such law also granted additional authority to the Ministry of Environment to take action in order to protect zones with high environmental or health risk due to pollution relating to economic activity.
e In June 2023, Congress approved the Law that Creates the Biodiversity and Protected Areas Service and the National System of Protected Areas (Crea el Servicio de Biodiversidad y Áreas Protegidas y el Sistema Nacional de Áreas Protegidas). Among other matters, the new public service is expected to be in charge of the National System of Protected Areas, will manage a National Fund for Biodiversity, and have the power to apply sanctions in case of infringement of this new law.
The initiative for this new legislation comes from the recommendations of the OECD (Organization for Economic Co-operation and Development), and the Escazú Agreement, and also to complete the environmental institutional framework in Chile, which currently includes the Environmental Superintendency (Superintendencia del Medio Ambiente) and the Environmental Assessment Service (Servicios de Evaluación Ambiental). This law is still pending minor processing in Congress and publication in the Official Gazette.
Within the measures to implement the Lithium Strategy, on April 26, 2023, the Government of Chile mandated CODELCO to support CORFO (Corporación de Fomento de la Producción) for the development of lithium on the Atacama Salar.
CODELCO has already started working with CORFO with the aim of proposing strategies for the development of future operations in the Atacama Salar. On May 19, 2023, CODELCO established two subsidiaries for these purposes. Salares de Chile SpA (Salares de Chile), which is set to streamline and consolidate the lithium–related activities of CODELCOs companies, and Minera Tarar SpA (Minera Tarar) that will be exclusively focused on operations within the Atacama Salar, potentially establishing partnerships with existing private companies operating in the area.
On May 22, 2023, CORFO officially formalized the role of CODELCO as Chiles representative in the negotiation and definition of future contracts with companies interested in the lithium industry in the country starting in
2030.
The Chilean Constitution
On July 4, 2021 Chile started a process for a new Constitution drafted by a Constitutional Convention. In September 2022, the concrete proposal for a new Constitution was rejected in a national exit referendum. On December
12, 2022 the vast majority of the political forces represented in the Chilean parliament agreed on a document named Acuerdo por Chile (Agreement for Chile). This document constitutes a new consensus and a starting point to begin drafting a new Constitution.
On January 17, 2023, Law No. 21,533 was published in the Official Gazette of Chile, setting forth the procedure for the drafting and approval of the new Constitution. Law No. 21,533 contains 12 fundamental principles and criteria for the drafting of the potential new Constitution. It also provides for an experts? commission (the Experts Commission) of 24 members that were appointed by the Chilean Congress, in proportion to the current political forces and parties represented in Congress, which was in charge of preparing a pre-draft of a constitutional text.
This pre-draft in under discussion of the constitutional council (Consejo Constitucional) elected on May 7, 2023 (the Constitutional Council). There is also a committee on technical admissibility (Comité Técnico de Admisibilidad) (the Committee on Technical Admissibility), also appointed by the Chilean Congress, comprised of 14 members, that will resolve any requests against any provisions of the pre-draft Constitution approved by the Experts? Commission, or the draft approved by the Constitutional Council on the grounds of contradicting the 12 fundamental principles and criteria mentioned above. The drafting work began on March 6, 2023, with the installation of the Experts Commission and the Committee on Technical Admissibility. An early draft has been discussed within the Experts? Commission and was presented to the Constitutional Council on June 7, 2023.
The election of the members of the Constitutional Council took place on May 7, 2023, with the following results: e Partido Republicano, a right-wing party: 23 members e Chile Seguro, a center right coalition, 11 members
e Unidad Para Chile, the government coalition of center left and left wing parties, 16 members e Indigenous people, one member.
The Constitutional Council started working on June 7, 2023, the date on which the Expert Commission submitted the initial draft of the new constitution. The final draft of the new constitution must be delivered to the Expert Commission by November 7, 2023. The Expert Commission shall thereafter deliver a report to the Constitutional Council in which it may provide comments to the Constitutional Council’s draft. All provisions must be approved by
35 of the Constitutional Council or rejected by 23 of them.
A ratifying referendum is set for December 17, 2023. If approved, the new constitution is expected to be enacted in 2024. If rejected, the current constitution from 1980 will remain in force.
The process of drafting a new constitution is ongoing and 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 February 28, 2023, CODELCO announced the resignation of Patricia Núñez Figueroa as Director of CODELCO.
On March 1, 2023, CODELCO announced the appointment of Eduardo Bitrán Colodro and Ricardo Álvarez Fuentes as Directors of CODELCO, effective on May 11, 2023.
On March 15, 2023, CODELCO announced the death of Isidoro Palma Penco, who served as Director of CODELCO.
On March 28, 2023, CODELCO announced the appointment of Isabel Marshall Lagarrigue as Director of CODELCO and appointed Eduardo Bitrán as Director of CODELCO to replace Isidoro Palma until May 12, 2023. Mr.
Bitrán will remain as Director of CODELCO for a period of four years from May 12, 2023.
On March 29, 2023, CODELCO announced the resignation of Francisco Balsebre Olarán as General Manager of Ministro Hales Division, effective on April 29, 2023.
On March 31, 2023, CODELCO announced the appointment of Macarena Vargas Losada as General Counsel, effective on May 2, 2023.
On April 28, 2023, CODELCO announced the appointment of Gonzalo Lara Skiba as General Manager of the Ministro Hales Division and Claudia Cabrera Correa as General Manager of the Gabriela Mistral Division, both effective as of June 1, 2023. In connection with the above, CODELCO announced the appointment of Daniel Cavada Vera as interim General Manager of the Ministro Hales Division from April 30, 2023 to May 31, 2023.
On May 19, 2023, CODELCO announced that Álvaro García González was stepping down as Vice President of Technology and Automatization Process effective on May 19, 2023. In consideration of the above, CODELCO announced the appointment of José Ramón Abatte as interim Vice President of Technology and Automatization Process effective on May 20, 2023.
On June 6, 2023, CODELCO announced the resignation of Patricio Vergara Lara as Vice President of Mineral Resources and Development, effective on July 24, 2023. In consideration of the above, CODELCO announced the appointment of Antonio Bonani Rizzolli as interim Vice President of Mineral Resources and Development, effective on July 24, 2023.
On June 13, 2023, CODELCO announced the resignation of André Sougarret Larroquete as Chief Executive Officer, effective on August 31, 2023.
On August 18. 2023, CODELCO announced the appointment of Rubén Alvarado Vigar Chief Executive Officer, effective on September 1, 2023.
Corporate Information
CODELCOSs principal executive offices are located at Huérfanos 1270, Santiago, Chile, postal code 8340424 and its telephone number is (562) 2690-3000. CODELCO was established by Decree Law No. 1,350, published in the Official Gazette on February 28, 1976, as amended by Law No. 20,392, published in the Official Gazette on November 14, 2009.
The Offering
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Corporación Nacional del Cobre de Chile.
2034 notes: U.S.$1,300,000,000 aggregate principal amount of 5.950% notes due 2034.
2053 notes: U.S.$700,000,000 aggregate principal amount of 6.300% notes due 2053.
2034 notes: 99.887%, plus accrued interest, if any, from September 8, 2023.
2053 notes: 99.586%, plus accrued interest, if any, from September 8, 2023.
September 8, 2023.
2034 notes: 5.950% per year.
2053 notes: 6.300% per year.
The interest on the 2034 notes will be payable semi-annually in arrears on January 8 and July 8 of each year, beginning on January 8, 2024. The interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, beginning on March 8, 2024. Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. See Description of Notes.
2034 notes: January 8, 2034.
2053 notes: September 8, 2053.
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 4.0%. 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 RedemMpti0N .ocooocccocnnonononcnnnonnnonnconoco noc nonn nono nooo nonn nono nonnnnnnnnns Each series of 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 that is announced or becomes effective on or after the date of the agreement to purchase the notes, 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 4.0%. See Description of Notes-Tax Redemption, Taxation-Chilean Taxation and Risk Factors-Risks Relating to the Offering.
Optional RedemMptiON.ooooocnoccnoconononnnonnnnnnnnnncnnncono conan nonnnconnconos We may redeem each series of notes at our option, in whole or in part, at any time and from time to time prior to the date that is three months, in respect of the
2034 notes, and six months, in respect of the 2053 notes, respectively, prior to the maturity date of each series of 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 three months, in respect of the
2034 notes, and six months, in respect of the 2053 notes, respectively, prior to the maturity date of each series of notes, at a redemption price equal to 100% of the outstanding principal amount of each series of 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.
Form and Denominati0N.oooonoocnononononononnnonnnoncconnnonnonononnnnononnnono Each series of 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.
Each series of 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.
10 Payments; TransferS .oooonoonnnonoonconncononononnnonnnonn nono nono nonnnnnnonnnnnnonns 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.
Ranking .ooooocnccnnonconncononononnnconoc nono nonnncon nono nono nono non non nnnn cnn co necnnn 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 each series of 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, each series of notes will contain certain restrictions on the ability of CODELCO and its subsidiaries to incur secured indebtedness. See Description of Notes.
Certain COVeNaNÍS.coooconccnoncnnonnnonnncnonanoonccnnnnncon cn nono nnnnncnnn nro ncnnnes The indenture governing each series of 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 RestrictiODS.oooooonccnnconocnnonnnonononconnconocnno cono rnncnnocnnnnnnos The notes have not been and will not be registered under the Securities Act and are subject to restrictions on resales. See Transfer Restrictions.
Further ÍSSUES.ocoooccccccccnoconononanonononanananononononnonnanononconononnanenenonoos 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.
Each series of notes offered hereby and any additional notes of the same series will be treated as a single fungible series for all purposes under the indenture.
11 LISTIDB .oooocconocconccoonnnonncnnnnnonnncnnnonnnnncnnnnnonn crono conc crono nnnn cren nn nnnnnnnns We intend to apply to list both series of notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange; however, neither series of notes have been listed yet.
Goveming Law; Submission to JurisdictiON.o.oononnccnnnmomo. Each series of 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.
Expected RatidgS.oooocconncnncnnncnnonconnconnconocn non nooo nconnonn nono noncronnonns The notes offered hereby will be assigned a rating by Moody’s Investors Service, Inc. (Moodys) and by Standard €: Poor’s rating group (S£P). CODELCO currently has a foreign currency long-term debt rating by Moodys of A3 (negative watch) and a long-term foreign issuer credit rating by SéxxP 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.
Use Of PrOCeedS coocooooccnocnnocononoonnconoconoconoonnconnnonconnconnonnnonnnonnnnnnnnns We intend to use the net proceeds from the sale of the
2034 notes and 2053 notes, in each case, for general corporate purposes.
Trustee, Paying Agent, Transfer Agent and Registrar. The Bank of New York Mellon ¡AA Before investing, you should carefully consider the risks set forth under Risk Factors beginning on page 17 of this offering memorandum.
12 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, 2022 and 2023 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,
2020 2021 2022 2022 2023 (in thousands of U.S.$)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ReVendUO coocccncncnnnnncnononorananncncnononanacncncnonanaranncnononanarnnnos 14,173,168 21,024,815 17,018,409 8,690,940 8,288,982 A (10,565,179) (12,185,688) (12,284,652) (5,787,556) (6,764,907) GTOSS PIOfl.conononcncncnonnnncnnnnononcnoncanonororononananancncanararanoso 3,607,989 8,839,127 4,733,757 2,903,384 1,524,075 Other INCOME .cococccccnannnnnncnononononnnocncnonononannrnonononano cacaos 97,321 115,741 64,731 30,943 53,290 Impairment losses andor reversal of impairment losses determined in accordance with IFRS 9 (206) (1,250) (2,648) (1,318) 1,627 Distribution COStS.cccccnnconinnnceennncenneeenremeress (9,463) (9,389) (17,151) (6,706) (17,446) Administrative exDenSesS ooo: (397,045) (459,278) (502,313) (246,659) (268,721) Other expenses, by function9 (1,456,821) (2,717,007) (2,103,316) (925,946) (971,027) Other gaidS .oconococononannnncnnnnononononcanonororoconanonananancanaranoso 30,425 37,531 29,782 15,768 14,506 Finance INCOME mococccccnonnnnnnnnononorananncnnnnnanaranncnorararinnnnos 40,213 13,657 47,245 13,705 47,065 FiMance COSTS oooocococononononononrnnonononononcnrnrnnanonorononcncnrnnano (742,464) (641,009) (569,060) (285,459) (383,002) Share of profit of associates and joint ventures accounted for using equity DMOÓOd cnocnnccnnncncnincnnnoso 39,436 414,845 51,991 (1,318) 1,627 Foreign exchange differences .cocooconcnonnonoonnnonnonnnnon (165,501) 313,736 (237,777) 124,991 (309,378) Profit (loss) Defore taX.ooooccicnnnonnnnconnoconononnnnnnncrnnnono 1,043,884 5,906,704 1,495,241 1,699,524 (315,604) Income tax expenseO cccccccocannrrronororoerennrrarsrrrcess (787,003) (3,855,336) (1,133,670) (1,179,758) 175,296 Profit (loss) for the periOd.oocoicninncinninnnmnmmmmmmm. 256,881 2,051,368 361,571 519,766 (140,308) Profit (loss) attributable to owners of the parent . 242,993 1,942,486 345,589 497,792 (135,597) Profit (loss) attributable to non-controlling
SS 13,888 108,882 15,982 21,974 (4,711) Profit (loss) for the peri mccccccnnnnoroorooricecnnnnrrrss 256,881 2,051,368 361,571 519,766 (140,308) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31,
2020 2021 2022 As of June 30, 2023 (in thousands of U.S.$)
Total current asSetS.ooooonnnoccnnncnononanonanoranonnnonos 7,758,122 7,801,909 6,794,843 6,554,712 Total property, plant and equipment. 30,012,945 30,811,432 32,715,37 33,730,47702) Investments accounted for using equity
Met cccicciccconocononnnconconcnornnn con concnrncnnos 3,418,958 3,546,011 3,527,323 3,520,980 Non-current receivables .ooonoonnnnnnoncnnnononoros 93,986 104,177 88,906 87,407 Al other assetsO ccciccnionionicnnconconconncnoconns 926,375 793,906 1,610,787 1,627,029 Total asSetS cococociconnonononononancnnnnonanonononcncncnnncnnos 42,210,386 43,057,435 44,737,232 45,520,605 Total current liabilitieS .o.oonnicnnnin.nnmm.m. 3,439,907 3,938,877 3,920,485 3,480,514 Total non-current liabilitieS.o. 27,143,988 27,543,657 29,162,182 30,519,158 Total liabiliti8S.oononionininicicicinnnnononnnnnononcncnnos 30,583,895 31,482,534 33,082,667 33,999,672 Non-controlling interests m0. 924,942 946,412 914,083 909,372 Equity attributable to owners of the parent. 10,701,549 10,628,489 10,740,482 10,611,561
Total equity coocononinnionncnncncencnrnrncenncnness 11,626,491 11,574,901 11,654,565 11,520,933 Total liabilities and equity.omceonmmrmm. 42,210,386 43,057,435 44,737,232 45,520,605
13 As of and for the six months ended
OTHER ITEMS As of and for the year ended December 31, June 30,
2020 2021 2022 2022 2023 (in thousands of U.S.$, except ratios and copper prices)
Depreciation and amortization of assets . 2,455,070 2,259,324 2,227,284 1,115,031 1,065,616 Interest expense, Mt .ooooccicnnnnnnnnnnncnnnnnannnnnnnnnos (702,251) (627,352) (521,815) (271,754) (335,937) Ratio of earnings to fixed charges CO 2.4 10.2 3.6 7.0 0.2 Average LME copper price (U.S. € per
POUM) ccacacciccicncnncnncnoonconconcnncnncnronconcancnnos 280.3 422.6 399.0 442.5 394.8 Adjusted EBITDAO Lucini. 5,289,081 10,378,724 5,565,010 3,804,697 1,775,164 Ratio of debt to Adjusted EBITDAC ., . 3.4 1.7 3.0 N.A. N.A.
Ratio debt to LTM Adjusted EBITDAC? . 3.4 1.7 3.0 1.9 5.2 Adjusted EBITDA coverage ratio”. 7.5 16.5 10.7 14.0 5.3
(1)
0)
6) (4) (5) (6) (7) (8) (9) (10) (11)
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 10.0% 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 5.0% and 14.0%. 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 25.0% since 2017 (pursuant to the tax reform in 2014) and a 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law No. 2,398, Article 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 CODELCOs 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 Companys 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.
The ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of 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
14 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.
(12) In the unaudited interim consolidated financial statements, as of June 30, 2023 and for the six -month periods ended June 30, 2022 and 2023, certain reclassifications were made to the statement of financial position as of December 31, 2022 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 eamings, 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,
2020 2021 2022 2022 2023 (in thousands of U.S.$)
Profit (loss) for the periOd .ocaacanrnnrensreo 256,881 2,051,368 361,571 519,766 (140,308) Income tax expenSe caccococoncoconnnnonrorerreeeannos 787,003 3,855,336 1,133,670 1,179,758 (175,296) Finance COSÓS coccnninaooornconnccnnnoorrrsscess 742,464 641,009 569,060 285,459 383,002 ImpairmentsY’ – – – – – A 1,786,348 6,547,713 2,064,301 1,984,983 67,398 Ratio of earnings to fixed charges
(jste ccoo 24 102 3.6 7.0 0.2 Depreciation and amortization of
AOS ccccccoccononoorrroconnccnnnoorrrrensnecnns 2,455,070 2,259,324 2,227,284 1,115,031 1,065,616 Copper Reserve La WO Lcccconciinioniinnnnss 1,047,663 1,571,687 1,273,425 704,683 642,150 Adjusted EBITDA conrcicocococoooooooooonooorrrooooos 5,289,081 10,378,724 5,565,010 3,804,697 1,775,164 (1) 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 No. 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.
(0)) 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, 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.
(3) 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. (4) See note 20 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements.
(5) The Copper Reserve Law currently requires the payment of a 10.0% 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.
15 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,
2020 2021 2022 2022 2023 (in thousands of U.S.$, except ratios)
DeDtinconcnnococicononononononncnnoncnnoncononcnnononnononnorconcnnns 18,076,656 17,241,500 16,958,377 17,183,177 18,458,826
Ratio of debt to Adjusted EBITDAO . 3.4 1.7 3.0 N.A N.A
Ratio debt to LTM Adjusted EBITDAZS . 3.4 1.7 3.0 1.9 5.2
Finance INCOME .ccooocconnocononcononconononncnnononnnncnnonos 40,213 13,657 47,245 13,705 47,065
Adjusted EBITDA coverage ratio*. 7.5 16.5 10.7 14.0 5.3 (1) 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. (2) Ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
(3) Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income.
16 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
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 CODELCOS*s total assets are property, plant and equipment. As of December 31, 2022,
72.2% 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 2020, CODELCO recognized a U.S.$24.0 million impairment loss in the value of the assets of the Ventanas Division. In 2021, the subsidiary Sociedad de Procesamiento de Molibdeno Ltda. recorded an impairment of assets in the amount of U.S.$125.5 million. In 2022, CODELCO recorded an impairment of the value of the Ventanas Smelter assets in the amount of U.S.$89.4 million before taxes. 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 Companys 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 2022, copper prices averaged 399.0 cent per pound, a decrease from 424.5 cents per pound in 2021 (which could be attributable to lower growth in China and the stabilization of the economy post pandemic). In 2020, copper prices averaged 280.3 cents per pound. China has been the main driver of copper consumption in recent years, and in
2020, 2021 and 2022, 38.1%, 32.4% and 37.7% respectively, of CODELCOs 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 CODELCOs revenues and financial results. In 2022, each one-cent change in CODELCO*s average annual copper price per pound sold caused a variation in revenue of approximately U.S.$31.8 million. If CODELCO*s 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.
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.
17 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 CODELCOs 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 62.8% of its copper output in 2022 (including CODELCOSs share in the El Abra deposit and Anglo American Sur). The El Teniente Division, including the Caletones smelter, produced an aggregate of 405.4 metric tons of copper in 2022. The Radomiro Tomic mine produced an aggregate of 301.1 metric tons of copper and the Chuquicamata mine produced an aggregate of 268.3 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 or that any such incident would not materially adversely affect its production. See Business and Properties- Operations-Chuquicamata Division, -HRadomiro 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, vandalism, theft, changes in the regulatory environment and pollution, environmental hazards, weather and other natural phenomena, such as earthquakes, fires and floods. Such occurrences could result in damage to, loss of, or destruction of, mineral properties or production facilities, human exposure to pollution (e.g., public exposure to sulfur dioxide emissions), 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 CODELCOs 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.
CODELCOS*s water supply could be affected by geological changes or environmental regulations.
CODELCOS*”s 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.
On April 6, 2022, Law No. 21,435, which reforms the Water Code was published in the Official Gazette (the Water Code Reform). The Water Code Reform reaffirms that water rights are a public asset, acknowledging the right
18 to access water and sanitation as an essential and inalienable human right. However, water rights granted post Water Code Reform will be limited in time, as the concessions will be granted for 30 years. The concession will be automatically renewed, unless Chile?s General Water Bureau sets out that the relevant water right is not being used effectively upon its expiration date or that a renewal could affect the sustainability of the water source. Furthermore, the Water Code Reform added the concept of public interest as a requirement for the granting of new water rights.
Additionally, the Water Code Reform prioritizes human consumption over other uses; recognizes the constitution of rights for non-extractive uses such as environmental conservation and tourism; restricts the use of certain water use rights in situations of scarcity; and reforms the current regulation of mining waters, among other matters. On July 13,
2023, Law No. 21,586, was enacted to amend Law No. 21,435 by extending the term to register certain water rights set forth therein, and to amend the Water Code to introduce an administrative procedure to clarify and complete titles of water rights.
On June 29, 2021, to mitigate the effects of climate change over water resources in Chile, the Chilean government submitted to Congress a draft bill, independent from the Water Code and its reform, aiming 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. Currently, the draft bill is in its first constitutional state of discussion in Congress -in an early development stage- and we cannot foresee whether this bill will pass, since (i) Chile elected a new President in March 2022, and this bill was submitted by Chiles previous President; and (ii) it is expected that the water rights? discussion will be addressed in a potential new Chilean Constitution. See Summary-Recent Developments – The Chilean Constitution.
The enactment of these laws andor other regulatory projects related to water resources currently under discussion in the Chilean Congress may negatively affect CODELCOs water supply.
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 Congress may eventually affect CODELCOs water supply, which in turn may have a material adverse effect on CODELCO”s financial condition and results of 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, legal liabilities, and detrimental financial, business and reputational impacts. Additionally, delays in receiving environmental and safety permits or related suspensions could impact project development and have an impact on CODELCO”s operations and revenue.
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 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 (PMx0) 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 PM1o under development and under review, and a pollution prevention plan for SOxx 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
19 standard was U.S.$2.2 billion. The revision of the emission standard was initiated in 2020. The preliminary draft has not yet been published. 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 No. 10 declared the boroughs of Concón, Quintero and Puchuncaví, where the Ventanas smelting plant is located, as a saturated zone with regards to PM,sand as a latent zone with regards to PM1o, and new decontamination and prevention plans were enacted in March 2019. CODELCO estimates that the cost of such plans will be U.S.$27.0 million, which will be incurred over a period of approximately four years.
In May 2022, the Ministry of the Environment approved the Preliminary Draft on Emission Standards Applicable to Heavy Motor Vehicles, which aims to reduce the accumulative exposure of the emissions from heavy vehicles. Recently, the Sustainability and Climate Change Council of Ministers issued a favorable opinion on the final draft.
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 30.0% 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 35.0% to 45.0% 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. In 2019, 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 45.0% below 2016 levels by 2030.
In June 2022, Law No. 21,455 on climate change was published in the Official Gazette. This law creates a legal framework for the management and implementation of climate change mitigation and adaptation measures, aiming to face its challenges and to decrease greenhouse gas emissions, until reaching greenhouse gas emissions neutrality by 2050. In addition, this law aims to reduce the country?s vulnerability and to increase the level of resilience to the adverse effects of climate change, as a solution to comply with the international commitments assumed by Chile and to ensure access to information on climate change.
Any of these new laws or regulations could result in significant additional environmental compliance costs or delays in expansion projects. As of June 30, 2023, CODELCO had provisions of U.S.$2.6 billion for future decommissioning and site restoration costs, primarily related to tailing dams, closures of mine operations and other mining assets. CODELCOs operations outside Chile are also subject to extensive international, national and local environmental, health and safety laws and regulations.
Besides the aforementioned laws and regulations, CODELCO’s operations are regulated by several environmental authorizations which set forth specific obligations, conditions and measures that have to be fulfilled.
Environmental authorizations for future expansions or modifications of current activities may set forth obligations,
20 conditions and measures that entail increased costs. Failure to comply with the applicable environmental regulations and related obligations, conditions and measures can result in civil, administrative, or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental authorizations or the temporary or permanent closure of facilities.
CODELCOS*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 CODELCO*s 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.
CODELCOs failure to meet investor, consumer or societal expectations related to environmental, social or governance (ESG) matters could adversely affect its reputation, investor opinion and access to new capital.
Sustainability is an integral part of CODELCOSs strategy. CODELCO has set sustainability targets, which it hopes to reach by December 2030, and include (i) 70.0% reduction of greenhouse gas emissions from 2019 levels; (ii)
60.0% reduction of unitary continental water consumption from 2019 levels; (iii) recycling 65.0% of industrial waste; (iv) implementation of online monitoring and infiltration control systems to all tailing storage facilities; (v) 60.0% increase of goods and services provided by local suppliers from 2019 levels; and (vi) 25.0% reduction of particulate matter emissions from 2019 levels. Although CODELCO is committed to reaching such sustainability targets by 2030, not reaching them may affect CODELCO” s reputation, investor opinion and access to new capital.
CODELCO is committed to operating in a socially responsible manner, however our reputation and social license to operate may be affected by our perceived impact on the environment and society in which CODELCO operates, and CODELCO may face opposition from local communities with respect to its ongoing and future projects.
Such perception could adversely affect our reputation, investor opinion and access to new capital and thus our results or operations and financial condition.
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, environmental- 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 CODELCO*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
21 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 decisions issued by the General Comptroller of Chile (the Comptroller) against CODELCO in 2017.
CODELCO estimates that these statements have had, as of the date of this offering memorandum, a negative effect in our profits of approximately U.S.$100.0 million. In December 2022, CODELCO and the Comptroller entered into a collaboration agreement aimed at safeguarding probity and transparency in the operations carried out by CODELCO in the market, ending the dispute with the withdrawal of the lawsuit by CODELCO. 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 CODELCO”s properties and operations could negatively affect CODELCO*s results.
Chile is located in a seismic area that exposes CODELCO”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 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 CODELCO*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 CODELCOS*s business, financial condition, results of operations or prospects.
22 CODELCO*s business plans are based on estimates of the volume and grade of CODELCOs 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 CODELCOs 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.
CODELCOS*s 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.$14.1 billion between 2023 and 2025 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.
CODELCO*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 CODELCO*s reserves continues to decline over time, innovation and exploration are increasingly important to CODELCOs success.
CODELCO expects to maintain its production levels through its expansion and development projects for the next three 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 CODELCOs 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 an important part of CODELCO’s production costs. The main sources of energy for CODELCOSs operations are electricity, liquid fuels (such as diesel, fuel oil and gasoline) and natural gas. With respect to liquid fuels and natural gas, these commodities are subject to price fluctuations as a result of external factors. For example, their cost significantly increased due to the COVID-19 pandemic and the ongoing war in Ukraine. As a result, CODELCOSs profits and cash flows have been adversely affected and may continue to be adversely affected in the future. With the purpose of decarbonizing its electricity supply and reducing costs with new technologies, in January
2023, CODELCO launched an electricity supply bidding process focusing on renewable sources to procure approximately 2,500 GWhyear (which represents, approximately, 30% of CODELCO’s electricity requirements) starting in January 2026. However, if such process is not successful in procuring renewable energy sources, it might not achieve CODELCOSs goal of diversifying its energy sources and reducing its energy costs.
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
23 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 CODELCOs information technology systems by third parties or CODELCOs 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 CODELCOS*s business, financial condition and results of operations.
Labor disruptions involving CODELCOs employees or the employees of its independent contractors could affect CODELCO*s production levels and costs.
As of December 31, 2022, CODELCO employed 15,973 employees, approximately 83.4% 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 2019, CODELCO experienced a 14-day strike involving 3,200 union workers in the Chuquicamata Division (or approximately 67.0% 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 a 24- day strike involving one labor union also from the Andina Division, both of which diminished production by approximately 12,000 metric tons. In 2022, CODELCO experienced a 1-day strike involving two labor unions from the Ventanas Division.
CODELCO negotiated two collective bargaining agreements in 2022. CODELCO negotiated 24 collective bargaining agreements and seven collective bargaining agreements in 2021 and 2020, 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 CODELCO’s production levels. While none of the strikes described in this risk factor had a material impact in CODELCOSs results of operations, 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 the future. 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 -in effect since 2017 promulgated by the Government of Chile that could affect its business and operating results.
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 such employees with other existing workers 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 teams that the labor unions must provide in case of a strike during a collective bargaining process. Currently, and according to the Labor Reform Law, the following minimum services may be agreed:
24 (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, 2022, CODELCO employed 15,973 employees, approximately 83.4% 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 CODELCOs operations and employee costs.
e Reform to the Pensions Act: In November 2022, the Chilean government proposed a bill to create a new Combined Pension System and Social Security System to simplify contributory pension assistance, improve the Guaranteed Universal Pension (*GUP) and establish benefits and regulatory amendments.
Currently, the social security system in Chile is composed of: (i) a mandatory contribution of the employees charge, equal to 10.0% of the employee?s 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 State?s contribution to complement the pension funds of the poorest 60.0% of the population in Chile.
Main topics of the pension reform include: (i) a gradual increase of the GUP from Ch$194,000 (U.S.$215 approximately) to Ch$250,000 (U.S.$$278 approximately); (ii) a new contribution by the employer of 6.0% of the employees gross income, in addition to the aforementioned 10.0% corresponding to the mandatory contribution of the employees burden on its distribution to individual retirement accounts and a universal fund for lower pensions; and (iii) the elimination of the AFPs and reorganization of the industry in the contributing pension aid.
The bill is on its first constitutional discussion stage in Congress. It is uncertain what the impact of this reform will be on CODELCO because: (1) it is still under discussion, and thus its final text may vary significantly, and (ii) if passed into law, the bill, as currently being discussed, would come into force 25 months upon its publication in the Official Gazette, and the gradual increase of the contribution assumed by the employer will only be fully implemented
63 months upon such publication. Based on the current iteration of the bill, if implemented, it may have an impact on CODELCOSs operations and labor-related costs.
e Reduction of the weekly working schedule: On April 26, 2023, Law No. 21,561 was published in the Official Gazette, introducing changes to the labor code that, among other matters, reduces the weekly working hours from 45 to 40 hours. However, the 5-hour reduction will enter into force gradually over a five-year period. After the first year of enforcement of the law, the ordinary working hours limit will be reduced to 44 hours, by the third year it will go down to 42 and, finally, to 40 hours after the fifth year, by April 26, 2028.
The impact that this law could have on CODELCOs operations will depend on the applicable type of employee (administrative, miners, etc.), the different workday schemes in place on each labor site and the capacity of CODELCO to maintain productivity levels despite its approval. Should the bill reduce the weekly working schedule, it could impact CODELCO*s operations and labor-related costs. The uncertainties facing CODELCO with regard to the implementation of this law are similar to those faced by other affected Chilean companies.
e Distribution of Profit Sharing: On September 2, 2021, the Chilean Congress began the discussion of a
bill to change the distribution of profit sharing in companies. According to this bill, companies will have to distribute to their employees between 8.0% to 15.0% of their annual net profits, a percentage that will depend on the amounts
25 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 25.0% of the employees monthly remuneration, capped annually at six times the monthly minimum wage. This monthly payment will be attributable to the annual payment, in case the latter turns out to be larger number.
The draft is currently being discussed at the Chilean Congress and has not progressed since 2021. It is possible that the draft could be substantially modified when it continues its discussion and approval process, thus its impact on CODELCO is unknown at this time.
e New Minimum Monthly Income (MMT): According to the provisions of Law No. 21,456, published in the Official Gazette of May 26, 2022, as from January 1, 2023, the MMI increased to Ch$410,000 (U.S.$479.1 approximately) This increase was subject to a minimum 7.0% annual variation of the CPI up to December 2022.
Additionally, Law No. 21,578, published in the Official Gazette on May 30, 2023, states that as of May 1,
2023, the MMI will increase to Ch$440,000 (approximately U.S.$548.9). Then, as of September 1, 2023, the MMI will increase to Ch$460,000 (approximately U.S.$573.8). Following the previous adjustment, as of July 1, 2024, the MMI will be increased to Ch$500,000 (approximately USD $623.7). Nonetheless, if the annual variation of the CPI up to December 2023 is above 6.0%, the MMI will increase to Ch$470,000 (approximately U.S.$586.3), as of January 2024.
Finally, the MMI will readjust in January 2024 according to the variation experienced by the CPI between July 1, 2024, and December 31, 2024. An increase in the MMI could lead to an increase on CODELCOS*s labor-related costs.
e Others: Due to the economic and social crisis caused by the COVID-19 pandemic, several labor-related regulations have been enacted, which may increase CODELCO*s industrial costs. Some of these regulations are linked to the measures enacted by Law No. 21,227, which aims to facilitate access to the unemployment insurance fund (the Unemployment Insurance Fund), authorizing withdrawals attributable 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 become entitled to the benefits granted by Law No. 21,227. The specific impact of this law on CODELCO depends on the number of minimum wage employees CODELCO has at the time; however, it could generally increase labor-related costs.
Recent bills of law on tax matters could affect CODELCOs operations and employees costs.
On July 7, 2022, the Chilean government submitted to the Chilean Congress a tax reform bill which proposes several amendments to the Chilean tax system. Among other changes, the bill proposes the following: (i) replacing the current partially integrated system for large companies with a new general dual tax system applicable to such companies, which separates the corporate tax from the taxation of its owners; (ii) a reduction of the corporate tax rate applicable to large companies from 27.0% to 25.0%, but with the application of a new development tax of 2.0% over the companies net taxable income (to the extent not reduced by investments made in certain limited productivity expenses); (iii) the creation of a capital income tax at a rate of 22.0%, which is applicable on dividends paid to final taxpayers (except for non-resident taxpayers who are residents of a country with which Chile has a tax treaty in force and are the beneficiary of the income); (iv) a progressive limitation to the deductibility of carryover tax losses, to a
50.0% of the net taxable income as determined for each year; (v) a new 2.5% tax on the deferral of final taxes, applicable to companies the income of which derives more than 50.0% from passive income (e.g. dividends, interest, etc.); (vi) an increase of the single capital gains tax rate applicable to the sale of certain public offering securities that have high stock market presence, from 10.0% (which became effective as from September 1, 2022, pursuant to Law No.
21,420) to 22.0%; (vii) an increase of the middle and upper personal income tax brackets applicable to Chilean-resident individuals, and an increase to the maximum rate from 40.0% to 43.0% and (viii) the introduction of wealth tax applicable to Chilean-resident individuals over their worldwide wealth that exceeds U.S.$4.9 million. On March 8,
2023, the proposed tax reform bill was rejected in Congress.
On August 1, 2023, the President of Chile announced the general guidelines of a proposed new fiscal agreement based on a series of principles aimed at (i) promoting a modern tax system and the fight against tax evasion and avoidance; (ii) fostering and formalization of economic growth; (iii) more efficient management of fiscal resources and public expenditure and (iv) tax benefits for small and medium-size enterprises and increases in taxes for taxpayers with higher income, among others. Some of the measures are of a regulatory nature and others require a law. For its implementation as to legal matters, the government will submit before Congress a miscellaneous bill within the second
26 half of 2023 and a bill to modify the Chilean income tax law (the Income Tax Law) within the first half of 2024.
These bills would have to be analyzed in due course to determine their potential effect in the taxation applicable to CODELCO and its operations.
On August 10, 2023, Law No. 21,591, also known as the Mining Royalty Law, was published in the Official Gazette. This law eliminates the specific mining tax (currently applicable to CODELCO) and establishes a special tax for the establishment of copper mining activities. Starting in 2024, there will be a maximum tax rate of 46.5% over the operational income of the mining producers of over 80,000 metric tons of fine copper per year and a maximum tax rate of 45.5% for mining producers with production of up to 80,000 metric tons of fine copper per year. Part of the funds obtained with the new tax will be used for special funds to benefit different and vulnerable communities or communities in which mining activities are performed in Chile. CODELCO’s current mining tax rate is 5% and CODELCO expects it to increase to 8% in the coming years. Nonetheless, for CODELCO, there will be no significant impact on free cash flow as higher taxes will lead to lower net income and therefore lower dividend payout. Thus, the increase from the Mining Royalty Law will be partially offset by CODELCOs income tax rate, impacting CODELCOSs profit by 35% of the total payable royalty.
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 CODELCO*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 CODELCOs 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.
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 CODELCO”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
27 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.
CODELCOSs new role in the lithium industry set by the National Lithium Strategy involves numerous risks, many of which are different to the risks derived from the businesses CODELCO has traditionally engaged in.
CODELCO has been designated as Chiles representative and is working with CORFO in the negotiation and definition of future contracts with private companies for the development of lithium production in the Atacama Salar.
See Summary-Recent Developments-New Role of CODELCO related to Lithium.
While CODELCO already explores and exploits copper, its new role in, and increased focus on, the lithium industry could prove difficult to integrate with our other lines of business, resulting in unknown or unforeseen liabilities, disrupt our business, dilute stockholder value and ownership and adversely affect our operating results and financial condition.
Being one of Chile’s agents for the development of the countrys lithium industry involves numerous risks, many of which are different from the risks derived from the other businesses we have traditionally engaged in. Those risks include, among others:
e potential failure to achieve the expected benefits of engaging in the new businesses; e difficulties in, and the cost of, integrating operations, technologies, services, platforms and personnel;
e diversion of financial and managerial resources from existing operations; e the potential entry into new markets in which we have little or no experience or where competitors may be stronger;
e reputational risk; e failure to increase or maintain our market position due to, among others; e unavailability of external financing beyond CODELCOs control, required to make additional investments and take on additional costs; e inability to generate sufficient revenue to offset investment costs; e potential unknown liabilities associated with the new lines of business, including regulatory noncompliance; and
e ineffective or inadequate controls, procedures and policies in connection with the new business.
Any of these risks could have an adverse effect on our business, operating results and financial condition. To perform this new role in the lithium industry we may be required to make additional investments and take on additional costs, which may be higher than expected and may not be recoverable. To finance such investments and costs, we may seek additional debt financing, which may not be available on terms favorable to us, or at all, which may affect our ability to complete investments. If we finance these investments by incurring additional debt, we could face constraints related to the terms of, and repayment obligations related to, the incurrence of indebtedness.
28 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) 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 2021, Gabriel Boric was elected as President of Chile. Mr. Boric?s administration began on March 11, 2022. 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, CODELCOs 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 CODELCO*s 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.
CODELCOs 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. Since 2022, the Chilean Government is allowing CODELCO to annually reinvest 30.0% of its 2021-2024 profits. This represents a change in CODELCO’s dividend policy, which previously consisted of 100% net-profit distribution policy. This profit- reinvestment plan is expected to strengthen CODELCO”s financial balance sheet and reduce the need for additional financial debt. The 30.0% profit-reinvestment plan resulted in an additional U.S.$583.0 million to CODELCOs financial cash flow in 2022 and an expected additional U.S.$103.7 million to CODELCOS”s financial cash flow in 2023, during which dividends will be generated. The amount is calculated over the net profit of the previous year and is charged in the current year or the following year until the amount is completed. A similar exercise is expected to be carried out in 2024.
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.
29 CODELCO is subject to special taxes.
Law No. 21,174, that repealed Law No. 13,196, the Copper Reserve Law, exclusively requires CODELCO to pay a 10.0% 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 10.0% 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 Chilean Congress issued a new resolution to repeal the Copper Reserve Law. Under this resolution, CODELCO will remain subject to the 10.0% special export tax until 2028. Beginning in 2029, the tax will be reduced annually by
25.0% 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.
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 35.0% tax (applied to the debtor) 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 (for example, the 4% Chilean Withholding Tax), can be used as a credit against such 35.0% sole 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 CODELCOS s tax equity, calculated pursuant to the provisions of the Income Tax Law. Only short-term debt (i.e., with maturity of less than 90 days, including extensions or renewals) with non-related parties may be excluded from the total annual indebtedness calculation. Under the Excessive Indebtedness rules, a lender or creditor will be deemed to be related to CODELCO if: (1) 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) the beneficiary and CODELCO belong to the same corporate group or the beneficiary or debtor directly or indirectly, owns or participates in 10% or more of the capital of the profits of the other, or if the beneficiary and debtor have a common partner or shareholder which, directly or indirectly, owns or participates in 10% or more of the capital or the profits of one or the other, and that the beneficiary is incorporated, domiciled, resident or established outside Chile; (iii) the indebtedness is guaranteed directly or indirectly by a third-party related to CODELCO, in the terms of clauses (1) 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, whatever the capacity in which said third party and the parties intervene in such operations. The debtor will be required to issue an affidavit in this regard in the form set forth by the Chilean tax authorities.
Since the 2012 fiscal year and pursuant to Law No. 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 5.0% and 14.0%. During 2022, CODELCO distributed a total of U.S.$2.3 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
5.0% for 2020, 2021 and 2022. However, no assurances can be made that such rate will remain in place.
30 CODELCOSs corporate tax rate has gradually increased from 21.0% in 2014 to up to 25.0% since 2017. In addition, CODELCO is subject to a 40.0% tax on net eamings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2.
The revenue generated by CODELCO transferred to the Chilean state for the year ended December 31, 2023 was U.S.$2.8 billion, approximately, compared with U.S.$7.4 billion, approximately for the year ended on December
31, 2021.
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
CODELCOs growth and profitability depend on political stability and economic activity in Chile and other emerging markets.
Almost all of CODELCOs revenues are derived from its operations in Chile. Accordingly, CODELCO*s 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.
CODELCOS*s business performance is subject to the effects of inflation and changes in the value of the peso.
Although Chilean inflation rates have been low during the last decade, Chile has in more recent years experienced higher levels of inflation, as a consequence of the COVID-19 pandemic on the global and local economy, and other geopolitical tensions such as the war in Ukraine. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on CODELCO’s results of operations if the high inflation is not accompanied by a matching devaluation of the local currency. Although inflation levels have been decreasing in 2023, 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)
2OlB ccocccccocaconnnonononnonnono nono nono rnon nono rnon nono rnnno ron none rnon none 2.6
Ol cccoccconononnnonononncnnonornon nono rnon nono rnon nono rnono nooo none rnonncnes 3.0
ZOO ococcccconononnnonononncnnonornon nono rnon nono nooo nono rnrno nooo none rncn nenes 3.0
2O2 Leoccccccconoconnnonononnnnnono nono nono rnon nono rnon nono rnnnornon none rnonncnes 7.7
2022 cnncocccononcnnonnonornnn conan nono rnon nono rnon nono rnon none rnon none rnanncnes 12.3
2023 (through June 30, 2023 ).ooocooccocccoconoconononononnnonos 6.5
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.
31 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.$3.5 billion (10.7% of the total amount of liabilities on a consolidated basis) as of December 31, 2022 and U.S.$3.7 billion (11.8% of the total amount of liabilities on a consolidated basis) as of December 31, 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 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.
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.
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.
We may not be able to generate sufficient cash flows from operating activities to fund our operations, service our indebtedness and pay our liabilities, including the notes, and may be forced to take other actions to make such payments, which may not be successful.
Our inability to generate sufficient cash flows to satisfy our liabilities and debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our business, financial position, and results of operations and our ability to satisfy our obligations under the notes.
Our ability to fund to honor our liabilities and service our indebtedness, including the notes, depends on our ability to generate sufficient cash flows. This, in turn, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operating activities, or generate the profits sufficient, to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.
32 In addition, we conduct part of our operations through our subsidiaries, however they will not be guarantors of the notes or our other indebtedness. Our subsidiaries do not have any obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose.
Tf our cash flows and capital resources are insufficient to fund our liabilities or debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The notes contain restrictions on the ability of CODELCO to incur certain secured indebtedness as set forth in Description of Notes-Limitations on Liens below. Because of these restrictions, we may not be able to raise additional indebtedness and to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
If certain changes to tax law were to occur, CODELCO would have the option to redeem the notes. CODELCO may also redeem the Notes before maturity at its option at the prices set forth in this offering memorandum.
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 4.0%. 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 on or 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 4.0%.
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.
CODELCO may redeem each series of notes, in whole or in part, at any time and from time to time prior to the date that is three months in respect of the 2034 notes and six months in respect of the 2053 notes, respectively, prior to the maturity date of each series of notes at a redemption price based on a make whole premium, plus accrued and unpaid interest. We may also redeem each series of notes, in whole or in part, at any time on and from time to time beginning on the date that is three months in respect of the 2034 notes and six months in respect of the 2053 notes, prior to the maturity date of each series of notes, at a redemption price equal to 100% of the outstanding principal amount of each series of notes to be redeemed, plus accrued and unpaid interest to the date of redemption. See Description of Notes-Tax Redemption and -Optional Redemption.
An investor may not be able to reinvest the redemption proceeds in other securities with interest rates similar to that applied to the notes redeemed.
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
33 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 Luxembourg Stock Exchange. Furthermore, CODELCO does not intend to exchange the 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. Credit ratings are not a recommendation to buy, sell or hold any security. Each agencys rating should be evaluated independently of any other agencys rating, as each agency has different evaluation criteria. 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 jaudgment 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.
34 USE OF PROCEEDS
The estimated total net proceeds from the offering of the notes are U.S.$1,975,826,600, after deducting commissions to the initial purchasers, payment of the Chilean stamp tax of U.S.$16,000,000 and payment of legal fees and all other expenses related to the offering. CODELCO intends to use the net proceeds from the sale of the 2034 notes and 2053 notes, in each case, for general corporate purposes. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Capitalization.
35 CAPITALIZATION
The following table sets forth the capitalization of CODELCO as of June 30, 2023 (i) on an actual historical basis, (ii) as adjusted to give effect to the offering of the notes and application of the estimated net proceeds from the offering of the notes as described under Use of Proceeds. This table is qualified in its entirety by reference to, and should be read together with, CODELCOs Unaudited Interim Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum.
As of June 30, 2023 Actual As Adjusted (in thousands of U.S.$)
Current financial liabilities
Current portion of loans from financial institutions. 15,807 15,807 Current portion of bonds iSSUed.eocencinnononnnmommmmmm 478,444 478,444 Total current financial liabilitieS .oo.ci. 494,251 494,251 Non-current financial liabilities Badk debt .ooocononocinnonicnonononncnnonononnconononnoncnnoncnnonconononnononncnonacnos 1,464,548 1,464,548
4.500% Notes due 2023 .ocoococcocccccocoonconnononononnonncnnonncnnono – –
2.250% Euro Notes due 20240 cccococicocicicnnnononcncnranono 435,309 435,309
4.000% UF Notes due 2025 ccciciccccicicncononinacinnnnnnos 395,232 395,232
4.500% Notes due 2025 .coococccconoccononcononconononnonorncnnnncnnos 313,792 313,792
2.500% UF Notes due 20269 ccococicocicocicicacicnononcnronono 458,081 458,081
3.625% Notes due 2027 .ocoocccnoccononconononnoncononoononornononoonos 1,241,556 1,241,556
2.869% Notes due 202O .oooccococconococonncononcononcnnononnononnonos 129,237 129,237
3.000% Notes due 2029D .oooococnccococcononcononcononcononornononncnos 1,091,258 1,091,258
3.150% Notes due 2030 .oooocococconococonncononcononcononcnncnonnonos 992,208 992,208
3.750% Notes due 2037 .0coooocnocconococonncononcononcononcnnononnonos 797,688 797,688
5.125% Notes due 203B .oooccccocconococonncononcononcononcnnononnonos 890,455 890,455
2.840% Notes due 2034% cccccicicccnncnoninanncnnnicnnnnncnnoos 63,319 63,319
5.625% Notes due 2035 .oooccconocconococonncnnoncnnonconononnononnonos 493,315 493,315
6.150% Notes due 2036 .o.ooocooocionococonncononcononconononnononnonos 497,003 497,003
3.580% Notes due 20398 Lu ccccicicccnnoconicnnncnncocnnnnncnnoos 46,228 46,228
4.250% Notes due 2042 .coocoococococcononcononcononoononorncnnnncnnoos 735,081 735,081
5.630% Notes due 2043 .0ooccococoonocoonnncononcononconononnononnonos 934,834 934,834
4.875% Notes due 2044 .oocooccoconoccononcononconononnonorncnnnacnnnos 962,872 962,872
4.50% Notes due 2047 .cococococnoncononoononcnnononnoncnncncononnnoos 1,208,922 1,208,922
4.85% Notes due 2048 .ooccccionococnononcononcononorncnonncnnnncnnoos 594,831 594,831
4.375% Notes due 2049 .ooococionococnnncononconnnononcononcononconons 1,189,248 1,189,248
3.700% Notes due 2050 .o.ococconoccononconononnoncononcnncnorncnonncnos 2,581,177 2,581,177
3.150% Notes due 2051 .ooocconocionococnnncononcononcononcnnononnonos 448,381 448,381 Notes offered hereby 2,000,000 Total non-current financial liabilities. 16,500,027 18,500,027 Non-controlling interests .ocononnncionnconnnnonononenornnconeconnrncnnrnos 909,372 909,372 Equity Issued Capital.oooooniconinicnicnnnnnnonencnnornnronannonanncnnnncrnonnnnono 5,619,423 5,619,423 Other TeserveS .cooococconononononanonnnonnnonanonnnonnonanonnonnnonnnonnnon 5,662,615 5,662,615 Retained Earnings: Accumulated defiCit.ocooccocnicnnnnonommnmmmmmmms. (670,477) (670,477) Profits distributions to the Chilean Treasury.
Equity attributable to owners of the parelt .oc.c. 10,611,561 10,611,561 Total capitalization .coccodonidioninnononnnnonnnnononrcnrnrorcnrorcnrorcrrnooos 28,515,211 30,515,211
36 (1)
0)
63) (4) (5) (6) (7)
The U.S.$ equivalent of €600 million aggregate principal amount of the 2.25% Euro Notes due 2024 has been translated at an exchange rate of U.S.$1.00 = €1.09123 at June 30, 2023.
The U.S.$ 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.$1.00 = 45.02 UF at June 30, 2023.
The U.S.$ 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.$1.00 = 45.02 UF at June 30, 2023.
The U.S.$ 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 0.12762 at June 30, 2023.
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 0.66631 at June 30, 2023.
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.
37 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 No. 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%
2016 cocconccocconconnonnonnonnnnnonncnncnncnnannconnon oran ono cnn cnncnncnncnns 730.31 645.22 676.83 667.29 ZO cnncccccccononnononnnnonannnnornnnnononnononnononnononnrnanncncnncnannons 679.05 615.22 649.33 615.22 AAA 698.56 588.28 640.29 695.69
20d cnccnccocccnnonnonnonnnnnonnonncnncnncnncnnconnnn conc run cnn cnncnncnncnns 828.25 649.22 702.63 744.62 DO DO cnconcccnoconononnnonnnconnconncnnncnnnonnnconncnn nono ncnnncnnnonnncnnns 867.83 710.26 792.22 711.24 ZO2 Ll nnconccncnocanaconncnnonnnnnonacnncnncnncnnconnnn conc nun cnn cnncnncnncnns 868.76 693.74 759.27 850.25 DO ncoccccnaccnnncnnnconnconnconnconnconncnnncnnncnn nro nro ncnnnannncnns 1,042.97 777.10 872.33 859.51
2023 JAMUATY cecoconconinnnnoncnnonconon conan cnrnn on cnnoncnror craneo 856.31 802.58 826.34 810.37 FeDTUATY coconconoconcnnaconconconncnn con conconnconcorrarronncnos 831.24 781.49 798.26 831.24 MaTCDeccanconccnncnnconconnconconconncno con conncnnconrorronesnnsens 830.65 789.32 809.50 789.32 Ali lacocccocicnacnninncnnnconconconnnnconconnorn correr connconcnss 821.49 790.41 803.84 801.61 Ma cocenccnconconcnncononnonconcan cnn cnnonon cen cnncnron enanas 809.24 783.35 798.64 803.94 JM coooccccanccnnnnnncnononnnnnononannnnnrnnnnnnonnoncnnonanocnccnos 811.61 787.20 799.87 802.68 JUÍY cocooconicnonacnnnnonononnononrononoor corn on cnoororrnonr casaron 828.90 796.47 813.40 827.84 AUS cocccoccncnonononononnononononononnonononononnnonononanons 869.51 840.69 855.66 854.22
(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 September 5, 2023 was Ch$854.99 = U.S.$1.00.
38 SELECTED 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 LME copper prices) is derived from, and should be read together with, CODELCO’s 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, 2022 and 2023 are not necessarily indicative of the results to be expected for the full year or any other period.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ReVeNUB .coooconoccnnnonononnnonnnonnnonnccnnncnnncnnncnnncnnncnnncnnnannns Cost of salesO cccccococococicannononononcncaraninononononononoos GOSS PTOfll cocooncncccccccnccnnnonononnnnnnnnnonannonnnncnnoncnnoncnnono Other inCOM6 .coococconccncononnnononnnonnnoncnnonnoononncnncononnonnos
Impairment losses andor reversal of impairment losses determined in accordance with IFRS 9
DistributioN COSÉS .ooooncicnccnoconccnonoconanrnnnrnnnnrnnnncnnnnono Administrative expenses .ooconoccnnnnnnnnonnononnonanncnnnoos Other expenses, by functionO ecccoccicciccinannncnnnoo.
Other gaidS .ooooccncnocccoconnnonnnonnnonnnnnonnnnonncnnnncnnnnoneonono Finance INCOME .ococonccnccoccnnnonnnnnonnnnncnncnncnncnnconcrnncnnon Finance COStS .oooococccccononnnononnnonanononannnonananonn cancun cnacnns
Share of profit of associates and joint ventures accounted for using equity
Foreign exchange differences .oooccicnnicnnononnmnmmm.
Profit (loss) before INCOME taX cooooononocicninconanoonnnnnns Income tax expenseO cccoccococcincioninncnnononnrroncononnos Profit (loss) for the periOd.oconoccicinncnnmnmmmmmm.
Profit (loss) attributable to owners of the
Profit (loss) attributable to non-controlling IICOTESÉS oococcccccnnnnnnnononnnonanonannnnnrnonnrnnnononornannonannos
Profit (loss) for the periOd.ococioccinncnmnmnmmmmmm.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Total Current aSSetS .ooocicnnoncnoninnnncennnonannnnonnnnnnnonannons Total property, plant and equipMeNt.ooooncnnnincn.
Investments accounted for using equity Met ccinciccicnicnonncnncnonnon con conrnno noo cnnrnonnancnnros
Non-current receivableS .oooooconocnonconoononnconcnncnnconnons All other assetsO cocccicicincoconinnonononononcncnrororononononoos Total assets
Total current liabilitieS .ooononioninncnicnnnnnnnnmxxoo.
Total non-current liabilitieS.o.oononononn.n.
Total liabiliti8S.ononcnnnnnicnncn nono: Non-controlling interestS.o.occocncmmmmmmmmmmm.
For the six-month period ended
For the year ended December 31, June 30,
2020 2021 2022 2022 2023 (in thousands of U.S.$)
14,173,168 21,024,815 17,018,409 8,690,940 8,288,982 (10,565,179) (12,185,688) (12,284,652) (5,787,556) (6,764,907)
3,607,989 8,839,127 4,733,757 2,903,384 1,524,075
97,321 115,741 64,731 30,943 53,290 (206) (1,250) (2,648) (1,318) 1,627 (9,463) (9,389) (17,151) (6,706) (17,446) (397,045) (459,278) (502,313) (246,659) (268,721) (1,456,821) (2,717,007) (2,103,316) (925,946) (971,027)
30,425 37,531 29,782 15,768 14,506
40,213 13,657 47,245 13,705 47,065 (742,464) (641,009) (569,060) (285,459) (383,002)
51,991 76,821 6,593
39,436 414,845 (165,501) 313,736 (237,777) 124,991 (309,378)
1,043,884 5,906,704 1,495,241 1,699,524 (315,604) (787,003) (3,855,336) (1,133,670) (1,179,758) 175,296
256,881 2,051,368 361,571 519,766 (140,308)
1,942,486 345,589 497,792 (135,597)
242,993
13,888 108,882 15,982 21,974 (4,711)
256,881 2,051,368 361,571 519,766 (140,308) As of December 31
2020 2021 2022 As of June 30, 2023 (in thousands of U.S.$)
7,758,122 7,801,909 6,794,843 6,554,712
30,012,945 30,811,432 32,715,373 33,730,47702
3,418,958 3,546,011 3,527,323 3,520,980
93,986 104,177 88,906 87,407
926,375 793,906 1,610,787 1,627,029
42,210,386 43,057,435 44,737,232 45,520,605
3,439,907 3,938,877 3,920,485 3,480,514
27,143,988 27,543,657 29,162,182 30,519,158
30,583,895 31,482,534 33,082,667 33,999,672
924,942 946,412 914,083 909,372
39 Equity attributable to owners of the parent . 10,701,549 10,628,489 10,740,482 10,611,561 Total equitY coccion 11,626,491 11,574,901 11,654,565 11,520,933 Total liabilities and equity.o.cncocicicacicanannnnrnononcnnes 42,210,386 43,057,435 44,737,232 45,520,605
As of and for the six-month period ended As of and for the year ended December 31, June 30,
2020 2021 2022 2022 2023 (in thousands of U.S.$, except ratios and copper prices)
OTHER ITEMS
Depreciation and amortization of 1,115,031 1,065,616
ASSO ES coocaconcononononononononcncn conan onononononononoso 2,455,070 2,259,324 2,227,284
Interest expense, Mt .oooocoocncnnnnconnnnnnnos (702,251) (627,352) (521,815) (271,754) (335,937)
Ratio of earnings to fixed charges (adjust DO acacia cciccccnaconconoconcnononnos 2.4 10.2 3.6 7.0 0.2
Average LME copper price (U.S. € per pod) ccccccnccccnonicinnoncnonnnncinnos 280.3 424.5 399.0 442.5 394.8
Adjusted EBITDAO ccoo 5,289,081 10,378,724 5,565,010 3,804,697 1,775,164
Ratio of debt to Adjusted
EBITDAO 3.4 1.7 3.0 N.A N.A
Ratio debt to LTM Adjusted
EBITDACÚO enanncccininononocononcnnoncnnnncnnos 3.4 17 3.0 19 5.2
Adjusted EBITDA coverage
TO ccaaanananonooooooononnnnnnss 7.5 16.5 10.7 14.0 5.3 (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 No. 2,398, Article 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 CODELCOs 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)
(7) (8) 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.
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
40 (9) (10) (5D) (12) 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, 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.
Ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of 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, 2023 and for the six-month periods ended June 30, 2022 and 2023, certain reclassifications were made to the statement of financial position as of December 31, 2021 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 CODELCOs 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,
2020 2021 2022 2022 2023 (in thousands of U.S.$)
Profit (loss) for the peri0d .oocinininnninicininnnn. 256,881 2,051,368 361,571 519,766 (140,308) Income taX exXpenSe coocococccccnoninononononaninncnononon: 787,003 3,855,336 1,133,670 1,179,758 (175,296) Finance COStS.cocociccnoonocononcnconocanonononononrncnnnnanos 742,464 641,009 569,060 285,459 383,002 ImpairmentSO cacicciccocnninnonnnnnncnncnonnonnorcnnnos – – – – – Adjusted EBITO 1,786,348 6,547,713 2,064,301 1,984,983 67,398 Ratio of earnings to fixed charges 7.0 0.2 (adjust) ccccccccicccnacioninionocionocionicnonins 2.4 10.2 3.6
Depreciation and amortization of assets(?. 2,455,070 2,259,324 2,227,284 1,115,031 1,065,616 Copper Reserve La WO eccciccincinonnninnconoon: 1,047,663 1,571,687 1,273,425 704,683 642,150 Adjusted EBITDA . 5,289,081 10,378,724 5,565,010 3,804,697 1,775,164 (1) Impairments include charges and reversals related to charges of investment projects, research projects and investment in associates and joint
0) (3) (4) ventures and exclude impairment charges related to definitely-lived tangible assets which show indicators of impairment under International Accounting Standard No. 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.
41 (5) 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.
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,
2020 2021 2022 2022 2023 (in thousands of U.S.$, except ratios)
DDlencnnconioncnnconccnnconconconncnocononncon ron conncnnsnnnenos 18,076,656 17,241,500 16,958,377 17,183,177 18,458,826 Ratio of debt to Adjusted EBITDA. 3.4 1.7 3.0 NA N.A Finance inCOM6 concocconconinncnncnnonconcnncnnonconcnncanoss 40,213 13,657 47,245 13,705 47,065 Adjusted EBITDA coverage ratio . 7.5 16.5 10.7 14.0 5.3
(1) Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income.
42 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, 2020, 2021 and 2022 and for the six-month periods ended June 30, 2022 and 2023. For more information regarding such data, see Business Properties.
For the six-month period ended
Year ended December 31, June 30,
2020 2021 2022 2022 2023 COPPER MINING OPERATIONS Ore Mined (in thousands of dry metric tons): Mina Ministro HalesS.ococnnnnnninnnncninnos 19,574 16,492 20,125 9,295 10,852 Chuquicamata Divisi0N .oococicnnnnonmn. 67,172 48,776 43,503 22,442 12,499 Radomiro Tomic DivisiON.ooonmcmmm.m. 72,286 80,597 83,910 40,512 45,441 Gabriela Mistral DivisioN.o.ooooonno. 36,475 38,030 39,060 19,360 19,870 El Teniente DivisiON.ocnonccnnonncnonnnoninnos 53,343 4,979 4,290 2,296 1,850 Andina DivisiON.oonoccconononnconcnnnoncnncnnnonns 33,035 17,337 18,466. 9,819 7,808 Salvador Division . 10,882 2,930 2,645 1,244 1,560
292,767 209,132 211,999 104,977 99,879 Average Copper Ore Grade: Mina Ministro HaleS.oocnicnicnnnnnnninnnomo 1.07% 1.31% 1.04% 1.09% 0.70% Chuquicamata Divisi0N .oococicnnnnonmn. 0.76 0.64 0.55 0.59 0.43 Radomiro Tomic Division. m0. 0.45 0.56 0,52 0.53 0.53 Gabriela Mistral DivisioN. 0.40 0.40 0.43 0.47 0.41 El Teniente DivisiON.ococnccnocnincnoninnnnnnnns 0.94 0.57 0.53 0.55 0.56 Andina DivisiON.oonoccconononnconcnnnoncnncnnnonns 0.72 0.80 0.80 0.80 0.83 Salvador Divisi0ON .oooncnoonocinncononnnoncnnnnos 0.66 1.11 0.88 0.86 0.60 Weighted AVerage .ocooncnniconnnnnnnnnnnn: 0.69% 0.64% 0.59% 0.61% 0.53% PLANT COPPER PRODUCTION (by division in metric tons): Mina Ministro Hales .ocnocccnnnnnnnnnnaninnncs 170,606 181,704 152,167 75,458 48,358 Chuquicamata DivisiON.ooooocnncnnicnnnnonmnm. 400,720 319,280 268,348 140,678 117,521 Radomiro Tomic Division .o.ooomommmm. 260,653 326,456 301,062 145,634 155,101 Gabriela Mistral Division .omoonnonnnnmmmm.: 120,080 100,908 109,524 59,209 48,472 El Teniente Division .ooonnooncnonananinnnoninnnono 443,220 459,817 405,429 204,475 174,002 Andina Divisi0N .oooonccnonoonconcnnnononncnncnnnnonos 184,437 177,216 177,027 95,774 79,937 Salvador DivisiON.ooooocconnnnoncnononanoninonanonnnos 56,302 52,885 32,065 14,529 9,306 Total coonoononociccionicnnononncononnconcnncnnnnnnonnos 1,618,018 1,618,266 1,445,621 735,756 632,697 PLANT COPPER PRODUCTION (contained copper in metric tons): ER Catho0dS.ooocononconnonooncnncnnonncnnonnconcnncnncnnos 47,542 60,210 22,525 22,525 2,658 SX-EW Cathodes. 384,188 414,556 392,524 197,767 177,767 CalciMed.coconccnoconononnnononnoononncnnonncononncnncnnnonnnnos 100,116 135,913 136,099 68,893 46,788 Anodes – BliSteT.ooconconocinononnnnconcnncnncnnnnnonos 372,607 388,084 376,380 177,908 144,456 White Metal.ooonconnnnonnonoonoonconcnncnncnncnncnncononos 0 4,384 4,079 0 964 CONCENELAtES .occooooonoccononcnnnonnnanononnnonocnn nan cnnonnos 713,565 615,119 514,015 268,664 260,064 Total coocononnonininonononononcninnncnanonnnnnononnnons 1,618,018 1,618,266 1,445,621 735,756 632,697 MOLYBDENUM PRODUCTION (contained molybdenum in metric tons). 27,915 21,045 20,498 10,960 7,927 COPPER SALES (in metric tons; includes sales of third-party copper): ¡A 1,233,448 1,253,251 1,131,038 561,294 545,528 Fire RefiNed.ooooconnnncnnonionocnnononncononnconcnnnonnnnos – – – – – Anodes – BliSteT.ooconconocinononnnnconcnncnncnnnnnonos 103,850 106,679 108,351 38,280 45,346 CONCENELAtES .occooooonoccononcnnnonnnanononnnonocnn nan cnnonnos 610,599 553,902 492,578 227,974 217,971
1,947,897 1,913,832 1,731,967 827,548 808,845
43 COPPER EXPORTS (in metric tons; includes sales of third-party copper): CathoOdeS .ooonccococicoconononanonnnncnononononarnrnonononananns BliStOT coooococonnnonnnnonononocanananocnononononornrnonococncnono
INVENTORIES OF COPPER AT PERIOD-END (in Metric tONS) .cooooccccnocaniccnononononanonanononennnnns
1,143,212 1,133,925 1,059,316 524,553 502,668
100,638 106,689 108,351 38,280 45,346
399,900 332,753 301,940 143,483 157,213
1,643,750 1,573,367 1,469,607 706,316 705,227
17,305 12,210 19,372 17,591 16,194
44 MANAGEMENTS 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 [FRS.
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
2022, CODELCO derived 91.41% of its total sales from copper and 8.9% 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.$160.9 billion (in
2022 currency) to the Chilean Treasury. Approximately 63.0% of this amount was generated in the last 20 years, representing 8.4% of the revenues of the Government of Chile. In 2022, CODELCO accounted for 13.1% 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 399.0 cents per pound in 2022 compared to 424.5 cents per pound in 2021 and 280.3 cents per pound in
2020. Copper prices averaged 394.8 cents per pound in the first six months of 2023, compared to 442.7 cents per pound in the first six months of 2022. Prices have been affected by the COVID-19 pandemic in 2020, following by the recovery of the global economy during 2021 and a lower growth in China and the stabilization of the economy post pandemic in 2022. 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. 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 industry?s cost curve. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industry?s cost curve in the long-term.
In 2022, CODELCOSs total costs and expenses increased by 56.6 cents per pound (22.2%) to 310.9 cents per pound, compared to 254.3 cents per pound in 2021 and 241.8 cents per pound in 2020, mainly due to higher input prices and lower production volume, partially offset by foreign exchange rate depreciation of the Chilean peso against the U.S. dollar.
For the first six months of 2023, CODELCO s total costs and expenses increased by 129.5 cents per pound (48.8%) to 395.0 cents per pound, compared to 265.5 cents per pound for the same period in 2022, mainly due to lower production and the use of inventory, and higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and an appreciation of the Chilean peso against the U.S. dollar that impacted salaries and contracts, contributing to an overall increase in cash costs.
In 2022, CODELCOSs total costs and expenses increased to U.S.$9.9 billion, compared to U.S.$9.1 billion in 2021, and to U.S.$8.6 billion in 2020, due to lower production and higher input prices, partially offset by a depreciation of the Chilean peso against the U.S. dollar (2022 compared to 2021). For the first six months of 2023, CODELCOSs total costs and expenses amounted to U.S.$5.5 billion, compared to U.S.$4.3 billion for the same period in 2022. In 2022, CODELCOSs cash cost of production was 165.4 cents per pound, compared to 132.7 cents per pound in 2021 and 129.4 cents per pound in 2020.
45 For the first six months of 2023, CODELCOs cash cost of production was 212.9 cents per pound, compared to 150.6 cents per pound for the same period in 2022. In 2022, CODELCO’S total cash cost was U.S.$5.2 billion, compared to U.S.$4.7 billion in 2021 and U.S.$4.5 billion in 2020. For the first six months of 2023, CODELCOSs total cash cost was U.S.$2.9 billion, as compared to U.S.$2.4 billion for the same period in 2022 (such total cash cost includes certain cash cost incurred at the corporate level).
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, 2023, 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, 2023. 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 CODELCO*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.
CODELCOS”s financial performance is also significantly affected by the relationship of copper prices to production costs. In 2022, CODELCOS*s annual production, including its investment in El Abra and Anglo American Sur, was 1.55 million metric tons from 1.73 million metric tons in 2021 and 1.73 million metric tons in 2020. The production in 2022 was lower mainly due to lower production at Chuquicamata, El Teniente and Ministro Hales, partially offset by the higher production at Gabriela Mistral and Andina.
In 2022, each U.S.$0.01 change in CODELCO*s average annual copper price per pound caused a variation in revenue of approximately U.S.$31.8 million. CODELCO expects production to decrease in the near future resulting from lower average ore grades and lower reclamations levels and to stabilize over time. CODELCO continues to develop its project pipeline with the goal of increasing its production marginally in the long-term, by overcoming certain non-permanent disruptions, such as inclement weather and other natural events. See Risk Factors-Risks Relating to CODELCO’s Operations-Earthquake damage to CODELCOs properties and operations could negatively affect CODELCOSs results.
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.
46 In 2022, CODELCO invested U.S.$3.4 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.
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 ended in February 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 CODELCOs 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,
2020 2021 2022 2022 2023 RevenU8 cococccccncnonononononannnncnononononnnncnononos 100.0% 100.0% 100.0% 100.0% 100.0% Cost of SalOS .oococcncnoniconnncnnnnnonnnnnnnnnonos (74.5) (58) (72.2) (66.6) (81.6) GIOSS POfiocoocnconicacicnnonnnnnonnnncnnnncnnnnnnos 25.5 42 27.8 33.4 18.4 Other income .ccccnc. . 0.7 0.6 0.4 0.4 0.6 Administrative expenses coccion. (2.8) (2.2) (3.0) (2.8) (3.2) Other expenses, by function. (10.3) (12.9) (12.4) (10.7) (11.7) Finance COSÉS ooccoccccncccnnnnnnnnnnnncnnnncnncnnnos (5.2) (3.0) (3.3) (3.3) (4.6) Profit (loss) before income taX. 7.4 28.1 8.8 19.6 (3.8) Income tax eXpenSe cooococcccccnonnnncnnnncnnns (5.6) (18.3) (6.7) (13.6) 2.1 Profit (loss) for the period. 1.8% 9.8% 2.1% 6.0% (1.73%
The following tables set forth, for the periods indicated, certain price, volume and cost data:
For the six-month periods ended
Year ended December 31, June 30,
2020 2021 2022 2022 2023 CODELCO Average Metal Price (per pound)W COPPOL cocccccccncncncncncncnnos $2.46 $4.36 3.76 4.03 3.90 MolybdenuM .ccccccncno. $8.31 $15.31 40.03 40.39 60.94 CODELCO Sales Volume (in metric tons) Own copper (2). 1,858,920 1,846,164 1,664,341 799,017 760,346 Third-party COpper. 191,668 193,309 192,831 84,359 100,115 Total copper 2,050,588 2,039,473 1,857,172 883,376 860,461 Molybdenum (in oxide and concentrate). 28,755 21,754 20,889 9,961 8,429 CODELCO*s Cash Cost of Production (per pound). 129.44 132.74 165.4t 150.64 212.94 (1) 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 CODELCOS*s subsidiaries.
47 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 2021, LME copper prices increased to 424.5 cents per pound compared to 279.8 cents per pound in 2020, which was attributable to the Chinese and global economies recovery from the COVID-19 pandemic during 2021. In 2022, LME copper prices averaged 399.0 cents per pound in 2022 compared to 424.5 cents per pound in 2021, mainly due to a lower growth in China and the slowdown of the economy post pandemic.
Copper prices averaged 394.8 cents per pound in the first six months of 2023, compared to 442.7 cents per pound in the first six months of 2022, due to global economic uncertainty and lower growth mainly in China due to strong anti-COVID measures that have slowed the recovery. CODELCO”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 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 CODELCO”s production or its financial results in 2020 or 2021, the ultimate impact of COVID-19 on CODELCOS”s financial and operating results is unknown 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, 2022 and 2023
The following table sets forth CODELCOs summarized results of operations for the six-month periods ended June 30, 2022 and 2023:
For the six-month periods ended June 30, % Change
2022 2023 20222023 (in millions of U.S.$) ReVeMUO cococccococnnnnnnnononononanononcncorononnconanononcarornrn conan ananananon raro rnnnrnranananons 8,690,940 8,288,982 (4.6) Cost of SalOS.oocococicicicococococnnncncnnananononon caco cocoa nonananon cana rn nono conanararcncncno (5,787,556) (6,764,907) 16.9 GTOSS PlOfib.coococonococaconanononnnonononcnnonononononon caco cono nn nnnannnanon cara on cn nannananancno 2,903,384 1,524,075 (47.5) Other inCOM6 ccoocococnccocaconanonnnnnonnnncnnononnnnonn crono nn nnnonnnnonnon cnn on cnn rnannrnnnrnnnos 30,943 53,290 72.2 Administrative exXDenSesS .oococconoconnnnonnnnnnnnncnnononnoncnnononnrnannrn cnn cnnnnoneonnns (246,659) (268,721) 8.9 Other expenses, by function. . (925,946) (971,027) 4.9 FIMAanCe COSTS mocococonononononannnacncnononaranncncnnnonanarnnnnnonona rara rnononanararncnononananas (285,459) (383,002) 34.2 Share of profit of associates and joint ventures accounted for (1,318) 1,627 (223.4) using equity MethOd.oooccncnonncinnncnnnnnnnnncnnonnnnoncnnononnrnonnrnnnnonnnnonannnn
Foreign exchange differences .cocciconononocnnnnonconennnnnnnnnncnnononnrnannrncnacnnnos 124,991 (309,378) (347.5) Profit (loss) before inCOMe taX .oocooconncnocococononinnononononnnnonnononnrncnnrnnnacnnns 1,699,524 (315,604) (118.6) Income tax expense . . (1,179,758) 175,296 (114.9) Profit (loss) for the periOd.oooccoonnncinnncnnononnnonnoconnoronnononnrncnnrnnnacnnnos 519,766 (140,308) (127.0) Profit (loss) attributable to OwnNers Of Pare .ooonnnoccnncnnnccnnnnocnnnnnnnnnnoss 497,792 (135,597) (127.2) Profit (loss) attributable to non-controlling interestS.oo.c. 21,974 (4,711) (121.4)
Revenue. The following table sets forth CODELCOs revenue for the six-month periods ended June 30,
2022 and 2023:
For the six-month periods ended June 30, % Change
2022 2023 2023 (in millions of U.S.$)
Revenue coccoccccccnononononcncnnonanononononon cono nnnanonanonon on on cono nana anan aran on nana on nn rnnanananons 8,690,940 8,288,982 (4.6) Sales of CODELCOS OWN COPPETcococcccnccconononnnncnnonannonnnnonnoncnnoncnnonan 7,137,665 6,565,564 (8.0) Sales Of third-party COPPOT oooooocccococonnnoconononnonnnnononnnnanncnnnncnnoncnnonnnonans 778,502 886,866 13.9 Sales of byproducts and OtléT.oooccccncnccncconoconononnnonannrnnnncnnononnonnnnonon 774,773 836,552 7.9
48 Revenues decreased by 4.6% to U.S.$8.3 billion in the first six months of 2023, compared to U.S.$8.7 billion for the same period in 2022. This decrease was primarily attributable to a decrease in own copper sales volume by 4.6% due to a decline in overall production levels and a decrease in realized copper prices by 3.1% in the first six months of 2023, compared to the same period in 2022. The average LME copper prices in the first six months of 2023 was 394.8 cents per pound as compared to 442.7 cents per pound for the same period in 2022.
Third-party copper sales totaled U.S.$886.9 million in the first six months of 2023, compared to U.S.$779 million for the same period in 2022, attributable to an increase 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 own production is insufficient to cover the quantities that it has agreed to supply its customers.
Sales of byproducts and other increased 7.9% to U.S.$836.6 million in the first six months of 2023, compared to U.S.$774.8 million for the same period in 2022. This increase was primarily due to the 50.9% growth in average realized price of molybdenum.
Cost of sales. CODELCO’s cost of sales in any period includes both the mining and production costs of its own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the six-month periods ended June 30, 2022 and 2023:
For the six-month period ended June 30, % Change
2022 2023 2023 (in millions of U.S.$)
COSt Of SalBS.ooocoioninannincncnnnanoninnononnononcnnon coran on cnnon conan on cnnon conan on conononnanonins (5,787,556) (6,764,907) 16.9 Cost of CODELCOs OWN COPPT.ccccccocccnnconnnnocnnnnnnncnnnnnnnononaononannannos (4,648,116) (5,483,044) 18.0 Cost of third-party SaleS .oocoococincioninannnnnnnncnrconcnncnncrrnnrorcancarorrorcor canoas (782,150) (876,942) 12.1 Cost of byproducts and OtheT cocooocnonccinnocinccnnnnocnnnnnnnnnnnnnnnnonnnnonannnnoo (357,290) (404,921) 13.3
CODELCOSs total cost of sales increased by 16.9% to U.S.$6.8 billion (81.6% of sales) in the first six months of 2023, compared to U.S.$5.8 billion (66.6% of sales) for the same period in 2022, primarily due inventory usage, which played a significant role in driving up costs during this period. Additionally, higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and an appreciation of the Chilean peso against the U.S. dollar that impacted salaries and contracts, contributing to an overall increase in costs. 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 18.0% to U.S.$5.5 billion during the first six months of 2023, compared to U.S.$4.6 billion for the same period in 2022. This increase is primarily attributable to inventory usage, which played a significant role in driving up costs during this period, as well as higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and an appreciation of the Chilean peso against the U.S. dollar that impacted salaries and contracts, contributing to an overall increase in costs.
The cost of copper purchased from third parties increased by 12.1% in the first six months of 2023 to U.S.$876.9 million, compared to U.S.$782.2 million for the same period in 2022. The increase was mainly caused by higher sales volume of third-party copper.
The cost of byproducts and other increased by 13.3% to U.S.$404.9 million in the first six months of 2023, compared to U.S.$357.3 million for the same period in 2022, primarily due to higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and an appreciation of the Chilean peso against the U.S. dollar that impacted salaries and contracts, contributing to an overall increase in cost. Depreciation and amortization expenses remained relatively flat at U.S.$1,065 million during the first six months of 2023, compared to U.S.$1,115 million for the same period in 2022.
49 Gross profit. Gross profit amounted to U.S.$1.5 billion for the first six-months of 2023, compared to U.S.$2.9 billion for the same period in 2022. This 47.5% decrease was primarily attributable to the decrease in revenues due to lower sales volume of copper, lower copper price and higher sale costs.
Other income. The largest components of other income are other miscellaneous income, miscellaneous sales and penalties to suppliers. Other income increased 72.2% to U.S.$53.2 million in the first six months of 2023, compared to U.S.$30.9 million for the same period in 2022, mainly attributable to the income derived from a one- time payment in the second quarter of 2023 related to insurance compensation.
Administrative expenses. Administrative expenses increased to U.S.$268.7 million (3.2% of total revenues) during the first six months of 2023, compared to U.S.$246.7 million (2.8% of total revenues) for the same period in
2022. This increase was primarily attributable to the effect of the appreciation of the Chilean peso against the U.S. dollar and an increase in the Consumer Price Index (CPI) impacted salaries and contracts contributing to an overall increase in costs.
Other expenses, by function. Other expenses, by function amounted to U.S.$971.0 million (11.7% of total revenues) during the first six months of 2023, compared to U.S.$925.9 million (10.7% of total revenues) for the same period in 2022. This increase was primarily attributable to fixed indirect costs and low production levels.
The following table sets forth the principal components of CODELCO”s other expenses, by function for the periods indicated:
For the six-month period ended June 30,
2022 2023 (in millions of U.S.$) Copper Reserve La W.ococonnncinnnnnnncnonnnnnonncnnonncnonncnncnnonncnncnn corn ono on nn non nena nunca cnn cnn cn ann can cnnnonncnns 704,683 642,150 Bonus for the end of collective bargaining and other employee benefitS .oooionionnncnconmmm.m. 37,348 31,858 Other non-cash charges 22,219 22,607 OSO AN 161,696 274,412 Total other expenses by FUNCION .coocconocicnononnononnononnonononrcncnnoncnoon coran on cnnar on canon canon conan 925,946 971,027
CODELCO recorded other expenses of U.S.$925.9 million and U.S.$971.0 million in the first six months of 2022 and 2023, respectively, pursuant to the Copper Reserve Law, which levies a 10.0% 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 decrease of this tax recorded in the first six months of
2023 compared to the same period in 2022 is primarily attributable to lower revenues from CODELCOs own copper sales.
Bonuses for the end of collective bargaining and other employee benefits decreased to U.S.$31.9 million for the six months ended June 30, 2023 from U.S.$37.3 million for the six months ended June 30, 2022, due to a lower amount of bonuses for the end of collective bargaining.
Other expenses (as a sub-category of other expenses as a whole) increased from U.S.$161.7 million for the six months ended June 30, 2022 to U.S.$274.4 million for the six months ended June 30, 2023, mainly due to an increase in indirect fixed costs from U.S.$44.2 million during the first six months of 2022 to U.S.$155.8 million in the first six months of 2023.
Finance costs. Finance costs increased to U.S.$383.0 million in the first six months of 2023, compared to U.S.$285.5 million for the same period in 2022. This increase was primarily attributable to higher average debt amount in 2023 than in 2022 mainly related to new issues in January 2023. The average interest rate was 4.2% as of June 30, 2023. As of June 30, 2023, 92.0% of our debt had a fixed rate and 8.0% had a floating rate.
Share of profit(loss) of associates and joint ventures accounted for using equity method. CODELCO”s net equity participation in related companies decreased to a net loss of U.S.$(6.6) million in the first six months of 2023,
50 compared to a net profit of U.S.$76.8 million for the same period in 2022. This decrease was primarily attributable to the decrease of sales volumes and lower copper prices.
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 loss from foreign exchange differences of U.S.$309.4 million in the first six months of 2023, compared to a gain from foreign exchange differences of U.S.$124.9 million in the same period of 2022. The loss recorded in the first six months of 2023 is primarily attributable to the appreciation of the Chilean peso against the U.S. dollar during the six-month period ended June 30, 2023 as compared to December 31, 2022.
Profit (loss) before income tax. Loss before income tax was U.S.$315.6 million during the first six months of 2023, compared to U.S.$1,699.5 million for the same period in 2022, primarily attributable to lower sales volumes and prices, higher costs and foreign exchange differences.
Income tax expense. During the first six months of 2023, 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 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During the first six months of 2022, CODELCO was subject to the same statutory tax rate of 65.0%. 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 5.0% and 14.0%. CODELCOS”s statutory rate of the mining tax for 2020, 2021 and
2022 was 5.0%. CODELCO”s taxes on income amounted to an income of U.S.$175.3 million during the first six months of 2023 and an expense of U.S.$1,179.8 million during the same period in 2022. The increase in expense from taxes on income was primarily due to the loss before tax generated during the first six months of 2023.
Profit for the period. As a result of the factors described above, CODELCOSs loss after tax was U.S.$140.3 million during the first six months of 2023, compared to a profit after tax of U.S.$519.8 million for the same period in 2022.
Results of Operations for the Three Years Ended December 31, 2022
The following table sets forth CODELCOs summarized results of operations for the years ended December 31, 2020, 2021 and 2022:
Year ended December 31, % Change
2020 2021 2022 20202021 20212022 (in millions of U.S.$) Revenue cocococcnccnonononcncnnncnnonononanononononcnnncnianan 14,173 21,025 17,018 48.3% (19.1) Cost of SalOS.ooococicicicocicacocnononononincncanananonoso (10,565) (12,186) (12,285) 15.3 (0.8) GHOSS PlOfib.cooonoonococococacinanocnonononcncncnranononanons 3,608 8,839 4,734 145 (46.4) Other income, by functiON.ooncicnicnnonm. 97 116 65 18.9 (44.1) Administrative expenses coccion. (397) (459) (502) 15.7 9.4 ¡MSI (1,457) (2,717) 2,103 86.5 (22.6) Finance COSÉS cococccccccnnccnnnnncnnonannnnnnnrnonannnnnono (742) (641) (569) (13.7) (11.2) Share of profit (loss) of associates and joint ventures accounted for under the equity MethOdcoccocccnnnnnoninocannnnonononon coco coco cnnanonanoss 39 415 52 951.9 (87.5)
Foreign exchange differences .oocccconm. (166) 314 (238) (289.6) (175.8) Profit (loss) for the period before tax. 1,044 5,907 1,495 465.8 (74.7) Income tax exXpenSe ccocnccoccnnonnnnnncncnnnncnannono (787) (3,855) (1,134) 389.9 (70.6) Profit (loss) for the peri0d.ococoicicnnn. 257 2,051 362 698.6 (82.4) Profit (loss) attributable to owners of parent
RAR RR ARANDA ARAN RR RRRR ARAN RR RR RR RR RR RR ananananancannnnns 243 1,942 346 699.4 (82.2) Profit (loss) attributable to non-controlling
IMMOTOSES coocococcccnanccnnononnnnnnnoncnnononnonannrnnononnonono 14 109 16 684.0 (85.3)
Revenue. The following table sets forth CODELCOs revenues for the years ended December 31, 2020,
2021 and 2022:
s1
Year ended December 31, % Change
2020 2021 2022 20202021 20212022 (in millions of U.S.$)
Revenue cocococonononcnnonononononononononcncnnanonononon rn cnnnnninnos $14,173 $21,025 17,018 48.3% (19.1)% Sales of CODELCOS OWN COPPéT.coccciccncnno.: 11,775 17,715 13,853 50.4% (1.9% Sales of third-party COPPET .ooooocccccoconccccnnncnnnos 1,234 1,846 1,640 49.5% (11.1)% Sales of byproducts and Other .ocoioionin. 1,163 1,464 1,531 25.9% 4.6%
In 2022, revenues decreased by 19.1% to U.S.$17.0 billion, compared to U.S.$21.0 billion in 2021. This decrease was primarily attributable to a lower sales volume and a decrease in CODELCOs average copper price from U.S.$4.36 per pound in 2021 to U.S.$3.76 per pound in 2022. Our own copper sales decreased by 21.9% mainly due to lower sale volume due to lower production. In 2021, revenue increased by 48.3% to U.S.$21.0 billion, compared to U.S.$14.2 billion in 2020. This increase was primarily attributable to an increase in CODELCOs average copper price from U.S.$2.87 per pound in 2020 to U.S.$4.36 per pound in 2021 and an increase in the volume of copper sold as a result of higher production levels. Our own copper sales increased by 50.4% mainly due to the increase in CODELCO*s average copper price in 2021.
Third-party copper sales totaled U.S.$1.6 billion in 2022 compared to U.S.$1.8 billion in 2021, attributable to lower sales volume. In 2020, third-party copper sales totaled U.S.$1.2 billion, which was lower than 2021 as a result of higher average price of copper and sales volume in 2021.
In general, changes in the volume of third-party copper sales are dependent upon CODELCOs need to meet 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 4.6% to U.S.$1.5 billion in 2022, compared to U.S.$1.5 billion in
2021. This increase was primarily due to the 18.6% increase in molybdenum prices offsetting the decrease in molybdenum sale volume and other byproducts income. In 2021, these sales increased by 26.0% to U.S.$1.5 billion, compared to U.S.$1.2 billion in 2020. This increase was primarily due to an increase in molybdenum prices by
82.3% in 2021.
Cost of sales. CODELCO’s cost of sales in any period includes both the mining and production costs of its own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the years ended December 31, 2020, 2021 and 2022:
Year ended December 31, % Change
2020 2021 2022 20202021 20212022 (in millions of U.S.$)
Cost of SalS coccion $10,565 $12,186 $12,285 15.3% 0.8% Cost of CODELCOs 0wnN COPPT.cuo.o. 8,618 9,611 9,932 11.5% 3.3% Cost of third-party sales. 1,227 1,823 1,647 48.6% (9.7)% Cost of byproducts and other 720 752 706 4.4% (6.03%
CODELCOSs total cost of revenue increased by 0.8% to U.S.$12.3 billion (72.2% of revenue) in 2022, compared to U.S.$12.2 million (58.0% of revenue) in 2021, and compared to U.S.$10.6 billion (74.5% of revenue) in 2020, primarily due to higher input prices partially offset by the depreciation of the Chilean peso against the U.S. dollar, which impacted input prices in local currency.
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 3.3% to U.S.$9.9 billion in 2022 compared to
U.S.$9.6 billion in 2021 mainly due to lower sales volume, and higher operational cost. In 2021 cost of sales increased to U.S.$9.6 billion, compared to U.S.$8.6 billion in 2020. This increase was primarily attributable to
52 higher input prices partially offset by the depreciation of the Chilean peso against the U.S. dollar, which impacted input prices in local currency.
In 2022, the cost of copper purchased from third parties decreased by 9.7% to U.S.$1.6 billion compared to U.S.$1.8 billion in 2021, due to lower volume and average copper price. In 2021, the cost of copper purchased from third parties increased by 48.6% to U.S.$1.8 billion compared to U.S.$1.2 billion in 2020, due to higher volume of third-party copper and average copper price.
In 2022, cost of byproducts and other decreased 6.0% to U.S.$706.0 million primarily due to a decrease in volume sale of molybdenum, mainly to a reduced production at Salvador. In 2021, cost of byproducts and other increased 4.4% to U.S.$752.0 million compared to U.S.$720.0 million in 2020, mainly because of higher sales volume of byproducts.
In 2022, depreciation and amortization expenses decreased by 1.4% to U.S.$2.2 billion compared to U.S.$2.3 billion in 2021 and U.S.$2.5 billion in 2020.
Gross profit. In 2022, gross profit amounted to U.S.$4.7 billion which is a 46.6% decrease compared to the same period 2021, mainly due to lower revenues. In 2021, gross profit amounted to U.S.$8.8 billion which is a
145.0% increase compared to gross profit in 2020 primarily attributable to the higher volume sale and higher revenues due to higher average price received for CODELCOs product mix. In 2020, gross profit amounted to U.S.$3.6 billion.
Other income, by function. In 2022 other income, by function decreased by 44.1% to U.S.$64.7 million compared to U.S.$115.7 million in 2021 primarily attributable to the income related to the prepayment of U.S.$0.2 million of the debt of Gacrux in 2021. Other income, by function increased by 18.9% to U.S.$115.7 million in 2021 compared to U.S.$97.3 million in 2020. See note 22a to the Consolidated Financial Statements.
Administrative expenses. In 2022, administrative expenses increased by 9.4% to U.S.$502.3 million (3.0% of revenues) compared to U.S.$459.3 million (2.2% of revenues) in 2021 due to lower volume sale and higher input prices offset by a positive effect of the depreciation of the Chilean peso against the U.S. dollar. Administrative expenses increased to U.S.$459.3 million (2.2% of revenues) compared to U.S.$397.0 million (2.8% of revenues) in
2021 compared to 2020 respectively.
Other expenses. In 2022 other expenses amounted to U.S.$2.1 billion (12.4% of revenues) compared to U.S.$2.7 billion (12.9% of revenues) in 2021 and compared to U.S.$1.5 billion (10.3% of revenues) in 2020. The decrease in 2022 was mainly attributable to a decrease in expenses payable under the Copper Reserve Law, and lower bonuses paid related to collective bargaining processes and mining properties fair value adjustment.
The following table sets forth the principal components of CODELCO’s other expenses for the periods indicated:
53 Year ended December 31,
2020 2021 2022 (in millions of U.S.$)
Copper Reserve LaW .ooococoncnnnncnnconnnnnnnnnnnnnncnncncnnoncnnono $(1,048) (1,572) (1,273) Bonus for the end of collective bargaining and Employee BenefitS .oooocononcnicncnnnnonnnconncnonnrnonnnncnnornnnono (172) (293) (110) Asset impairments. (Q4) (125) (89) Other non-cash charges . . (40) (132) (48) Other expeNSES.ocooccnnoncnnnnrnnconconcnnonnorron corran coran rorcan canos (173) (595) (582)
Total cococococicnccconcnonononononononononnnnonononononononnnnnnnnonos (1,457) (2,717) (2,103)
CODELCO recorded other expenses of U.S.$1.3 billion, U.S.$1.6 billion and U.S.$1.1 billion in 2022,
2021, and 2020, respectively, pursuant to the Copper Reserve Law, which levies a 10.0% tax on receivables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related byproducts produced by CODELCO. The decrease of this tax recorded in 2022 compared to 2021 is primarily attributable to lower volume sold and a decrease in copper prices, and lower revenues.
Other expenses decreased to U.S.$582.0 million in 2022 compared to U.S.$595.0 million in 2021 mainly due to the decrease in the mining property value adjustment in 2022 compared to 2021.
Finance costs. In 2022, finance costs decreased 11.2% to U.S.$569.0 from U.S.$641.0 million in 2021, compared to U.S.$742.0 million in 2020, primarily attributable to lower interest expenses of bonds during 2022.
CODELCO'”s debt level was U.S.$17.0 billion as of December 31, 2022 compared to U.S.$17.2 billion as of December 31, 2021, and U.S.$18.1 billion as of December 31, 2020.
CODELCOSs average interest rate remained at 4.1% as of December 31, 2022, December 31, 2021, and December 31, 2020. As of December 31, 2022, 94,2% of our debt had fixed rate and 5.8% a floating rate, as of December 31, 2021, 94.3% of our debt had fixed rate and 5.7% a floating rate and, as of December 31, 2020, 91.3% of our debt had fixed rate and 8.7% a floating rate. See Selected Consolidated Financial Data for information regarding debt during the years ended December 31, 2020, 2021 and 2022.
Share of profit(loss) of associates and joint ventures accounted for using equity method. In 2022, CODELCOSs net equity participation in related companies was a net profit of U.S.$51.9 million, compared to a net profit of U.S.$415.0 million in 2021. and a net profit of U.S.$39.0 million in 2020. The decrease in 2022 compared to 2021 was primarily attributable to a decrease in Sociedad Contractual Minera El Abra and Anglo American Surs profitability. See note 9 to the Consolidated Financial Statements.
Foreign exchange differences. CODELCO experienced a loss from foreign exchange differences of U.S.$237.7 million in 2022 compared to 2021, primarily attributable to the depreciation of the Chilean peso against the U.S. dollar during 2022 as compared to 2021. In 2021, foreign exchange differences experienced a gain of U.S.$313.7 million compared to a loss from foreign exchange differences of U.S.$165.5 million in 2020, primarily attributable to the appreciation of the Chilean peso against the U.S. dollar during 2021 as compared to 2020.
Profit (loss) before tax. In 2022, profit before tax decreased to U.S.$1.5 billion, compared to U.S.$5.9 billion in 2021. This decrease was primarily attributable to lower sales volume in 2022. In 2021, profit before tax increased to U.S.$5.9 billion compared to U.S.$1.0 billion in 2020 primarily due to higher average copper prices, mainly at the end of the period, and higher sales volume.
Income tax expense. In 2022, 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 17.0% 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 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During 2021 and 2020, CODELCO was subject to the same statutory tax rate of 65.0%. 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
54 between 5.0% and 14.0%. CODELCO”s statutory rate of the mining tax for 2022, 2021 and 2020 was 5.0%.
CODELCOSs taxes on income amounted to an expense of U.S.$1,134 million in 2022, compared to an expense of U.S.$3,855 million in 2021 and U.S.$787.0 million in 2020, primarily as a result of a decrease in CODELCO*s pre- tax profit in 2022. 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.$362.0 million in 2022, U.S.$2,051 million in 2021 and U.S.$257.0 million in 2020.
Liquidity and Capital Resources
CODELCO”s 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, 2023, non-cash charges were U.S.$125.0 thousand in amortization and U.S.$1,065 million in depreciation. Non-cash deferred tax charges of U.S.$168 thousand in amortization and U.S.$1,115 million in depreciation were recorded for the six-month period ended June 30, 2022.
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.$200.0 million through a retention of CODELCO*s 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.$3.0 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.$200.0 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.$225.0 million of 2014 profit, but charged to 2015 profits. However, due to CODELCOs 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.$600.0 million (out of the maximum U.S.$3.0 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.$975.0 million, U.S.$500.0 million of which related to a capital injection to finance CODELCO’s investment plan and was received in December 2016.
The remaining U.S.$475.0 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.$950.0 million for both 2016 and 2017 (up to U.S.$475.0 million for each year) in the event CODELCO does not have the required pre-tax profits to cover the
10.0% special export tax under the Copper Reserve Law. In April 2017, CODELCO received the U.S.$475.0 million capital injection in U.S. dollars for 2016.
Law 20,989 also extended the U.S.$3.0 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.$520.0 million (out of the maximum U.S.$3.0 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.$1.0 billion to complete the multi-
55 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.$600.0 million and on February 28, 2019 for the remaining U.S.$400.0 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.$225.0 million of which could not be implemented.
Since 2022, the Chilean Government is allowing CODELCO to annually reinvest 30.0% of its 2021-2024 profits. This represents a change in CODELCO*s dividend policy, which previously consisted of 100% net-profit distribution policy. This profit-reinvestment plan is expected to strengthen CODELCO”s financial balance sheet and reduce the need for additional financial debt The 30.0% profit-reinvestment plan resulted in an additional U.S.$583.0 million to CODELCO*”s financial cash flow in 2022 and an expected additional U.S.$103.7 million to CODELCOSs financial cash flow in 2023, during which dividends will be generated. The amount is calculated over the net profit of the previous year and charged in the current year or the following year until it is completed. A similar exercise is expected to be carried out in 2024.
See Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile- CODELCOS”s funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
Cash flows. In 2022, net cash flows from operating activities decreased by 26.2% to U.S.$4.3 billion from U.S.$5.9 billion in 2021. This decrease in net cash flows from operating activities resulted primarily due to the decrease in cash received from the sales of goods and services because of a decrease of sales volumes of 8.9% in
2022, compared to 2021. In 2021, net cash flows from operating activities increased by 55.9% to U.S.$5.9 billion from U.S.$3.8 billion in 2020. During the first six months of 2023, net cash flows from operating activities totaled U.S.$1.4 billion, which was 53.7% less than in the same period in 2022. Increased payments to suppliers in the period due to higher input prices, and lower cash received from the sales of goods and services was the main explanation for this decrease. See note 22 to the Unaudited Interim Consolidated Financial Statements and note 28 to the 2021-2022 Consolidated Financial Statements.
Bank debt. CODELCOSs total financial debt (defined as loans from financial institutions plus bonds issued) as a percentage of its total capitalization was 60.9% as of December 31, 2020, 59.8% as of December 31, 2021 and
59.3% as of December 31, 2022 and 61.6% as of June 30, 2023. CODELCOSs total outstanding financial debt as of December 31, 2020, 2021 and 2022, and as of June 30, 2023 was U.S.$18.1 billion, U.S.$17.2 billion and U.S.$17.0 billion, and U.S.$18.5 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, 2023, the loans described above were repaid in full at their respective maturity dates.
Between October and November 2016, CODELCO rolled over loans with The Bank of Tokyo-Mitsubishi
UFJ, Ltd. for U.S.$250.0 million and Export Development Canada for U.S.$300.0 million, increasing the original principal by an additional U.S.$50.0 million. The loans mature in five years and the terms are described below:
56 Credit Amount Interest Rate The Bank of Tokyo-Mitsubishi UFJ, Ltd. U.S.$250.0 million LIBOR plus 75.0 basis points Export Development Calada.ooccononnonocnnnnoncnnnn. 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.$300.0 million in full. In May 2017, CODELCO exchanged the short-term loan with Scotiabank 8: 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.$300.0 million. The new loans mature in five years and the terms and interest rates are described below:
Credit Amount Interest Rate Scotiabank €: Trust (Cayman), Ltd. U.S.$300.0 million LIBOR plus 65.0 basis points Export Development CaNMada .oooonconncconconcononnnnnos U.S.$300.0 million LIBOR plus 62.0 basis points
As of June 30, 2023, the loan described above with Scotiabank €: 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.$300.0 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, 2023, U.S.$300.0 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.$300.0 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 Chile . U.S.$300.0 million LIBOR plus 72.5 basis points December 2018
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. .oooonc. U.S.$100.0 million LIBOR plus 35.0 basis points March 2019 Scotiabank Chile .ooooccncn. U.S.$65.0 million LIBOR plus 35.0 basis points March 2019 Banco Santander-Chile . U.S.$100.0 million LIBOR plus 30.0 basis points April 2019 Banco Itaú Chil€ .o.ooconcnnnnnn. 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 de Chilé.oo.oicon.cionnn. U.S.$120.0 million LIBOR plus 66.0 basis points – June 2019
As of June 30, 2023, none of the loans mentioned above were outstanding. The Scotiabank Chile and Banco Santander-Chile loans described above were repaid in full at their respective maturity dates, while the loans described above with Banco de Chile, Banco de Crédito e Inversiones and Banco Itaú Chile were prepaid in full in December 2019.
57 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 (Bladex). 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.ooonnnmmmm. U.S.$75.0 million LIBOR plus 62.0 basis points December 2019
As of June 30, 2023, U.S.$300.0 million was outstanding under the loan described above with Export Development Canada and U.S.$75.0 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.$165.0 million, with a commitment fee of 30.0 basis points. The terms are described below:
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 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. .oooonoocnnccnoncnoccnnncnnnoss U.S.$100.0 million points May 2020
As of June 30, 2023, 2022, U.S.$300.0 million was outstanding under the loan described above with Export Development Canada while the BNP Paribas loan was fully prepaid in August 2020.
In January 2023, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 165.0 basis points and matures in 2033.
Credit Amount Interest Rate Date Loan Drawn
Export Development Canada. U.S.$500.0 million SOFR plus 165.0 basis March 2023 points
As of June 30, 2023, 2022, U.S.$500.0 million was outstanding under the loan described above with Export Development Canada.
In August 2023, CODELCO entered into two up to three-months advances on export exchange contracts (ACO).
58 Credit Amount Interest Rate Date Loan Drawn
Banco Santander-Chile.oo.oicnc. U.S.$130.0 million SOFR plus 37.0 basis August 2023 points Banco de Chile .o.ocoonnnnncninnnnonmooo.o. U.S.$200.0 million 5.740% August 2023
Other Debt. In July 2017, CODELCO launched a cash tender offer for 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.$900.0 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.$800.0 million consisting of its 3.150% notes due
2031. On May 8, 2020, CODELCO issued notes in an aggregate principal amount of U.S.$131.0 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.$335.0 million 4.500% notes due 2023 issued on August 13, 2013, resulting in a total aggregate principal amount outstanding of U.S.$466.0 million in this series. On October 22, 2021, CODELCO launched a cash tender offer for any and all of its outstanding 4.500% Notes due 2023, 2.250% Notes due 2024, and its 4.500% Notes due 2025, which was financed with the proceeds from a concurrent offering of U.S.$780.0 million aggregate principal amount of its 3.700% notes due 2050. The notes had identical terms, are fungible with and are part of a single series of senior debt securities with the U.S.$900.0 million aggregate principal amount of 3.700% Notes due
2050 issued on September 30, 2019 and the U.S.$1.0 billion aggregate principal amount of 3.700% Notes due 2050 issued on January 14, 2020. On January 30, 2023, CODELCO issued notes in an aggregate principal amount of U.S.$900 million, consisting of an international debt offering of 5.125% notes due 2033.
The following table shows amounts due by CODELCO under notes issued in both international and local markets as of June 30, 2023:
Outstanding Principal Amount and Principal Accrued Interest Interest
Type of Issuance Maturity Amount as of June 30, 2023 Rate
International August 13, 2023 U0.S.$750 million U0.S.$232 million 4.50% International July 9, 2024 €600 million U.S.$445 million 2.25% International September 16, 2025 U.S.$2.00 billion U.S.$317 billion 4.50% Local April 1, 2025 6.9 million UF U.S.$400 million 4.00% Local August 24, 2026 10 million UF U.S.$462 million 2.50% International August 1, 2027 U.S.$1.50 billion U.S.$1.261 billion 3.63% International August 23, 2029 U0.S.$130 million U0.S.$131 million 2.87% International September 30, 2029 U.S.$1.10 billion U.S.$1.100 billion 3.00% International January 14, 2030 U.S.$1.00 billion U.S.$1.007 billion 3.15%
59 International January 15, 2031 U.S.$800 million U.S.$812 million 3.75% International November 7, 2034 HKD500 million U.S.$64 million 2.84% International February 2, 2033 U.S.$900 million U.S.$910 million 5.13% International September 21, 2035 U.S.$500 million U.S.$501 million 5.63% International October 24, 2036 U.S.$500 million U.S.$503 million 6.15% International July 22, 2039 AUD?7O million U.S.$48 million 3.58% International July 17, 2042 U0.S.$750 million U.S.$750 million 4.25% International October 18, 2043 U.S.$950 million U.S.$946 million 5.63% International November 4, 2044 U.S.$980 million U.S.$970 million 4.88% International August 1, 2047 U.S.$1.25 billion U.S.$1.232 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.$1.212 billion 4.38% International January 30, 2050 U.S.$2.68 billion U.S.$2.623 billion 3.70% International January 15, 2051 U.S.$500 million U.S.$456 million 3.15%
The following table sets forth the scheduled maturities of CODELCO’s bank and unsecured note obligations as of June 30, 2023:
Bank and Unsecured Note Obligations Outstanding (in millions of U.S.$)
Average
More Annual
Less than than Interest
Total 1 year 1-2 years 2-3 years 3-5 years 5 years Rate Loans from financial SOFR institutiONS.oocomonnin. 1,464 0 0 75 605 800 +153% Bonds issued .ocooconnnnnnnnn.o.: 16,500 232 1,163 1,723 0 13,861 4.2% Total cocooninnincnnnnonnonnconos. 17,964 232 1,163 1,798 605 14,661
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.$30.0 million and U.S.$591.0 million, respectively, as of December 31, 2022 and to U.S.$32.0 million and U.S.$631.0 million, respectively, as of June 30, 2023. See notes 16 and 17 to the Consolidated Financial Statements and to the Unaudited Interim Consolidated Financial Statements. In addition, as of June 30, 2023, CODELCO believes that its net deferred taxes will reverse as follows deferred tax benefit in the amount of U.S.$36.0 million in 2023, U.S.$84.0 million in 2024, and U.S.$9,313 million after 2028.
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 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.
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 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 50.0% stake in the Anglo American Sur interest acquired, assuming a pre-determined value of U.S.$9.76 billion for the 49.0% 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
60
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 May 20, 2021 the total amount owed by Acrux to Mitsui was paid in full.
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.$14.1 billion between 2023 and 2025, 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 2023 and 2025 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 (an approximate investment of U.S.$1.2 billion between 2023 and 2025). 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. Consequently, after adjusting for this additional work and new reinforcement infrastructure the project was completed in September 2022. During 2023, CODELCO started the first phase of the continuity infrastructure project which achieved an overall progress of approximately 36.3% as of June 30, 2023. Furthermore, the second phase of the project is currently under review.
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.$59.3 million between 2023 and
2025). 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 in the commissioning phase, its overall progress was 99.2% as of June 30, 2023. Only minor works remain in the primary and secondary crusher for the project completion.
The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$1.7 billion between 2023 and 2025) 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 has been divided into three separate projects: (i) Andes Norte, (ii) Diamante, and (iii) Andesita. As of June 30, 2023, completion progress at the Andes Norte, Diamante and Andesita works were 79.6%, 29.2% and 30.1%, respectively.
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.$461.7 million between 2023 and 2025. As of June 30, 2022, the project was under construction and was approximately 54.8% complete.
CODELCO has already begun investing in the aforementioned projects. In 2022, CODELCO invested U.S.$2.6 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.$2.6 billion and U.S.$2.1 billion in 2021 and 2020 respectively. For an additional description of CODELCOs principal planned capital expenditures, see Business and Properties-Copper Production-Operations.
61 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.$200.0 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.$3.0 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 CODELCOs 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.$1.0 billion of profit (which includes the U.S.$200.0 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.$225.0 million of 2014 profit, but charged to 2015 profits. However, due to CODELCOs 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.$600.0 million (out of the maximum U.S.$3.0 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.$975.0 million, U.S.$500.0 million of which related to a capital injection to finance CODELCO’s investment plan and was received in December 2016.
The remaining U.S.$475.0 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.$950.0 million for both 2016 and 2017 (up to U.S.$475.0 million for each year) in the event CODELCO does not have the required pre-tax profits to cover the
10.0% special export tax under the Copper Reserve Law. In April 2017, CODELCO received the U.S.$475.0 million capital injection in U.S. dollars for 2016. Law 20,989 also extended the U.S.$3.0 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.$520.0 million (out of the maximum U.S.$3.0 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.$1.0 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.$600.0 million and on February 28, 2019 for the remaining U.S.$400.0 million.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Risk Factors-Risks Relating to CODELCOs 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.$225.0 million of which has not been implemented.
62 Since 2022, the Chilean Government is allowing CODELCO to annually reinvest 30.0% of its 2021-2024 profits. This represents a change in CODELCO*s dividend policy, which previously consisted of 100% net-profit distribution policy. This profit-reinvestment plan is expected to strengthen CODELCOS”s financial balance sheet and reduce the need for additional financial debt. In 2021, net income attributable to its owners amounted to U.S.$1.9 billion and amounted to U.S.$345.6 million in 2022. Therefore, the 30.0% profit-reinvestment plan would contribute an additional U.S.$583.0 million to CODELCO”s financial cash flow in 2022 and U.S.$103.7 million in 2023. A similar exercise is expected to be carried out in 2024.
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 CODELCO*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 2022, CODELCO invested U.S.$233.5 million in environmental projects, including new phases of the planned enlargements of the Talabre, Ovejería and Carén tailings dams in the Chuquicamata, Andina and El Teniente Divisions and various projects in the Chuquicamata, Ventanas, Salvador and El Teniente Divisions in order to comply with the new regulation on atmospheric emissions from the smelters. In 2021, planned investments include the continuation of the projects for the abatement of atmospheric emissions in the Chuquicamata smelter and the continued enlargement of the tailing dams, among others.
The following table sets forth CODELCOSs principal environmental investments in the years 2020-2022:
Environmental Investments (in millions of U.S.$)
2020 2021 2022 Total
Total.ooocicicicononannnnnnononononanonnnnononononnnncnononononnnnrnonononnnnrnonononanans 273.7 196.0 233.5 703.2
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 2020 CODELCO distributed U.S.$239.0 million to the Chilean Treasury, in 2021 CODELCO distributed U.S.$2,033.0 million to the Chilean Treasury, and in 2022 distributed U.S.$260.0 million. While CODELCO makes advance payments to the Chilean Treasury throughout the year, funded by cash flows from operating activities, it generally has distributions payable to the Chilean Treasury at the end of each year. These distributions are paid in the first six-month period of the following year but are reflected in the prior years financial statements.
The following table sets forth amounts paid in taxes (which due to the timing of payments may be different from tax amounts accrued) and payments and profit distributions made by CODELCO to the Chilean Treasury for each of the three years ended December 31, 2022 for the six-month period ended June 30, 2023.
63 Contributions to the Chilean Treasury (in millions of U.S.$)
Six-month period
Year Ended December 31, ended June 30,
2020 2021 2022 2023 Income tax payMeNiS.coocococicnonoconnnnonnononcnononnnnononos $ 29 $ 1,979 $ 742 $ 95 Copper Reserve La W.conccncncnocnncnnnnnnnnnncnnnnncnacnns 1,025 1,550 1,295 676 Subtotal. .ooooncionnnicionocinnnocononononncnnononnononncnonos $ 1,054 $ 3,529 $ 2,015 771 DividendS .ccocccoconcononcnnoncnnoncnnononnonconononononnononncnos 239 2,033 260 0 Wotal coonnnoniononocnononoono nino nono nnnnnoncnoncnnono $ 1,293 $ 5,562 $ 2,275 $ 771
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 2021, CODELCO”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 CODELCOs hedge position, as occurred in 2012. The cash flows from the mark-to-market values of CODELCO”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 CODELCO*s control.
CODELCOS*s 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 CODELCOs 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 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, note 28 to the Consolidated Financial Statements and note 30 the Unaudited Interim Consolidated Financial Statements for further information on CODELCO”s hedging activity.
Exchange Rates and Interest Rates. CODELCO”s main currency exposure is between the Chilean peso and the U.S. dollar due to the fact that a significant portion of CODELCO*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 cover a part of 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, 2023, 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.$778.0 million, U.S.$64.0 million, U.S.$48.0 million and U.S.$444.0 million, respectively, which were equivalent to, and sufficient to cover, 100% of CODELCOS”s foreign currency-denominated bonds outstanding as of June 30, 2023.
64 As of June 30, 2022, 8.0% of CODELCOS”s financial debt had a floating interest rate and 92.0% had a fixed rate.
Controls and Procedures
CODELCOs 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, CODELCOs management has not identified any material weakness in its control environment. In 2022, CODELCO implemented a control framework based on the Enterprise Risk Management framework of the Committee of Sponsoring Organizations of the Treadway Commission, which is a continuous process carried out by collaborators at all levels of the organization instead of only by one department.
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 CODELCO”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 CODELCOs 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.
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 No. 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.
Impairment of non-financial 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.
65 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.
If 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.
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.
66 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.
Accruals for open invoices. 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 buyers 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 No.16,624, modified by Article 15 of Decree Law No.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.
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 (i) 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.
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
67 Revenue recognition: CODELCO 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 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. (CODELCO 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 CODELCO 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.
68 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.$17.0 billion in 2022). As of December 31, 2022, CODELCOSs total assets were U.S.$44.7 billion and equity amounted to U.S.$11.7 billion. As of June 30, 2023, CODELCOS*s total assets were U.S.$45.5 billion and equity amounted to U.S.$11.5 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 5.3% of the world’s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2022, CODELCO had an estimated 7.2% share of total world copper production, with production amounting to approximately 1.6 million metric tons, including: (i) CODELCO*s share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and owned 49.0% by CODELCO and 51.0% by Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.); and (ii) CODELCOs share of Anglo American Sur (of which CODELCO owns a 20.0% indirect share), and an estimated 9.1% share of the world?s molybdenum production, with production amounting to approximately 20.1 metric tons excluding CODELCO*s share of Anglo American Sur.
CODELCOs main commercial product is Grade A cathode copper. In 2022 and for the six-month period ended June 30, 2023, CODELCO derived 91.1% and 89.9% of its total sales from copper and 8.9% and 10.1% 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 years ended December 31, 2020, 2021, and 2022 and the six-month periods ended June 30, 2022 and 2023:
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 six-month periods ended
Year ended December 31, June 30,
2020 2021 2022 2022 2023 CODELCOS*s Copper ProductiON.coococicinonnnmnmmmmm. 1,618 1,618 1,446 736 633 CODELCOSs Cash Cost of ProductiON.co.oononomom. 129.4 132.7 165.4 150.6 212.9
2 -_ 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:
. 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.$13.2 billion between 2023 and 2025, 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 2023 and 2025 are expected to include:
69 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 in 2019 (an approximate investment of U.S.$1.2 billion between 2023 and 2025).
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.
Consequently, after adjusting for this additional work and new reinforcement infrastructure the project was 100% complete in September 2022.
During 2023, CODELCO started the first phase of the continuity infrastructure project which achieved an approximately 36.3% completion as of June 30, 2023. Furthermore, the definitions for the second phase are currently being discussed.
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.$59.3 million between 2023 and
2025). 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 in the commissioning phase and its overall progress was 99.2% as of June 30, 2023. Only minor works remain in the primary and secondary crusher for the project completion.
o The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$1.7 billion between 2023 and 2025) 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. Currently, the new mining level has been divided into three separate projects: (i) Andes Norte, (ii) Diamante, and (iii) Andesita. As of June 30, 2023, progress at the Andes Norte, Diamante and Andesita projects were
79.6%, 29.2% and 30.1%, respectively.
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.$461.7 million between 2023 and 2025. As of June 30, 2022, the project was under construction and approximately 54.8% complete. After the early termination of Belaz-Movitec contract due to low progress, Salvador operation took control of the pre-stripping. Next steps will be related to the concentrator, hydrometallurgical plants, and the tailing dam.
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.
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.
70 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 49.0%) and (ii) the association with Anglo American, Mitsui and Mitsubishi Corporation in Anglo American Sur (CODELCO owns an indirect 20.0% interest). CODELCO believes its large mining reserve is a strong platform from which to establish such associations.
Copper Production General
The copper deposits in CODELCOs 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 CODELCO’s 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 30.0%) 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 45.0% copper, and matte from a Teniente converter contains approximately 75.0% 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
71 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:
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
2022, this division produced 405,429 metric tons of copper, or 26.1% of CODELCO’s total copper output (including CODELCOSs share of the El Abra deposit and Anglo American Sur), with a cash cost of 105.2 cents per pound, compared to 108.6 cents per pound in 2021, and a total cash cost of U.S.$930.5 million in 2022, compared to U.S.$1,088.3 million in 2021. During the first six months of 2023, this division produced 174,002 metric tons of copper with a cash cost of 141.9 cents per pound and a total cash cost of U.S.$537.4 million.
. The Radomiro Tomic Division operates the Radomiro Tomic mine, which began its first full year of production in 1998. In 2022, this division produced 301,062 metric tons of copper cathodes, or 19.4% of CODELCOSs total copper output (including CODELCOs share of the El Abra deposit and Anglo American Sur), with a cash cost of 205.6 cents per pound, compared to 138.6 cents per pound in 2021, and a total cash cost of U.S.$1,351.9 million in 2022 compared to U.S.$989.0 million in 2021. During the first six months of
2023, this division produced 155,101 metric tons of copper with a cash cost of 230.0 cents per pound and a total cash cost of U.S.$776.8 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 2022, this division produced 268,348 metric tons of copper cathodes, or 17.3% of CODELCOS”s total copper output (including CODELCO’s share of the El Abra deposit and Anglo American Sur), with a cash cost of
127.4 cents per pound, compared to 116.2 cents per pound in 2021, and a total cash cost of U.S.$740.7 million in 2022, compared to U.S.$801.7 million in 2021. During the first six months of 2023, this division produced
117,521 metric tons of copper with a cash cost of 155.6 cents per pound and a total cash cost of U.S.$394.6 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 2022, this division produced 152,167 metric tons of copper, or 9.8% of CODELCO’s total copper output (including CODELCO’s share of the El Abra deposit and Anglo American Sur), with a cash cost of 129.6 cents per pound, compared to 89.2 cents per pound in 2021, and a total cash cost of U.S.$420,1 million in 2022, compared to U.S.$430.3 million in 2021. During the first six months of 2023, this division produced 48,358 metric tons of copper with a cash cost of 322.9 cents per pound and a total cash cost of U.S.$332.9 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 2022, this division produced 177,027 metric tons of copper, or 11.4% of CODELCO”s total copper output (including CODELCO’s share of the El Abra deposit and Anglo American Sur), with a cash cost of
187.5 cents per pound, compared to 154.9 cents per pound in 2021, and a total cash cost of U.S.$707.0 million in 2022, compared to U.S.$584.6 million in 2021. During the first six months of 2023, this division produced
79,937 metric tons of copper with a cash cost of 228.9 cents per pound and a total cash cost of U.S.$389.7 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 2022, this division produced 109,524 metric tons of copper, or 7.1% of CODELCO’s total copper output (including CODELCOS*s share of the El Abra deposit and Anglo American Sur), with a cash cost of 275.8 cents per pound, compared to 193.4 cents per pound in 2021, and a total cash cost of U.S.$665.9 million in 2022, compared to U.S.$430.3 million in 2021. During the first six months of 2023, this division produced 48,472 metric tons of copper with a cash cost of 315.5 cents per pound and a total cash cost of U0.S.$337.2 million.
72 . 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 2022, this division produced
32,065 metric tons of copper cathodes, or 2.1% of CODELCO'”s total copper output (including CODELCOs share of the El Abra deposit and Anglo American Sur), with a cash cost of 389.6 cents per pound, compared to
268.0 cents per pound in 2021, and a total cash cost of U.S.$271.7 million in 2022, compared to U.S.$311.4 million in 2021. During the first six months of 2023, this division produced 9,306 metric tons of copper with a cash cost of 557.5 cents per pound and a total cash cost of U.S.$113.8 million. As of June 30, 2023, The Inca Pit project is currently under construction. 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 ENAMI in 2005. In 2022, this division refined 370,663 metric tons of copper, compared to
400,000 metric tons of copper in 2021. During the first six months of 2023, the Ventanas division refined
176,300 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. In May 2023, the bill was approved and after almost 60 years of operation, the furnaces at Ventanas Division smelting plant were shut down. Currently, the transition of its former workers is progressing, with measures such as training and transfer them to other CODELCOSs smelting plants, in addition to retirement incentive policies. CODELCO will continue to operate in the area through its refinery.
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.
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).
CODELCOS*”s copper production, including its share of the El Abra deposit and of Anglo American Sur, decreased to 1,552,700 metric tons during the twelve months of 2022 from 1,727,896 in 2021 and from
1,727,300 metric tons in the twelve months of 2020. This decrease was mainly due to lower copper production at Chuquicamata, El Teniente and Ministro Hales offset production declines mainly at Gabriela Mistral. Molybdenum production decreased by 1.8% in 2022 compared to 2021, from 20,130 to 21,264.
The table below shows the production of copper from CODELCOs mines, as compared to private sector production in Chile, for years ended December 31, 2020, 2021 and 2022 and the six-month periods ended June 30,
2022 and 2023:
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
2020 2021 2022 2022 2023 20222023 El Teniente DivisiON .oooncononcnnoncnnnncnnnnos 443 460 405 205 174 (14.9)
73 Radomiro Tomic Division . 261 327 301 146 155 6.5 Chuquicamata DivisiON.cocconinonononnnnnnnnos 401 319 268 141 118 (16.5) Mina Ministro HaleS .oonicicicicnonononnnnnnnnns. 171 182 152 76 48 (35.9) Andina Division . 184 177 177 96 80 (16.6) Gabriela Mistral DivisioN.ccoooonmmo. 102 101 110 59 49 (18.1) Salvador DivisiON.oooocionncnonncnnononnnonnnnons 56 53 32 15 9 (35.9) El Abra ini. 35 36 45 18 24 34.3 Anglo American Sur? 74 74 62 29 27 (7.0) CODELCO Total Production . 1,727 1,728 1,553 783 684 (12.6) Chilean Private Sector cnic.n. 4,006 3,897 3,775 1,844 1,838 (0.3) Total Chilean Production 9,733 9,625 9,327 2,267 2,522 69
(1) CODELCOSSs figures presented for El Abra include 49% of the mines 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) CODELCOS*s figures presented for Anglo American Sur include 20% of the mines total production (the share of production which corresponds to CODELCOs 20% ownership interest in the mine). The balance of Anglo American Sur production is included in the private sector figures.
(3) Sou rce: Chilean Copper Commission.
The table below shows the breakdown of CODELCOs own copper output for the years ended December
31, 2020, 2021 and 2022 and the six-month period ended June 30, 2023:
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,
2020 2021 2022 2023 Cathodes. 432 475 415 180 Blister and anodes 373 388 376 145 ¡CU 100 136 136 47 CONCENTLAtES .ccoooccoccnocnnonnnonanononononononononono nono conoronccnncnnnos 713 615 514 260 DA 1,618 1,614 1,446 633
The following table sets forth CODELCOSs initial capital expenditures budget for the period 2023-2025 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.$) COUQUICaMAta coococcccccocococonononononononnnnonononononnonon crono non on onononnn non nnonon nn nnnnonenannns $2,204 El Teniedte .oooonncoccnnonncnnonnconnnnnonnnnnonnonnonnonnonnonnnnn non ron coa nonconn narran ona ran ona rara nos $2,727 ANdiNDd.c.o. $1,300 Radomiro Tomic $1,817 Salvador .ooo. . $1,799 Mina Ministro HaleS .oonccnnnoninnononnnnononncnnoncnnoncnnoncnnonon non conorconon co nrnrnnonnnnos $250 Gabriela Mistral .ooooncocnonncionnccnnnncononcrnoncononcnoncononcononconon oo nononn cn ona cn na caninos $185 Ventanas . $71 Executive OÍÍICOS.oocconconnnnonnnconnncononcononcnoncononcononconon co nono nononn cn ona cn ra caninos $354 Subsidiari8S .oooocnonoccononoonnncononcononcnnoncononconononnonnncn nn cn nr cnn on non raro non non crnnncnnnnnns $25 Deferred expenSeS cooccccococonocononononannnonnonononononnnnonononanannon on onannnnon on onnnannnonennos $3,404
74 DA $ 14,138 (2) 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 .ooconcoconocinncnncnnnns New mining level (2023) Execution” 5,325 Chuquicamata . Chuquicamata Underground (2019) Execution 3,583 ANdiMA coooconocncncnnononrnnononnoncnnos Reallocation Plant (2020) Execution 1,480 SalvadOT cocococonconinnononinncnoononos Inca Pit (2021) Execution” 2,225
Total . 12,613 (2) 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 2023 updated BDP report. CODELCO continues to reformulate the Andina expansion project, which could decrease the medium-term capital expenditure program, and add continuity projects to the Chuquicamata underground. Therefore, this medium-term period more reliably reflects CODELCOs 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, 2023, the El Teniente Division employed 3,852 persons and 174,002 metric tons of copper with a cash cost of 141.9 cents per pound and a total cash cost of U.S.$537.4 million, as compared to a 204,475 with a cash cost of 100.3 cents per pound and a total cash cost of U.S.$447.3 million during the first six months of 2022.
In 2022, this division produced 405,429 metric tons of copper, with a cash cost of 105.2 cents per pound, and a total cash cost of U.S.$930.5 million, compared to a production by 459,817 metric tons of copper, with a cash cost of 108.6 cents per pound and a total cash cost of U.S.$1,088.3 million in 2021. In 2020, the El Teniente Division produced 443,200 metric tons of copper at a cash cost of 99.7 cents per pound and a total cash cost of U.S.$963.0 million.
75 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,
2020 2021 2022 2023 Copper Producti0N .oooconccicnononnnnnoncnnnnos 443 460 405 174 Cash COSt.ooooconoccccnonancnonnnnononcnconnnanononans 99.7 108.6 105.2 141.9
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 1 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, 2023, the Radomiro Tomic Division employed 1,334 persons and 155,100 metric tons of copper with a cash cost of 230.0 cents per pound and a total cash cost of U.S.$776.8 million compared to 145,634 metric tons and a cash cost of 191.6 cents per pound and a total cash cost of U.S.$609.8 million, in the same period
2022.
In 2022, this division produced 301,062 metric tons of copper cathodes with a cash cost of 205.6 cents per pound and a total cash cost of U.S.$1,351.9 million compared to 326,456 metric tons of copper, a cash cost of
138.6cents per pound and a total cash cost of U.S.$989.0 million in 2021. In 2020, this Division produced 260,653 metric tons of copper at a cash cost of 142.2 cents per pound and a total cash cost of U.S.$812.0 million.
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,
2020 2021 2022 2023 Copper Production Radomiro Tomic 261 326 301 155 Cash Cost Radomiro ToMiC.conoccocononoonoonnononncnncnnonncononos 142.2 138.6 205.6 230.0
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.
76 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 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, 2023, the Chuquicamata Division employed 3,868 persons and produced 117,521 metric tons of copper with a cash cost of 155.6 cents per pound and a total cash cost of U.S.$394.6 million, compared to
268,348 metric tons with a cash cost of 116.2 cents per pound and a total cash cost of U.S.$353.3 million during the first six months of 2022.
In 2022, this division produced 268,348 metric tons of copper cathodes, with a cash cost of 127.4 cents per pound and a total cash cost of U.S.$740.7 million, compared to 319,280 metric tons of copper at a cash cost of
116.2 cents per pound and a total cash cost of U.S.$801.7 million in 2021 and, compared to 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 in 2020.
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,
2020 2021 2022 2023 Copper Production Chuquicamata .ononononcnconinincnrnnancnnnnosos 401 319 268 117 Cash Cost Chuquicamata c.occccccccnccnnconnnonnnnonnnnonannonnrnnnnnnnnos 113.0 116.2 127.4 155.6
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, 2023, Mina Ministro Hales employed 809 persons and produced 48,358 metric tons of copper with a cash cost of 322.9 cents per pound and a total cash cost of U.S.$332.9 million, compared to 75,458 metric tons with a cash cost of 107.1 cents per pound and a total cash cost of U.S.$172.2 million during the in the first six-months of 2022.
In 2022, this division produced 152.2 metric tons of copper, with a cash cost of 322.9 cents per pound, and a total cash cost of U.S.$420.1 million compared to 181,704 metric tons of copper, with a cash cost of 89.2 cents per pound, and a total cash cost of U.S.$420.1 million in 2021, compared to 109.5 metric tons of fine copper at a cash cost of 110.0 cents per pound and a total cash cost of U.S.$399.0 million in 2020.
77 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
Year ended December 31, reriod ended June 30,
2020 2021 2022 2023 Copper Production 171 182 152 48 Cash COSteocccnconocicncnonnonononnnnonoronononnonononos 110.0 89.2 129.5 322.9
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.
Gabriela Mistral Division
The Gabriela Mistral ore body is located in Chile?s 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, 2023, the Gabriela Mistral Division employed 492 persons and produced 48,472 metric tons of copper with a cash cost of 315.5 cents per pound and a total cash cost of U.S.$337.2 million, as compared to
59,209 metric tons with a cash cost of 257.6 cents per pound and a total cash cost of U.S.$336.3 million during the first six months of 2022.
In 2022, this division produced 109,523 metric tons of copper, with a cash cost of 275.8 cents per pound and a total cash cost of U.S.$.665.9 million. In 2021, this division produced 100,908 metric tons of copper, with a cash cost of 193.4 cents per pound, compared to 102,080 metric tons of copper at a cash cost of 189.0 cents per pound in 2020, and a total cash cost of U.S.$430.3 million in 2021, compared to U.S.$425.4 million in 2020.
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, period ended June 30,
2020 2021 2022 2023 Copper ProductiOM.ooccicnnnncninnoninnonnnnconnnannnrnonnrncnncncnncnnnnono
102 101 110 49 Cash COStocoonccccoonononcononconononnononncnnoncononcnnoncononon non onncnrnncnnnnoos 189.0 193.4 275.8 315.5
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, 2023, the Andina Division employed 1,512 persons and 79,938 metric tons of copper with a cash cost of 228.9 cents per pound and a total cash cost of U.S.$389.7 million, as compared to 95,774 metric tons of copper with a cash cost of 159.4 cents per pound and a total cost of U.S.$352.2 million during the first six
78 months of 2022.
In 2022 the Andina Division produced 177,027 metric tons of copper with a cash cost of 187.5 cents per pound and a total cash cost of U.S.$707.0 million. In 2021, this division produced 177,216 metric tons of copper, with a cash cost of 154.9 cents per pound, and a total cash cost of U.S.$584.6 million compared to 184,437 metric tons of copper with a cash cost of 152.9 cents per pound and a total cash cost of U.S.$600.4 million in 2020.
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,
2020 2021 2022 2023 Copper ProductiON.coocicnccnmm.mmmm.m. 184 177 177 80 ¡MA 152.9 154.9 187.5 228.9
With the aim to increase the processing output of the Andina Division, CODELCO completed the Andina Phase I 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 CODELCO*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, 2023 Salvador employed 1,379 persons and produced 9,306 metric tons of copper with a cash cost of 557.5 cents per pound and a total cash cost of U.S.$113.8 million, as compared to 14,528 metric tons of copper with a cash cost of 360.7 cents per pound and a total cost of U.S.$114.4 million during the first six months of
2022.
In 2022, this division produced 32,065 metric tons of copper cathodes, with a cash cost of 389.6 cents per pound, and a total cash cost of U.S.$271.7 million compared to 52,885 metric tons of fine copper at a cash cost of
268.0 cents per pound and a total cash cost of U.S.$331.4 million in 2021 and 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.$265.0 million in 2020. As of June 30, 2023, the Inca Pit project is under construction. The Potrerillos smelter and refinery would continue to operate upon any cessation of the mining operations at Salvador.
79 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,
2020 2021 2022 2023 Copper ProductiON .ooccccnnonnnonmmmmmmmms. 56 53 32 9 Cash COSt coccccococicononononanonnonononononnnnononononannnons 214.6 268.0 389.6 557.5
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.
Ventanas Division
Smelting and Refinery Operations. The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chiles state-owned mining company ENAMI in 2005. In 2022, this division refined 370,663 metric tons of copper, compared to 400,000 metric tons of copper in 2021. During the first six months of 2023, the Ventanas division refined 176,300 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. As of June 30, 2023, the Ventanas Division employed 751 persons. In June 2022, CODELCO’s Board of Directors approved the decommissioning of the smelter in Ventanas Division. In December 2022, a change in law was approved in Congress allowing CODELCO to smelt copper concentrates at smelters other than those of the Ventanas Division. In January 2023, the Mining and Energy Commission of the Upper House approved the articles particular to the bill setting definitions regarding the future installation of the new smelting capacity, and its compatibility with the environmental safety and the protection of peoples health, among others. In May 2023, the bill was approved and after almost 60 years of operation, the furnaces at Ventanas Division smelting plant were shut down. Currently, its former workers are under a transition process with measures such as training and transfer them to other CODELCO’s smelting plants, in addition to retirement incentive policies. CODELCO will continue to operate in the area through its refinery.
Associations, Joint Ventures and Partnerships
CODELCO has undertaken several projects, business ventures and associations with certain private sector mining and non-mining enterprises, including:
. SCM El Abra: In 1994, CODELCO (49.0%) formed a company, SCM El Abra, with Cyprus El Abra Corporation (51.0%), 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.$850.0 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 0.4%. 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.$565.0 million of initial equity and an additional U.S.$160.0 million to sustain the operations. The project is financed by SCM El Abra’s retained eamings.
80 o In 2022, SCM El Abra produced 91,649 metric tons of fine copper with a cash cost of 3.08 cents per pound. For the six-month period ended June 30, 2023, the production was 49,775 metric tons of fine copper with a cash cost of 2.98 cents per pound.
o The project had delivered total dividends of U.S.$6.0 million in 2019 and CODELCO had received U.S.$3.0 million in dividends in 2019. The project did not deliver dividends in 2020. The project had delivered total dividends of U.S.$0.4 million in 2021, and CODELCO had received U.S.$0.2 million in dividends in 2021. The project had delivered total dividends of U.S.$51.4 million in 2022, and CODELCO had received U.S.$25.2 million in dividends in 2022. As of June 30, 2023, the carrying value of SCM El Abra?s ownership interest was equal to U.S.$673.4 million.
Anglo American Sur: On December 19, 2008, CODELCO purchased from ENAMI for U.S.$175.0 million an option to purchase up to 49.0% 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 49.0% 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 Option to purchase 49.0% 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 A£%R 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 0.9% 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.
o 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 CODELCO”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.
o Immediately following the acquisition of 29.5% of the equity interests of Anglo American Sur, affiliates of CODELCO and Mitsui owned approximately 83.0% and 17.0%, respectively, of the equity interests of Acrux. In connection with the refinancing of the AGR Mitsui Bridge Loan Facility
81 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.$998.0 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 20.0% interest in Anglo American Sur.
o 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.
o 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.
o Anglo American Sur fine copper production was metric 311,036 tons in 2022 with a cash cost of 213 cents per pound, compared to 369,980 tons in 2021 with a cash cost of 165 cents per pound and
370,535 tons in 2020 with a cash cost of 154 cents per pound. In the six-month period ended June 30,
2023, the production was 134,989 metric tons of fine copper with a cash cost of 311 cents per pound.
Anglo American Sur distributed U.S.$22.7 million in 2020, U.S.$270.6 million in 2021, U.S.$138.4 million in 2022 and zero as of June 30, 2023 in cash dividends to Becrux, which is an indirectly owned subsidiary of CODELCO. As of June 30, 2023, the carrying value of equity of Anglo American Sur was equal to U.S.$2.8 billion. As of December 31, 2022, the carrying value of equity of Anglo American Sur was equal to U.S.$2.8 billion. CODELCO has a 20.0% indirect participation in Anglo American Sur. See Risk Factors. A substantial amount of our total assets are property, plant and equipment.
SCM Purén: CODELCO (35.0%) and Compañía Mantos de Oro (65.0%), a subsidiary of Kinross Gold Corp., own SCM Purén. SCM Puréns 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 2019, 2020, 2021, 2022 and the first six months of 2023, this company did not issue dividends. SCM Purén mines two gold and silver ore bodies through open pits. Currently, SCM Purén is evaluating a second phase of the project.
Agua de la Falda S.A.: CODELCO (42.0%) and Minera Meridian Limitada (58.0%), 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.
Inca de Oro S.A.: CODELCO (33.0%) and PanAust Minera Limited (67.0%) 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.
Deutsche Giessdraht GmbH: CODELCO (40.0%) and Aurubis AG (60.0%) 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 40.0% ownership stake in Deutsche Giessdraht GmbH to its partner Aurubis AG after receiving approval of the transaction by Germanys federal antitrust regulator
82 (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.
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 Sistema Eléctrico Nacional (formerly known as SING), which supplies power to CODELCO’s 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 37.0% of the outstanding shares of the company, and Suez Energy Andino S.A. owned the remaining 63.0% of the shares.
o On August 6, 2019, CODELCO completed the sale of its 37.0% stake in GNL Mejillones S.A. to Ameris Capital AGF, for an amount of U.S.$193.5 million.
Planta Recuperadora de Metales SpA: In December 2012, CODELCO (34.0%) together with LS Nikko (66.0%) formed Planta Recuperadora de Metales SpA (PRM), the purpose of which is to process intermediate 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 Chile*s Ministry of Mining which allows it to explore and exploit lithium (which is not subject to concession in Chile) from 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 November 2020, CODELCO was granted the environmental authorization to explore lithium resources in some of its mining rights in the Maricunga salt flat. During 2021, CODELCO continued to receive the approvals of the different sectorial permits necessary to begin the exploration work in the Maricunga salt flat. The exploration campaign began in February 2022 and ended in June 2023. In addition, CODELCO is currently 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 Strategy.
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 99.0% following the exit of JX- Nippon Mining in 2016. CODELCOTEec’s mission today is the development of mining and metallurgy technological innovations, commercial development of processes and technology in the field of
83 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 60.0% (CODELCO owns the remaining 40.0%). 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 91.3% 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.
The following table sets forth the major mining and exploration agreements to which CODELCO is a party as of June 30, 2023:
Major Mining and Exploration Agreements (As of June 30, 2023)
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 IDO Limited (Australia) Copper Anglo American Sur S.A. Anglo American Clarent (UK) Ltd, Inversiones Anglo American Sur Copper S.A., MC Resources Development Ltd. And Inversiones Mineras Becrux SpA Exploration Agreement Projects Chile Puntilla Galenosa Pucobre (Chile) 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 Law No. 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
84 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 CODELCOs knowledge of the resource is substantial but less extensive, it is considered to be indicated; and if CODELCO”s 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, 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 ORE RESOURCES RESERVES
Mining Plan Life – of – mine
Y
IN J: o nó A AA OO e: a y ES RRA O O ES A OOOO O OCOOSOSOSOSEUCOCICIS ce Y
EXPLORATION q io OO
1 1
1
1
1
1
1
1
1
1
1 The modifying factors: ! Consideration of mining, metallurgical, economic, 1 marketing, legal, environmental, social and government factor: !
1
1
1
1
1
1
1 –
Chilean Code: CH20.235
Based on the methods and categories described above, CODELCOs proved and probable reserves include
47.5 million metric fine tons of copper as of December 31, 2022, an amount that represents at least 30 years of
85 future production at current levels. In 2020 and 2021, CODELCOS*s proved and probable reserves included 49.1 and
135.2 million metric fine tons of copper, respectively. As of December 31, 2022, CODELCO’s mineral resources include 165.0 million metric fine tons of copper, and its identified geological resources include 398.1 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, 2022:
Mineral Resources
Grade Fine TomnageWY copper copper*
Radomiro Tomic. 5,233 0.43 22.4 Chuquicamata .cocconcncn. 2,951 0.62 18.2 Ministro HaléS cocciccncononicinincnnocononono 1,786 0.81 14.5 Gabriela Mistral. 567 0.33 1.9 Salvador . 2,041 0.51 12.1 Andina. . 4,978 0.74 36.8 El Teniente.ooconicicicnnnnnos. 5,362 0.73 39.3 ExplorationBusiness and SubsidiariesÚ. 3,499 0.62 19.7 E 26,777 0.62 165.0 (1) 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
Geological Resources Grade Fine Tonnage copper copper’>
AMOINDA cncccccicncnnnnncninincnnano 21,935 0.61 134.9 El Teniente.ooconiciccnnnnnno. 16,240 0.56 91.5 Other deposits. 3,190 0.34 10.8 Made resources . 5,411 0.40 21.4 E 77,892 0.51 398.1 (1) 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, 2022:
World CODELCO CODELCO (in millions of tons) (in millions of tons) share (%) Geological ResQUICES .cooccconocococnnonnconnncnncnnncnnononaononannonnnncnnonannons 2,100 398.1 18.95% Proved and Probable ReserveS .oonicociconoconoconnnonnonononanonncnonononanos 890 47.5 5.3% (1) As defined by the U.S. Geological Survey (January 2022) 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.
86 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 5.3% 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 copper holdings.
CODELCOSs total potential geological resources, according to our internal estimates, are approximately
7,405 million of metric tons of ore with a 0.64% average copper ore grade, and equivalent to 47.5 million metric tons of fine copper. As explorations progress and further estimates are completed, these resources could be incorporated into CODELCO*s copper holdings.
Production Costs of Copper
CODELCOS”s 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 2022, CODELCOSs total costs and expenses increased by 56.6 cents per pound (22.2%) to 310.9 cents per pound, compared to 254.3 cents per pound in 2021 and 241.8 cents per pound in 2020, mainly due to higher input prices and lower production volume, offset by foreign exchange rate depreciation of the Chilean peso against the U.S. dollar. For the first six months of 2023, CODELCOS’s total costs and expenses increased by 129.5 cents per pound (48.8%) to 395.0 cents per pound, compared to 265.5 cents per pound for the same period in 2022, mainly due to lower production and the use of inventory, and higher operational costs, coupled with an increase in the Consumer Price Index (CPI) and a decrease in exchange rates, impacted salaries and contracts, contributing to an overall increase in cash costs.
In 2022, CODELCOSs total costs and expenses increased to U.S.$9.9 billion, compared to U.S.$9.1 billion in 2021, and to U.S.$8.6 billion in 2020, due to lower production and higher input prices and depreciation of the Chilean peso against the U.S. dollar (2022 compared to 2021). For the first six months of 2023, CODELCOSs total costs and expenses amounted to U.S.$5.5 billion, compared to U.S.$4.3 billion for the same period in 2022. In 2022, CODELCOSs cash cost of production was 165.4 cents per pound, compared to 132.7 cents per pound in 2021 and
129.4 cents per pound in 2020.
For the first six months of 2023, CODELCO’s cash cost of production was 212.9 cents per pound, compared to 150.6 cents per pound for the same period in 2022. In 2022, CODELCO’S total cash cost was U.S.$5.2 billion, compared to U.S.$4.7 billion in 2021 and U.S.$4.5 billion in 2020. For the first six months of 2023, CODELCOSs total cash cost was U.S.$2.9 billion, as compared to U.S.$2.4 billion for the same period in 2022 (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.
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
87 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. With respect to liquid fuels and natural gas, these commodities are subject to price fluctuations as a result of external factors, such as the COVID-19 pandemic and the ongoing war in Ukraine.
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 CODELCOSs results of operations. Notwithstanding the foregoing, CODELCO has been promoting a strategy to: (1) decarbonize its electricity supply; (2) adapt costs to current tariffs based in new available technologies; and (3) reduce its exposure to fluctuations in commodity prices. As a result, in 2023 CODELCO renewed its current supply agreement with Pampa Solar. During 2022, CODELCO renegotiated its current supply agreements with producers and distributors of electrical energy AES Andes S.A. and Colbún S.A., to progressively shift the power supply towards renewable energy sources which should help to decrease electricity costs.
In addition, in 2018, CODELCO reached an agreement with Engie Energía Chile S.A., which guaranteed that by 2026, 70.0% of CODELCO’s electricity requirements will come from renewable sources, granting CODELCO independence from the constant fluctuation of commodity prices and any additional associated costs.
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, respectively. Both supply agreements include the creation of new electrical generation capacity based on coal. Notwithstanding, the latest supply agreement was renegotiated during 2022 to progressively shift the power supply towards renewable energy sources. Furthermore, in 2018, CODELCO entered into an extension of the Chuquicamata Division contract for an additional 11-year period. This new agreement, effective as of 2025, provides for the creation of new electrical generation capacity based on renewable sources.
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, now AES Andes S.A. Both energy and power supply agreements were amended and restated on December 29, 2022.
Additionally, on that same day, CODELCO and AES Andes S.A. entered into a new energy and power supply agreement for renewable sources, which became effective as of January 1, 2023, until December 31, 2040. In 2022, CODELCO and AES Andes S.A. renegotiated their agreements to replace the current supply of power based on coal with renewable energy. Similarly, during 2018, CODELCO and Engie Energía Chile S.A. renegotiated an electrical supply agreement. The contracts that were renegotiated by CODELCO with AES Andes S.A. and Engie Energía Chile S.A. guaranteed that by 2026, 70.0% of CODELCO’s electricity requirements will come from renewable sources, granting CODELCO independence from the constant fluctuation of commodity prices and any additional associated costs. 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 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.
With the purpose of decarbonizing its electricity supply, in January 2023, CODELCO launched an electricity supply bidding process focusing on renewable sources to procure approximately 2,500 GWhyear (which
88 represents, approximately, 30% of CODELCOSs electricity requirements) starting in January 2026. The start supply date is January 2026. To this date, the electricity supply bidding process is in the QA stage. CODELCO expects to sign the new power purchase agreements derived from this supply tender process by the end of 2023.
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, 2022 and the six-month period ended June 30, 2023:
Copper Sales by Product Type (in thousands of metric tons)
For the six-month period ended Year ended December 31, June 30,
2020 2021 2022 2023 CAtNOAES cocccccccnnnncnnonnonnocnnnnnnnn rca 1,233 1,253 1,131 546 Blisters and ANOdS .coococococononononnnncnononononnnorncncnonnnncncnononons 104 107 108 45 CONCENETAteS .cococcnccononnnnoncnnnnnnnnnnononanannnononarnono nooo rncnncncnnnns 611 554 493 218 AN 1,948 1,914 1,732 809 CODELCOSs marketing strategy is focused in three major areas: . Establishing long-term relationships. CODELCO encourages sales through annual contracts and direct long-term relationships with copper consumers. . Quality and sales service. CODELCO focuses on product quality and sales service based on timeliness, scheduling and conditions of product delivery. . 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. CODELCOs 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
89 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
2022, the base premium for CIF shipments (including shipping and insurance costs) to Rotterdam was set at U.S.$128 per metric ton, compared to U.S.$98 per metric ton in 2021 and U.S.$98 per metric ton in 2020. The base premium for 2023 is U.S.$234 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.
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 CODELCO”s hedging activity.
Major Export Customers
As discussed above, most of CODELCOs customers receive shipments on a monthly basis. Consequently, CODELCOSs sales volume is relatively consistent throughout the year. CODELCO*s sales of copper in 2022 were geographically diversified, with approximately 53.0% of sales made to Asia, including approximately 37.7% to China, as well as approximately 35.1% to North and South America 11.6% to Europe and 0.3% to Africa.
CODELCOSs top ten customers purchased approximately 40.1% of its total copper sales volume in 2022.
The following table shows CODELCOs copper sales for the years ended December 31, 2020, 2021 and
2022 to CODELCOSs top export markets and in Chile:
90 CODELCOSs Copper Sales by Destination (in thousands of metric tons)
2020 2021 2022 Child ccoococcnnconcnncnnnononnnonnnnnonnonnoononnonnco noo nonnann nn ann non nno nro non n rin cirios 754 626 665 United States .oooooooccoconccononncnnconnnononnonnonnoononncn cnn cnn non nor nro nonncn nono 278 356 254 South KOTEA cccococococonoconcnononconnonnonnnnnonncnonncnn con nno non noo noo non cnn ncnnonnos 99 114 121 ClilO cooooonocnocinncoconncononnnononncononononncononnconcnonnonn con non ono non ncn non ncnncnnonos 323 349 275 FAN Cl ooocococcnoncnnnonnncnnnconcconnconccnnnonnncnn nono nono nono ncnnnrnnnrnn naar ncnncannncnns 64 80 84 Brazil oocononociccconiocconcnncnnconcononononncononncnncn non cnn cnn non non ron nnn rca ncancnnanos 90 93 80 GOMA cccccccnnconnnnconcnncnnannnononnnonnnnnonnonn cacon cnncnn conc nn conc onn run rnncnncnns 48 22 50 AN 19 19 29 JQDAD cocccccccnncancnnconinnconanoconannnnnnonnnnnonnonn caco cnn cnn cnn non n run cnn cnncnncnnanns 31 43 29 TaiWaD.cccocconconconconcnnnonnnnnonnonncononncononnonncnn cn cnn nnr non ron ron rcn rca ncnncnnnnos 68 73 36 SPALD cococccnocacaconanonnononannnnnnnonnoncnnononnonannonannrnnnn on non nn nor annonannrnnnnes 44 33 41 Bulgalid.ccoocnncicnicnonnnnonnononnonnnnononnonnnncnnnnonnonannonann ona nn cnn nn cnnoncnnns 8 11 0 Turkey cooooccccoccccccnnnncononcnnoncnnononnononncnnnnonnoncnnonnnonann ona nncnnnn arrancan 37 22 0 ¡CO 1 1 0 MÉXICO cccoccocconconcnnconcnncnnconnonncononncononnonn cnn nnn non non nnn non n corno ran ncnnninnnns 13 10 11 MalaySid.cococccncnocococonnnennnonnnnonannonnnnonnnncnnoncnnonnnnonann ona nn cn rra cnnoncnnns 9 4 18 Thailadd .oonoonicnncnocnnononanononnnononncononncnncnncnnonn con non noo non ncn nro ncncnnnnos 5 12 16 Witt .coocococcnnncnnnonnncnnnconnconnconncnnncnnnonnnonnncnn nono n cnn ncnnnonn nc onncnnnnns – 3 16 CAMA ccoccocconconcnncononnnonnonnonnonnonnonnon nono non non non nnn non n corno ncnn rin cirios 3 0 0 Others ncccocicacunononinanicnnononcnnoncnnononcnnoncnncanoanoncnncaroaroncnrcicnnnos 105 61 40 ÓN 1,971 1,931 1,765
(1) In 2020, CODELCO sold 19 thousand metric tons to Peru and 19 thousand metric tons to Finland.
The sales to China increased in 2022 compared to 2021 primarily driven by stronger demand at the beginning of the year related to the recovery in the economy of China.
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, 2022, CODELCO employed 15,973 employees as compared to 15,528 employees as of December 31, 2021. CODELCO spent U.S.$12.5 million during 2022 on staff development and training. A total of
436,375 hours of training were held, with 13,459 employees attending multiple courses.
As of December 31, 2022, approximately 83.4% of CODELCOs employees were covered by collective bargaining agreements with labor unions. Most of these collective bargaining agreements have terms of two to three years.
In 2022, CODELCO negotiated four collective bargaining agreements and one additional collective bargaining agreement signed in September 2021, with no conflicts or work stoppages. 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 2020, CODELCO negotiated collective bargaining agreements on schedule without any conflicts or work stoppages and 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. As of June, 2023 CODELCO negotiated all the collective bargaining agreements with no conflicts or work stoppages for 2022 and 2023, except for one-day strike on Ventanas Division related to the decommission of the smelter.
91 In 2022, CODELCO renewed the Strategic Pact for Chile, initially signed by the presidential administration and the Federation of Copper Workers (FTC) in 2015, which defined four key commitments for the future and the transformation of the company: competitiveness, human capital, sustainability, and diversity and inclusion.
CODELCO has experienced material work slowdowns, work stoppages and strikes in the past.
As of June 30, 2023, there were 22,963 employees of regular independent operating contractors and 32,448 employees of contractors involved in the development of CODELCO*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 CODELCOs employees or the employees of its independent contractors could affect CODELCOS”s 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 agency?s 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 1.0% and 5.0%. As of June 30, 2023, an aggregate principal amount of U.S.$135.1 million of these loans was outstanding.
Number of Employees by Division”
January to December Variation (%) January to June
Divisions 2020 2021 2022 20212022 2023 ChuquicaMata .ooococacocccocuninnnncncnnncnnanonononcn caco cncanans 4,244 3,791 3,835 1.2% 3,868 Radomiro TOMiC.cccicinnnnnininnnnnnnnonnoonincncnacencnss 1,220 1,212 1,289 6.4% 1,334 Gabriela Mistral. 457 468 481 2.8% 492 Mina Ministro Hales. . 766 763 788 3.3% 809 SalVadOT coocococicicoconnonononcnnnnononononon corn cncncnnacananancnoos 1,438 1,470 1,491 1.4% 1,379 AMIA cocconcncncnnnncnononcncnnnnononononon caco nono cnnananancacnnnnnn 1,500 1,436 1,424 (0.8)% 1,512 El Teniente. 3,939 3,927 3,838 (Q.3)% 3,852 Headquarters . 577 818 784 (4.23% 813 VMeMtAaNaS cocococcncnnnnonononononcncnnononanonononcncnnncnnnn 823 762 769 0.9% 751 Shared Services (Vice Presidency of Projects). 860 843 875 3.8% 865 Internal AuditiNg .cccccncnnnninacincnnnnononononincncnnanononons 43 38 43 13.2% 49 Totalocoocnonocicicocacacacannnncncnnnconanonon caco nonnconananonaroncnono 15,867 15,528 15,789 1.7% 15,890 (1) Average number of employees for the periods presented.
Law No. 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.
92 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
2023 and through the date of this offering memorandum, there were two fatalities involving CODELCO contractors.
In 2021 there was one fatality and in 2022, there were two fatalities involving CODELCO personnel or contractors, including one fatal accident involving a contractor at Andes Norte.
In 2020, the current total number of lost time accidents was 95 and the accident frequency was 0.83 accidents per million hours worked. The total number of lost time accidents in 2021 was 94 and the accident frequency rate was 0.75 accidents per million hours worked and in 2022 lost time accidents was 86 and the accident frequency was 0.61 accidents per million hours worked. As of June 30, 2023, the current total number of lost time accidents is 46 and the accident frequency is 0.59 accidents per million hours worked.
Comptroller General of the Republic
During 2017, the Comptroller issued three declarations (Opinions No. 15.759 and No. 18.850, both from
2017, and Final Auditor Report (Informe Final de Auditoria) No. 9002016, 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 No. 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. In December 2022, CODELCO withdrew the appeal after signing a joint agreement with the Comptroller that promotes the transparency and protection of integrity, as well as the commercial nature of a State companys operations as it develops in a competitive market.
As of the date of this offering memorandum, CODELCO has estimated a negative effect of approximately U.S.$100.0 million due to an unfavorable outcome of litigation, caused by the delay in awarding specific contracts and investments and related reduction in production. In December 2022, CODELCO and the Comptroller entered into a collaboration agreement aimed at safeguarding probity and transparency in the operations carried out by CODELCO in the market, ending the dispute with the withdrawal of the lawsuit by CODELCO.
Legal Proceedings
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 August 2023, CODELCO filed a civil claim in Chile against Consorcio Belaz Movitec SpA and its
93 joint debtors Movimiento de Tierra y Construcción S.A. and Sociedad Anónima Abierta Belaz – Compañía Administradora del Holding for expenses related to delays, compensation for damages, reimbursement of severance payments and restitution of improperly charged general expenses. CODELCO’s claims amount to approximately Ch$45,959,400,000 (approximately U.S.$57 million). On June 16, 2023. The Supreme Court of Chile had granted an injunction request by Consorcio Belaz Movitec SpA, ordering CODELCO to restitute Ch$4,770 (approximately U.S.$5.9 million) on account of retained payments, and to allow the consortium to retire its equipment from the site of works at such division.
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. CODELCO’s claims amount to approximately U.S.$303.6 million and Santa Elvira is claiming payment for works allegedly executed for approximately U.S.$90.2 million. The discovery period ended. A final ruling is still 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 CODELCOS*s El Salvador Division. 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. As of the date of this offering memorandum, CODELCO is in compliance with the committed measures.
In October 2019, CODELCO was served notice of a civil claim filed by relatives of 139 former employees from the 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. A final ruling is still 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.$40.5 million. The discovery period has since ended and a final ruling is pending.
In April 2018, Trébol 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.$10.2 million. The proceedings are currently in the trial period and a final ruling is pending.
In June 30, 2016, the Union of Independent Workers, along with a group of artisanal fishermen, divers of Caleta de Horcón and other residents of the boroughs of Quintero and Puchuncaví filed a lawsuit before the Second Environmental Court against the Ministry of the Environment and eleven companies located in the industrial area of the Quintero bay, including CODELCO, seeking mitigation, remediation and restoration of alleged environmental damage caused by pollution that has affected the Quintero bay over the past decades.
The proceeding is currently in its discovery period. 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 CODELCOS”s litigation and contingencies and amounts of probable loss with respect to lawsuits and legal actions, see note 29 to the Consolidated Financial Statements.
94 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 2020 on the LME:
Average Copper Price (U.S.¿Pound)
2020 First QUIÚItOT.oooocccnnnnooonnnnnonnnnnnnnnnnconnnnnnonnnnonnnnnnr nn nnoconnnnnnR nn nnonnnnnnR RR nro nonnnnnn nn nnnnnnnnnnnnnnnnnnnnnnnnnnnnoconannnnnnnnnno 255.7 Second Quarter 243.0 Third Quarter. 295.7 Fourth Quartel .coooonoccnoncncnonanccoonnnnnnnnnnononnnncnnnnnnononnnoonnnnnonnnnnnonon nro rnnn nn ronnn nro nnn anno nana n conan nn oran nr nc nan nn ronn rra cnnnnnos 325.1
2021 First QUIÚItOT.oooocccnnnnnonnnnnnnnnnonannnnnocononnnnonnnconnnnnnrn rn no connnn nn nn nnonnnnnnR nn nro nnnnnnnn nn nnnnnnnnnnnnnnnnnnnnnnn nn nnnnoccnnnnnnnnnnnno 385.7 Second Quarter 440.0 Third Quarter 425.1 Fourth Quartel .ccooonoccnonnncnonancnonnnnnonnnnnononannconnnnnononnnonnnnnnoonnnnnonon anno nana ncrnnn nro nana rn oran nar onn nro nan nn nr ona nn ronnnnncnnnn noo 439.9
2022 First QUIÚItOT.oooocccnnnnnonnnnnnnnnnonannnnnocononnnnonnnconnnnnnrn rn no connnn nn nn nnonnnnnnR nn nro nnnnnnnn nn nnnnnnnnnnnnnnnnnnnnnnn nn nnnnoccnnnnnnnnnnnno 452.9 Second Quarter 432.1 Third Quarter . 351.2 Fourth Quartel .coconoccnnnnncnonancnonnnanonananononannconnnnnononnnoonnnnncnnnnnnonon ano rnnnnnronnn nro nan anno nan nar onn nro nan nr nc nan nn ronn ana cnnnn anos 363.2
2023 First QUIÚTItOT.oooocccnnnonononnnnnnnnnnnnnnnnoconnnnnnnnnnconnnnnnrn nn no nonnnn nn nn rn ono nnnnR Nr nro nonnnnn nn nn nro nnnnnnnnnnnnnonnnnn nn nnnnoconannnnnnnnnno 405.1 Second Quarter 384.6
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 2000 through June 30, 2023:
Copper Prices and Inventories on Commodities Exchanges
000 tons cIb
Source: Metal Exchanges: London, COMEX and Shanghai.
95 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 399.0 compared to 424.5 cents per pound in 2021 and 279.8 cents per pound in 2020. While higher copper prices in 2020 compared to prices in 2021 reflected an increased in global demand, higher expectations on China and disruptions on the supply side, lower prices in 2023 reflected a slowdown in the economy, mainly in China, impacting on the global growth. See Risk Factors-Risks Relating to CODELCOs Operations-CODELCO”s 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 metal?s 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 March 2023 (in thousands of metric tons):
Refined Copper Supply and Demand Worldwide Balance
26,000 – 1,500 au Balance – Production
25,000
L 1,250
24,000
1,000
23,000
22,000 750
21,000 653
20,000
250
19,000
18,000
17,000 -250
16,000 -500
15,000 – 750
14,000
13,000 – 1,000 £00z to0z so00z Bo00z [14 oz oz oz oz oz oz oz £Toz oz
6r oz o oz TO | ZZ0OZ EZ Oz
9007 £00z
D00z TOOZ zO0z
Source: CODELCO, internal data (March 2023)
96 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. CODELCO is governed by Decree Law 1,350 and by Decree No. 146 of August 12, 1991, as amended (to conform the same with Law 20,392) by Decree No. 3 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 CODELCOS*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 CODELCOS*s incorporation in 1976.
CODELCO is subject to the oversight of: (i) the Chilean securities authority, the CMF, on the same terms as publicly held corporations (CODELCO is registered under the Securities Registry No. 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 CODELCOSs 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 House of Deputies (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.
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. CODELCOs Board of Directors also agreed to consider directives that: (i) regulate lobbying activities within CODELCO); (ii) strengthen and reform internal audit systems; and (iii) strengthen policies to avoid any conflicts of interest.
97 Mining Regulations
Legal framework. CODELCO”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 Chiles Constitution, the Constitutional Law Governing Mining Concessions (Law No. 18,097 of January 21, 1982) and the Mining Code (Law No. 18,248 of October 14, 1983). Under Chilean mining law, Chile is the owner of all mineral and fossil substances located in their natural deposit, 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. As a general rule, 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 be compensated for the damages that the granting of easements and the mining activities and works caused. 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.
Until December 31, 2023, 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.
CODELCOS*”s 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 2020, CODELCO paid total concession fees of U.S.$7,3 million and in 2021, CODELCO paid total concession fees of U.S.$7.3 million.
In 2022, CODELCO paid total concession fees of U.S.$8.5 million and as of June 30, 2023, CODELCO paid total concession fees of U.S.$7.9 million. This amount will be increased when Law No. 21,420 enters into force, on January 1, 2024.
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–n case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
On February 4, 2022, Law No. 21,420 was enacted, amending the Mining Code in the following matters:
e Increases the duration of an exploration mining concession from two to four years and eliminates the possibility of requesting any extension.
98 e Introduces a new legal framework of annual mining licenses: o The distinction between licenses of exploitation concessions over metallic and non-metallic substances was eliminated. o The value of the license of exploration concessions increases from approximately U.S.$1.5 to approximately U.S.$4.5 per hectare for each year of validity of the concession.
o The value of the license of an exploitation concession will increase progressively from approximately U.S.$30 per hectare for the first five years of validity, up to approximately U.S.$900 per hectare starting at year 31. As an exceptional benefit, two instances of reduced licenses were established: = The value of the license of an exploitation concession that proves mining works is set at approximately U.S.$7.5 per hectare. = The value of the license of an exploitation concession under environmental evaluation and of exploitation concessions that have an approved Environmental Assessment Resolution in order to execute mining works will cost approximately U.S.$22.5 per hectare.
For calculating the terms of the progressive license of unworked exploitation concessions, those concessions that were subject to the payment of annual mining license prior to the entry into force of Law No. 21,420 shall be deemed to have completed their first year of validity on the last day of the month of February following the date such law was enacted.
e Establishes new reporting obligations to mining concessionaires regarding geological information. The law provides that upon extinction or at the end of their term (in the case of exploration concessions) or every two years (in the case of exploitation concessions), the holder must submit to the National Geological and Mining Service all the geological information obtained from exploration works performed in them. Fines up to approximately U.S.$7,500 will be imposed to those who do not deliver the information obtained.
e Introduces the SIRGAS datum regarding the U.T.M. coordinates of the mining concessions. A process of unification of the coordinates system to the SIRGAS datum will be initiated for existing mining concessions. Failure to comply with the registration of the new coordinates of the mining concessions before the relevant Custodian of Mines within a certain deadline will result in the forfeiture of said mining concessions.
On January 26, 2023, Law No. 21,536 was published, which postponed the entry into force of the mining provisions of Law No. 21,420, setting forth that the amendments to the Mining Code introduced by Law No.
21,420 shall enter into force on January 1, 2024, and that all legal terms set forth in said amendments shall begin as of that date.
On November 23, 2022, the Chilean government submitted to Congress a draft bill that seeks to amend Law No.
21,420 and other mining legal provisions in order to generate a more harmonious regulatory framework in line with the practical reality of mining in Chile, which is currently being discussed in the Chamber of Deputies.
Among the main aspects of this bill are:
e Regarding exploration mining concessions, the bill proposes: (i) to keep the four-year duration of the exploration mining concession (as was amended by Law No. 21,420), and (ii) to entitle holders of exploration mining concessions to request the extension of their exploration mining concessions for an additional period of up to four years, provided that the requirements established by law are met.
e Regarding annual mining licenses, the bill proposes: (i) to replace the concept of mining site (of the Mining Safety Regulation) with the concept of mining operation (of mining closure regulation, Law No.
20,551), which makes it possible to recognize as work, for the purposes of the reduction, mining activities from advanced geological exploration to the closure of the site and (ii) to not count the years in which the benefit of the reduced license was obtained, for the purposes of determining the progressive increase in the amount of the annual mining license for exploitation mining concessions that are not being worked.
99 e Regarding the geological information, the bill proposes: (i) to consider as confidential information for a period of three years, the geological information provided to the National Geological and Mining Service by mining concessionaires who have carried out advanced exploration activities, given its strategic and commercially sensitive nature for its owner, (ii) to increase the amount of the fine to approximately U.S.$91,500 (instead of the current U.S.$7,500 fine) in case of non-compliance with this reporting obligation. This fine could be doubled if the National Geology and Mining Service requires the geological information and it is not provided, along with disqualifying the mining concessionaire from accessing the benefit of the reduced mining license.
e Regarding the change of datum, the Bill proposes: (i) to eliminate the mandatory change of U.T.M. coordinates to SIRGAS datum, (ii) to eliminate the cause for expiry of mining concessions due to the lack of registration of the new coordinates in the SIRGAS datum; and (iii) to establish a rule of general application with the procedure by which the transformation of the coordinates of existing concessions shall be carried out if a change of datum is decided in the future, as well as defining that in the event of a change of datum, the registration of the new coordinates shall be done only in the National Registry of Mining Concessions kept by the National Geology and Mining Service and not in the Mines Property Registry kept by the relevant Custodians of Mines, thus facilitating the procedure and avoiding unnecessary costs.
Environmental Regulations
CODELCOS”s 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 No. 19,300), enacted in March 1994 and modified by Law No.
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 its enforcement, have become increasingly stringent since 2010 and even more in recent years 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 CODELCO”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,
100 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 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 and in February 2021 by the Supreme Court, following an appeal (recurso de casación).
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).
If 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 No. 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. As of December 31, 2022, 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 the parent company level. 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.$439.0 million in 2020, U.S.$490.0 million in 2021 and U.S.$522.0 million in 2022. In 2022, CODELCO allocated U.S.$94.0 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 CODELCOSs 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 80.0% 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
101 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 MP5) and sulfur dioxide (SOxx). 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 PMio under review and under development, and a pollution prevention plan for SO, is currently under development. In March 2023, the Ministry of the Environment enacted a new decontamination plan for Chiles Sixth Region, Central Valley, which could potentially affect CODELCO”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) s, 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>5 and latent zone with respect to PM10 in the boroughs of Concón, Quintero and Puchuncaví, 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.$27.0 million, which will be incurred over a period of approximately four years.
In 2013, Supreme Decree No. 28 of the Ministry of the Environment, on Emission Standard for Smelting Plants was enacted, which establishes maximum parameters of emission for PM1o, 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. The preliminary draft has not yet been published.
In May 2022, the Ministry of the Environment approved the Preliminary Draft on Emission Standards Applicable to Heavy Motor Vehicles, which aims to reduce the accumulative exposure of the emissions from heavy vehicles. Recently, the Sustainability and Climate Change Council of Ministers issued a favorable opinion on the final draft.
Supreme Decree No. 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 No. 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.
102 A new mine closure regulation, Law No. 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 No. 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 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 Sernageomin’s 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-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.
New Economic Crimes Regulation
On August 17, 2023, Law No. 21,595 on economic crimes and offenses against the environment, was published. This new law, inter alia, (i) systematizes a series of existing business-related offenses; (ii) creates new environmental crimes, including environmental pollution and negligent or imprudent pollution, (iii) penalizes new offenses based on money laundering; (iv) strengthens existing penalties by excluding from custodial sentences certain benefits that previously allowed economic crime offenders to avoid effective imprisonment, the confiscation of profits and fines; and (v) amends several provisions to the Corporate Criminal Liability Act (Law No. 20,393, of 2009, as amended) by expanding the catalogue of criminal offenses by corporations, easing the requirements to hold them liable, and establishing new penalties.
The implementation of a Crime Prevention Model (CPM) by CODELCO, prepared in accordance with the requirements set forth in the law, would relieve liability. On the contrary, if a court determines the inexistence or flawed implementation of a CPM, it may appoint a supervisor with the power to issue mandatory instructions to CODELCO to ensure proper functioning of the CPM.
Enforceability of Obligations
CODELCOs 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
103 regulations applicable to all private Chilean corporations. This principle is consistent with the constitution of 1980, wherein Article 19, No. 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, in accordance with the terms and conditions of Article 16 of Decree Law 1,350. 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, and Decree No. 146 published in the Official Gazette on October 25, 1991, as amended (to conform the same with Law 20,392) by Decree No. 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.
104 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 No. 20,392,: (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 Federación de Trabajadores del Cobre (FTC); and (iv) one director is appointed by the President of Chile from a short-list presented by both the Federación de Sindicatos de Supervisores del Cobre (FESUC) and the Asociación Nacional de Supervisores del Cobre (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 years 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 August 18, 2023, the Board of Directors of CODELCO appointed Rubén Alvarado Vigar as the new CEO, and he commenced his term on September 1, 2023.
On February 28, 2023, CODELCO announced the resignation of Patricia Núñez Figueroa as Director of CODELCO.
On March 1, 2023, CODELCO announced the appointment of Eduardo Bitrán Colodro and Ricardo Alvarez Fuentes as Directors of CODELCO, effective on May 11, 2023.
On March 15, 2023 CODELCO announced the death of Isidoro Palma Penco, who served as Director of CODELCO.
On March 28, 2023 CODELCO announced the appointment of Isabel Marshall Lagarrigue as Director of CODELCO and appointed Eduardo Bitrán as a temporary Director of CODELCO to replace Isidoro Palma until May 12, 2023. As of such date, Mr. Bitrán began to serve as a Director of CODELCO for a period of four years.
On March 29, 2023 CODELCO announced the resignation of Francisco Balsebre Olarán as General Manager of Ministro Hales Division, effective on April 29, 2023
On March 31, 2023 CODELCO announced the appointment of Macarena Vargas Losada as General Counsel, effective on May 02, 2023
105 On April 28, 2023 CODELCO announced the appointment of Gonzalo Lara Skiba as General Manager of the Ministro Hales Division and Claudia Cabrera Correa as General Manager of the Gabriela Mistral Division, both effective on June 1, 2023. In consideration of the above, CODELCO announced the appointment of Daniel Cavada Vera as interim General Manager of the Ministro Hales Division from April 30, 2023 to May 31, 2023.
On May 19, 2023 CODELCO announced the resignation of Álvaro García González as Vice President of Technology and Automatization Process, effective on May 19, 2023. In consideration of the above, CODELCO announced the appointment of José Ramón Abatte as interim Vice President of Technology and Automatization Process effective on May 20, 2023
On June 6, 2023 CODELCO announced the resignation of Patricio Vergara Lara as Vice President of Mineral Resources and Development, effective on July 24, 2023. In consideration of the above, CODELCO announced the appointment of Antonio Bonani Rizzolli as interim Vice President of Mineral Resources and Development effective on July 24, 2023.
On June 13, 2023 CODELCO announced the resignation of André Sougarret Larroquete as Chief Executive Officer, effective on August 31, 2023.
On August 18. 2023, CODELCO announced the appointment of Rubén Alvarado Vigar Chief Executive Officer, effective on September 1, 2023.
Organizational Structure ORGANIZATION CHART
Chief Executive Officer Rubén Alvarado V.
General Counsel Chief Audit Executive Macarena Vargas L. pr Raúl Puerto M.
VP, Administration 4 Finance VP, People Management VP, Sales VP, Projects VP, Corporate Affairs € Alejandro Rivera S. Mary Carmen Llano Carlos Alvarado H. Sustainability Julio Cuevas R. Nicole Porcile Y. [ T ] VP, Procurement VP, Operations Norte VP, Smelters 8. Refineries VP, Operations Centro VP, Mineral Resources 8 Mauricio Acuña S. José Sanhueza R. Sur Development Management Mauricio Barraza G.
Nicolás Rivera R Antonio Bonani R.
A | A | | General Manager General Manager | General Manager Chuquicamata Division Ventanas Division Andina Division Christian Caviedes N. Ricardo Weishaupt H. | Lindor Quiroga B General Manager Ministro | General Manager El Hales Division | Teniente Division Gonzalo Lara S Andrés Music G. | | General Manager General Manager General Manager Gabriela Mistral Division Radomiro Tomic Division Salvador Division Claudia Cabrera C. Julio Díaz R. Christian Toutin N.
106 Directors and Executive Officers (1)
0)
68) (4) (5) (6)
The following table sets forth the current directors and executive officers of CODELCO and their positions:
Name
Directors
Máximo Pacheco Matte Eduardo Bitrán Colodro.
Ricardo Álvarez Fuentes.
Isabel Marshall Lagarrigue .
Josefina Montenegro Araneda . 2.
Pedro Pablo Errázuriz DOMÍNgUez.ooocoonoccnocconnnonnnnonnnnncnnos Nelson Cáceres Hernández
Alejandra Wood HuidobTO.ococoncncnnonicnonnnnonnnnnononananonnnnnnnnn
Executive Officers
Rubén Alvarado VigaT .ooooconncnccccocononnnncnnnonncnnnonncnnnnnccnncnnnonnss Alejandro Rivera Stambuk.
Mary Carmen Llano Aranzasti Carlos Alvarado Hernandez. 0.
Julio Cuevas ROSS .oooococcoccoconnnonononnnononannnonnnnnnnnononn rn none rnnnncnanns
Nicole Porcile Yanin€e .oooocnnocnnocnconncconnconnnconccnnncconccnnnonono José Sanhueza Rey8S.oooononoconiccnononnconnnnncnnnonnonnonrnonncnnncnnonnnono Olivar Hernández GiugliaMO .oconconcnicnonoconononcnnnnnonnnnnonnnncnnonos Macarena Vargas LOSAda .ooccocnncnoconnnonocnnonononnnononnnnnnacnonnnnos Raúl Puerto MendoZa.ccococnoncnonnnoonnonnncnonononncnnnnconncnnnnnnnnonnno Mauricio Barraza GallardO.oonoocnnoccnonnninnnnonncoonononcnnnnnnnns Nicolás Rivera ROdIÍgUez .oooonoconocnoccnononncncnnnncnnconncononnnonncnnos Christian Caviedes NÚÑEZ. .ooconoccconnnoonnconnnnonononncnonononcnnnnnnnos Julio Díaz RÍVeTA .oooooconoconocnconnnconcconncconncnonononnnonnnnnn ccoo ncnnnnono
Christian Toutin NavarTO. .ccooccnocncooncooncnonnnonnnnonccnonononcnnnnnnnns Ricardo Weishaupt HidalgO.oooononicnncnnnnnicnnnnnnnnnncnnnnnncnnnnos Andrés Music GalTidO.coocooccnoncconnconnnononononononncnnccanncnnnonos
Directly appointed by the President of Chile.
Term expires May 2026.
Position
ChairmanV0) Director)6) Director6) Director DirectorVG) Director Director) DirectorV6)
Chief Executive Officer
Chief Financial Officer
Vice President – Human Resources
Vice President of Sales
Vice President – Projects
Interim Vice President – Mining Resources and Development Management
Vice President – Corporate Affairs € Sustainability 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 2025.
Term expires May 2027.
Appointed by the President of Chile from a short list presented by Unions
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, postal code 8340424. No executive holds a position as an employee outside of CODELCO.
107 Committees of the Board of Directors Audit, Benefits and Ethics Committee (Comité de Auditoría, Compensaciones y Ética)
CODELCO”s audit, benefits and ethics committee consists of Isabel Marshall Lagarrigue (Chair), Ricardo Álvarez Fuentes (Vice Chair), Eduardo Bitran Colodro, 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 the Board of Directors by providing and improving internal controls by reviewing transactions with related parties and the work of CODELCOS”s 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. CODELCOs 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 Ricardo Álvarez Fuentes (Chair), Eduardo Bitran Colodro (Vice Chair), Isabel Marshall Lagarrigue, Pedro Pablo Errázuriz Domínguez and Nelson Cáceres Hernández. This committee analyzes and recommends major mining development projects and financing of these projects.
Management Committee (Comité de Gestión)
The management committee consists of Pedro Pablo Errázuriz Domínguez (Chair), Josefina Montenegro Araneda (Vice-Chair), Alejandra Wood Huidobro, Ricardo Álvarez Fuentes and Nelson Cáceres Hernández 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 Alejandra Wood Huidobro (Chair), Nelson Cáceres Hernández (Vice-Chair), Isabel Marshall Lagarrigue, Josefina Montenegro Araneda and Pedro Pablo Errázuriz Domínguez, 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 Eduardo Bitran Colodro (Chair), Josefina Montenegro Araneda (Vice-Chair), Pedro Pablo Errázuriz Domínguez, Alejandra Wood Huidobro, and Nelson Cáceres Hernández. This committee was formed in 2016 and discusses the challenges facing the corporation with respect to science and technology.
108 RELATED PARTY TRANSACTIONS
In the ordinary course of its business, CODELCO engages in a variety of transactions on arms-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 Law No. 18,046 on Corporations (the Corporations Act), 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 Act, 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 No. 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);
(ii) a corporation or partnership in which one of the persons mentioned in (ii) above are direct or indirect owners of 10.0% 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 95.0%; 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: (i) 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 10.0% 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 Act 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
109 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 Act. CODELCOS*s 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.
110 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 No. 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 CODELCOs 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.
111 DESCRIPTION OF NOTES
Each series of 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 listing agent as amended and supplemented by the twelfth supplemental indenture, dated as of September 8, 2023 (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, 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
Each series of 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 each series of 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 offered hereby will be issued in two series.
Each series of notes will bear interest at the applicable rates per annum set forth on the cover page of this offering memorandum from the date of issuance or from the most recent applicable Interest Payment Date (as defined below) to which interest has been paid or provided for. Interest on the 2034 notes will be payable semi-annually in arrears on January 8 and July 8 of each year, commencing on January 8, 2024, or, if any such date is not a Business Day (as defined below), on the next succeeding Business Day (the 2034 Interest Payment Dates) 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 December 24 and June 23, respectively, preceding the applicable Interest Payment Date (each a 2034 Record Date). Interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, commencing on March 8, 2024, or, if any such date is not a Business Day (as defined below), on the next succeeding Business Day (the 2053 Interest Payment Dates, and together with the 2034 Interest Payment Dates, the Interest Payment Dates) to the Holder in whose name such notes are registered in the Security Register (as defined below) at the close of business on February 22 and August 24, respectively, preceding the applicable Interest Payment Date (each a 2053 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 2034 notes will mature on January 8, 2034, and the 2053 notes will mature on September 8, 2053.
Neither series of notes will 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 any series of notes, CODELCO will be required to pay 100% of the then outstanding principal amount of such series of notes plus accrued and unpaid interest thereon and Additional Amounts, if any.
112
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 each series of notes. Each series of 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, 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 each series of 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.
Each series of 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 Regulation S and pursuant to Rule 144 under the Securities Act, as described under Transfer Restrictions.
The Global Notes Rule 144A Global Note
Each series of 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 (DTC), and registered in the name of Cede € Co., as nominee of DTC, or will remain in the custody of the trustee as custodian for DTC. Interests in the Rule 144A Global Note will be available for purchase only by qualified institutional buyers.
Regulation S Global Note
Each series of 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.
Except as set forth below, the Rule 144A Global Note and the Regulation S Global Note (collectively the Global Notes) may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor
113 of DTC or its nominee. Beneficial interests in the Global Notes may not be 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 (i) 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. DT’C*s 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
114 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 tum 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 2034 Record Date or 2053 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
115 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 DTCs 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 each series of notes, if (1) 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
116 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 transactionms 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 20.0% of Consolidated Net Tangible Assets.
Consolidated Net Tangible Assets means 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 50.0% 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.
117 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 (1) 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 each series of 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.$50.0 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 10.0% 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 3313% 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
118 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) CODELCOs 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 each series of 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
119 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
(vw 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 each series of notes to a Foreign Holder (as defined in Taxation) assessed at a rate of 4.0%, 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
CODELCO may redeem on one or more occasions some or all of the notes before they mature.
Prior to October 8, 2033 (three months prior to their maturity date) (the 2034 Par Call Date, CODELCO may redeem the 2034 notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
120 (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2034 Par Call Date) on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2034 notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
Prior to March 8, 2053 (six months prior to their maturity date) (the 2053 Par Call Date), CODELCO may redeem the 2053 notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2053 Par Call Date) on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2053 notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2034 Par Call Date and the 2053 Par Call Date, as applicable, CODELCO may redeem each series of the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by CODELCO in accordance with the following two paragraphs.
The Treasury Rate shall be determined by CODELCO after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) – H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securities-Treasury constant maturities- Nominal (or any successor caption or heading). In determining the Treasury Rate, CODELCO shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, CODELCO shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one
121 with a maturity date following the applicable Par Call Date, CODELCO shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, CODELCO shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
CODELCOS”s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. CODELCO will notify the trustee of the redemption price promptly after the calculation thereof and the trustee shall have no duty to determine, or verify the calculation of, the redemption price.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary?s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed. For so long as the notes are listed on the Luxembourg Stock Exchange and the rules of the Euro MTF market so require, CODELCO will cause notices of redemption to be announced through the Luxembourg Stock Exchange.
In the case of a partial redemption, selection of definitive notes for redemption will be made by lot. No notes of a principal amount of U.S.$1,000 or less will be redeemed in part. If any note in definitive form is to be redeemed in part only, the notice of redemption that relates to such note will state the portion of the principal amount of the note to be redeemed. A new definitive note in a principal amount equal to the unredeemed portion of such note will be issued in the name of the holder of such note upon surrender for cancellation of the original definitive note. For so long as the notes are held by DTC (or another depositary), the redemption of the notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass- through distribution of principal basis.
Unless CODELCO defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
Tax Redemption
Each series of 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
4.0% 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 CODELCOs 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
122 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.luxse.com). 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 CODELCOS*s succession by another corporation, and the assumption by such party of CODELCO”s obligations; (ii) to add to CODELCOs 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 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:
() 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.
123 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
With respect to each series of notes, 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 U.S.
Internal Revenue Service (IRS) 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, 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 may not be subject to attachment or to any act of disposition by CODELCO.
124 Further Issues of Notes
With respect to each series 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 each series of 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.
125 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, The Treaty was approved on July 22, 2023, by the U.S. Senate. Certain diplomatic and ratification processes are currently pending for its entry into force, which applies 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 acquired by or assigned to a branch, agent, representative 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 Chile?s 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 35.0%. However, interest and premium (analogous to interest) from bonds or debentures issued in foreign or local currency by companies incorporated in Chile (i.e., CODELCO) are subject to a reduced tax rate of 4.0% (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. For these purposes, the Income Tax Law establishes that the source of interest shall be deemed to be located in the debtors domicile (i.e., CODELCO, as issuer).
A Foreign Holder will not be subject to any Chilean taxes in respect of payments of principal made by CODELCO with respect to the notes.
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
126 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.
Article 11 of the Income Tax Law also states that bonds and other private or public securities issued in Chile by taxpayers domiciled, resident or established in Chile, such as CODELCO, will be deemed to be located in Chile. Consequently, as the notes are issued outside of Chile, capital gains arising from the disposition of the notes would not be deemed as Chilean source income. Therefore, any capital gains realized by a Foreign Holder on the sale or other disposition of the notes issued outside of Chile should not be subject to any Chilean taxes.
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.
As a general rule, the issuance of the notes is subject to stamp tax at a rate of 0.066% per month or fraction thereof elapsed between the issuance and the maturity of the notes, calculated over the principal amount of the notes, with a maximum 0.8% stamp tax over the principal amount, 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, regulated investment companies, dealers in securities or currencies, traders in securities electing to mark to market, U.S. expatriates, U.S. Holders holding the notes in connection with a trade or business conducted outside the United States, 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. Moreover, as described above, once the Treaty enters into force, it may also 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.
Payments of Interest and Additional Amounts. The gross amount of stated interest and Additional Amounts (i.e., without reduction for Chilean taxes withheld) will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is actually or constructively received in accordance with the holder?s method of
127 accounting for U.S. 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. In general, however, if the notes are issued with OID at or above a de minimis threshold, a U.S. Holder will be required to include OID in gross income, as ordinary income, under a constant-yield method before the receipt of cash attributable to such income, regardless of the U.S. Holders regular method of accounting for U.S. federal income tax purposes.
Subject to generally applicable limitations and conditions, Chilean interest withholding tax paid at the appropriate rate applicable to the U.S. Holder may be eligible for credit against such U.S. Holder*s U.S. federal income tax liability. These generally applicable limitations and conditions include new requirements adopted by the IRS in December of 2021 and any Chilean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder. In the case of a U.S. Holder that is eligible for, and properly elects, the benefits of the Treaty (once it has entered into effect) the Chilean tax on interest generally will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Chilean tax on interest is uncertain and we have not determined whether these requirements have been met. If the Chilean tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S. Holder may be able to deduct the Chilean tax in computing the U.S. Holder’s taxable income for U.S. federal income tax purposes, subject to applicable limitations and requirements. Interest and Additional Amounts will constitute income from sources without the United States and, for U.S. Holders that validly claim foreign tax credits generally will constitute passive category income for foreign tax credit purposes.
The availability and calculation of foreign tax credits and deductions for foreign taxes may depend on a U.S. Holders particular circumstances and involve the application of complex rules to those circumstances. In a recent notice, the Treasury and the IRS announced that they are considering proposing amendments to the 2021 regulations and will allow, subject to certain conditions, taxpayers to defer the application of many aspects of such regulations for taxable years ending on or before December 31, 2023 (the notice also indicates that the Treasury and the IRS are considering whether, and under what conditions, to provide additional temporary relief for later taxable years). U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations.
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. Holders adjusted tax basis in those notes. A U.S. Holders adjusted tax basis in a note will generally equal the cost of the note to such Holder. 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.
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 in 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 the holder
128 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 generally 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 European Financial Transaction Tax
On February 14, 2013, the European Commission published a proposal for a directive for a common financial transaction tax (the FTT) in Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the Participating Member States). Political consensus on a final directive for the FTT was not achieved until today. Additional EU Member States may decide to participate andor certain of the Participating Member States (in addition to Estonia which meanwhile withdrew) may decide to withdraw.
Whether the FTT will ultimately be implemented and, if so, in what form, as well as the transactions that may be covered by it, is uncertain at this stage. If enacted, the FT’T’ could apply under certain circumstances to transactions involving the notes. The mechanism by which the FTT would be applied and collected is not yet known, but if the FTT or any similar tax is adopted, transactions in the notes could be subject to higher costs, and the liquidity of the market for the notes may be diminished.
Prospective holders of the notes are advised to seek their own professional advice in relation to the
consequences of the FTT that could be associated with subscribing for, purchasing, holding and disposing of the notes.
129 PLAN OF DISTRIBUTION
Subject to the terms and conditions of the purchase agreement among CODELCO, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Scotia Capital (USA) 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:
Principal Amount of Principal Amount of
Initial Purchasers 2034 Notes 2053 Notes
BNP Paribas Securities Corp. U.S.$260,000,000 U.S.$ 140,000,000 Citigroup Global Markets Inc. U.S.$260,000,000 U.S.$ 140,000,000 J.P. Morgan Securities LLC U.S.$260,000,000 U.S.$ 140,000,000 Santander US Capital Markets LLC U.S.$260,000,000 U.S.$ 140,000,000 Scotia Capital (USA) Inc. U.S.$260,000,000 U.S.$ 140,000,000 Total U.S.$1,300,000,000 U.S.$700,000,000
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 officers 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).
130 Each series of notes are a new issue of securities without an established trading market. We intend to apply to list both series of notes on the Official List of the Luxembourg Stock Exchange; however, neither series of notes have been listed yet. Both series of notes are expected to trade on the Euro MTF market of the Luxembourg Stock Exchange. 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 both series of 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 each series of 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.
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 September 8, 2023, 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 MiFID Il;
131 (ii) a customer within the meaning of 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 IT; or (iii) not a qualified investor as defined in 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 EUWA; or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FESMA) 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.
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 purchasers 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
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
132 without prior registration under Law No. 6,38576, as amended, and Instruction No. 160 on July 13, 2022, as amended. 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 No.11971 of May 14, 1999, as amended from time to time, (the Issuers Regulation); or
(Gi) in any other circumstances where an express exemption from compliance with the restrictions on offers to the public applies, as provided under Article 100 of the Italian Legislative Decree No.58 of February 24, 1998, as amended from time 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 (i) 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 No. 16190 of
29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended from time to time (the Banking Act);
(Gi) 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.
133 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: () 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:
() 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(0)(B) of the SFA; (Gi) where no consideration is or will be given for the transfer; (ii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Notification under Section 309(BJÚ)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
The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other
134 offering or marketing material relating to the notes, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this document 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 No. 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 No. 336 (General Rule No. 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: September 5, 2023. 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 (DFSA). 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 DFSA 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.
135 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.
136 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 144A 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)() 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
137 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 IIS 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)Jd) 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.
138 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.
139 VALIDITY OF THE NOTES
The validity of the notes will be passed upon for CODELCO by Cleary Gottlieb Steen 8: 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 Linklaters LLP, special New York, New York, United States counsel for the initial purchasers, and by Garrigues Chile Limitada, special Chilean counsel for the initial purchasers.
Cleary Gottlieb Steen 8: Hamilton LLP may rely without independent investigation as to all matters of Chilean
law on Carey y Cía. Ltda., and Linklaters LLP may rely without independent investigation as to all matters of Chilean law on Garrigues Chile Limitada.
140 INDEPENDENT AUDITORS
The financial statements of CODELCO and its subsidiaries as of and for the year ended December 31,
2020, included in this offering memorandum, have been audited by Deloitte Auditores y Consultores Ltda., independent auditors, whose report is referenced within the successor audit opinion over the financial statements of CODELCO and its subsidiaries as of and for the years ended December 31, 2021 and 2020.
The financial statements of CODELCO and its subsidiaries as of and for the years ended December 31,
2022 and 2021, included in this offering memorandum, have been audited by PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, independent auditors, as stated in their reports appearing herein.
141 GLOSSARY OF CERTAIN MINING TERMS
Andesite: A fine-grained volcanic rock, usually dark grey in color, with an average composition of
50.0-60.0% 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, 30.0% iron and 26.0% 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 25.0% to 30.0% 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.
142 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 CODELCOs 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.
143 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.
144 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.
145 GENERAL INFORMATION Authorization
The Ministry of Finance of Chile authorized CODELCO to commence negotiations to issue bonds abroad through Resolution No. 1089 dated June 15, 2023 and Resolution No. 1374 dated August 4, 2023. The Ministry of Finance of Chile authorized the issuance of the notes by Resolution No. 1558 dated September 4, 2023.
CODELCO*”s Board of Directors authorized the issuance of the notes in its ordinary session of June 29,
2023 by means of Reserved Agreement No. 262023. 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 2034 notes are:
CUSIP Number ISIN Number Rule 144A Global Nott.coonccncccincnncno: 21987B BG2 US21987BBG23 Regulation S Global Note P3143N BQ6 USP3143NBQ62 The securities codes for the 2053 notes are: CUSIP Number ISIN Number Rule 144A Global Nott.coonccncccincnncno: 21987B BHO US21987BBH06 Regulation S Global Note . P3143N BR4 USP3143NBR46
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 notes are not yet listed. 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, as trustee, paying agent, transfer agent and registrar.
Copies of the indenture may be made available during usual business hours on any weekday (excluding Saturday, Sundays and public holidays) at the offices of the trustee at 240 Greenwich Street, New York, New York 10286.
146 Financial Position
There has been no material adverse change in CODELCO”s financial position and prospects since the date of the last financial information included in the offering memorandum.
147 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No.
Interim consolidated financial statements as of June 30, 2023 Interim consolidated statements of financial positiON .ocoocconccnnoccnonaconoccnnnconononnncnnnc cono conanonnnóo F-6 Interim consolidated statements Of INCOME .ooocccnccconcononoconononnnconnccnnoconnnonn nooo no cnn cana nonnn ron cccnnacinnos F-8 Interim consolidated statements of comprehensive inCOM€ .oooooccoccccoccconnnonnncnonoconanonnnoonccnnocnoss F-9 Interim consolidated statements of changes in equity .oooconoccnoccnoonnconncnonaconanonnnonnnc cono cananonnnoos F-10 Interim consolidated statements Of Cash ÍÍOWS .ooooocnnccniccnonccnoncconncconaconnnonnnconnc cono cono nonnccnnncnns F-12 Notes to the interim consolidated financial StateMentS.ooocnccinncnonccnonaconnnconnnonnnconnc cono cananonnnos F-13
Consolidated financial statements as of December 31, 2022 and independent auditors report
Independent auditors report from PricewaterhouseCoopers
Consultores Auditores SPA.cconcccnncononoconnnonnnconnconnnconnnnnnnoonncnnnncnnnnonnn con nr nora cnnn non n ron nana nernnnnnnnos F-115 Consolidated statements of financial positiON .oooocnnncnnncononaconnnonnnconncnono cana nonnncon ocn no concnnnnnoos F-120 Consolidated statements Of INCOME .ooooccnccnocnnoncnonconanoncnnnonnnonncono corona cnn cnn non cnn conc rra rnn cra crac F-122 Consolidated statements of comprehensive INCOME .ooococcoconocaconnnonnnonnnanonoconanonnnooncc nono cancnnnnnnos F-123 Consolidated statements of changes in equity .oooooocccoccnonccnonaconanonnnconnccnnocanononnnconcc nono concnonnnos F-124 Consolidated statements Of Cash ÍlOWS .oonconncnnonoconocnnonnonnnnnconncononrncnn conc cnn cnn r nono nrnnnnnncnnnnns F-126 Notes to the consolidated financial StateMentS .ooonnonccnononocanoncnonnnnnnoncnncconanncnnnonnnonncnnccn nano nos F-127
Consolidated financial statements as of December 31, 2021 and independent auditors report
Independent auditors report from PricewaterhouseCoopers
Consultores Auditores SPA.cconcccnncononoconnnonnnconnconnnconnnnnnnoonncnnnncnnnnonnn con nr nora cnnn non n ron nana nernnnnnnnos F-232 Consolidated statements of financial positiON .oooocnnncnnncononaconnnonnnconncnono cana nonnncon ocn no concnnnnnoos F-237 Consolidated statements Of profit Or lOSS.ooooccnnnccnnconocanononconnconnaconnnonnncnnnonono cono nonnccon cnc no cnnos F-239 Consolidated statements of comprehensive INCOME .ocooccnoccnonccnonaconnnonnnconnconncconanonnncon cnc nocnnos F-240 Consolidated statements of changes in equity .ooooonoconocononcnnonncoonaconanonnnconccnnnoconononn crono nn nacnnos F-241 Consolidated statements Of Cash ÍÍOWS .oooonocnnccnncnocnnonconncnncnnncnnnnnnnnnncnno crono ncnn cra conc cnnccn raros F-243 Notes to the consolidated financial StateMentS .ooonconiconocanonconnnoncnonnnnnonoconononono nono nonnnonc cn ncnnnos F-244
F-1
CORPORACION NACIONAL DEL COBRE DE CHILE
Interim Consolidated Financial Statements As of June 30, 2023.
F-2
Y
CODELCO
CODELCO – CHILE
Interim consolidated financial statements as of June 30, 2023 (A free translation from the original in Spanish)
F-3
CONTENT
INTERIM CONSOLIDATED FINANCIAL STATEMENTS (A free translation from the original in Spanish)
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITlON.occocnccconcconnrnrrnrccneninirrnrnrnrnrrrrar aras 7 INTERIM CONSOLIDATED STATEMENTS OF INCOME oononcccccccocncncncncnrrrrrrrr as 9 INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME .ooncccocicnocccnrnnncncnconn coronarias 10 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY innncinincnnnnnccirnnncncncenrnrrrrararana nn as 11 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS occiccocnonocionncnccncrres 13 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS conociera 14 lL- GENERAL INFORMATION conca ca 14
1 Corporate informati0N .occooncccnnoonccnnoncncnnnancnnnnnonccnnnnanccncnnnncnnnnnnnnnnnnnnnnnnnnnnennnnnncnanocnnnnaonennns 14
2. Basis of presentation of the consolidated financial statementS.ocoonocccnnonccnonocncanonocnccnnonnnnons 15 ll. SIGNIFICANT ACCOUNTING POLICIES ooo rra 16
1 Significant judgments and key estimates.mooooconcnoconcononccnnnooccnnnnanncnnancnnnnncnnnncnnonncnnanancnnnancnnnss 16
2. Significant accounting policies.ocooonoocccnnonocanononacononanancnnonoconanancnnnannnnnnnonncncnnnnnannanancnnnnnncnnos 20
3. New standards and interpretations adopted by the CorporatioN.oocmooccccnonoccnonocncaninocnccnonananons 38
4. New accounting pronoUNCEeMentS.ooocccnccccncnonnccnononncononononononcconanonncnnannnnnnnancnnnnnnnnnn nana ncnnnannncnnnn 39 IL. EXPLANATORY NOTES oonniiiiiiciocinasrr aaa 42
1 Cash and cash equivalentS .ooononncccnnnooncnononacanonocannnnoncconancncnnnannnnnnnnnnnnnnnanncnnnonncannanccnnnnnnennns 42
2. Trade and other receivableS .oooooooccnoncnnnnonnnnonnnnonnnnonanononnnnccnancnnnnocnnnonanoncn ccoo n nano nanno cano cnnnncnnnns 42
3. Balances and transactions with related parties .ooooonnoccnonononononocanononncannnnancnnnnononononcccnanocnccnon 44
4, INVENTONIES .oooooccnccncnnnncnnoncnnoncnnoncnnonncnnnnnononcannn canon canon nan n rca nn aan n anar canc crac cnn cercana nn anan nacen nana cnica nano 50
5. Income taxes and deferred taxes .oooooonocncoconconncononcnnannnnanconnnnnnnoncnnancnnanccnan conan cnn na nn nancanan nacen conan 51
6. Current and non-current tax assets and liabilitieS.oooooonooonooonnononcnnonnnnonanoornnnonnnononnnornnnnonnnnno 53
7. Property, plant and equipMenNt.omooconcnnncccnononnccnononnconancccnnncnncnnonnocnnoncnnnnnancnnnnnonnnnnanoncnnnancncnnnno 54
8. LOASOS cocooocccnnonnnnnononnnonononnnnnnnon rocoso cnn nn ono nen enn nn nn ron enn nan ne nen ana nene n asc nr nana nr nn nn cnn cane canas acera nnnnn nens 57
9. Investments accounted for using the equity method.oocconccccncononccnnnocnnonannccnanonncnnanncncncnccnnnos 59
10. SUDSIdIarieS .oooonoccononcnoonnnnoncnnonncononcnnoncnnoncnnonnnnonnnnnoncnnoncanon canon canon nn no nn on canon canon canon nro nace nnanens 65
11. Current and non-current financial aSSetS.oooonococoncononconancnnancnnoncnnnnncnnoncnnoncanoncnnonnnnccncnno nano ncnnos 65
12. Other financial liabilitieS .oooonoonnnnoononooncononcnnoncnnoncnnocccnocccononcnnoncnnon cnn nnnnccncnnoncnncncannnrnccnanoos 66
13. Fair Value of financial assets and liabilitieS.oooonoonnonenconancnnannnnnccnnnnconanonnoncononconon conc nncnnanoo neos 75
14. Market value hierarchy for items at market Value .cmoooconcnonccnncocnnononccnnnncancnnnnoncconanoncnananccnnnns 76
15. Trade and other accounts payable .ooocnnnnncccnnonccnnnnonccnnnnoncnnnanancnnnnnnnnnnnonccnonononannanncnnanocnncnanones 77
16. Other proVISIONS .coooocconocccnnonncancnonncnnnnoccncnnnononononononcnnnncnnononnnnnnnonenonnnnnenannnnnnanonnnn nano ncnnnnccnnnn 78
17. Employee benefitS.mooocnonnnoccnonocannnnonccnnnncncnnnanncnnnnnoncnnnnononnnannnnnnnannnnnnnonnnn nano cannannncnnannnnnnnnnns 79
18 EQUIÉY coccoooccccnononcnononnnoninonncnnononncnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnannnnnnnannnnnnnannnnnnnnnnnn canso nenannnnnenanaccnnnanocncnnnno 82
19, SAA 85
20. ESA AAA 85
21. Asset iMpairMent.ooooonnnnncccnnononcnononncannancncnnnonccnnnnnononnnnnncenononnnnnnnnnnnnnnnnnennnnnnnnnanacn canoso nnnnnnonenn 85
22. Other income and expenses .coonooccccnnoccnnnnonncnnanccnonnnoncnnonononnnonncnnnannnnnnnnnnnnnnnannnnnnonn cn ncannnnnnnnnennns 86
23. FINANCE COSÍS cocccococcononcononcnnonnnnonnnnnnncnnoncnnoncnnon canon cane cnn ne ncnen nana ncanen caen nn canoa n casan nacen nana cnn ca ncn nens 88
24, Operating SEGMENTS .comcooconnonoccnnnonnccnnancncnnnoncnnnnnonncnnnnnncnnnannnnnnnnnnnnnnonnnennnnnnnananocnnnnanannnn nano nenas 89
25. Exchange differencCe.mooocnononocnnonoccnnnnonccnnnnancnnnannnnnnnonnnnnanonnnnnannnnnnannnnnnnonnnn nano cannannncnnnnncnnnnnnns 96
26. Statement Of CaSh fÍOWS.omooconccccnoncnnonnnnonncononcnnoncnnoncnnonccnocncnnoncnnoncnnon nano ncnno cn casona non cancn nro nnanoos 96
27. SOI AAA 97
28. DerivatiVeS CONÍTACÍS. .coooonoconnononcononcnnoncnnonnnnoccnnonnnnnoncanoncanonnnnocnnnocnnnnon canon canon canon nac c rca non cana ncanos 101
29. 30.
31.
32.
33.
Contingencies and restrictiONS.ooooconocccnnonacnnononacnnnonncnnnnoncnonannnnnnnancnnnononcnnnannncnnnancnnnanancnns 103
GUALQNteOS coooooccccccnnnonononcnnonnnnanonnncnnnnnnnnnnnononcnnnnnnnnosononrncnnnnnoonncnnennnnnnonocnnnnnnnnananononcnnanannannnncnnons 108 Balance in foreign CUITeNCY .ooococcnnoccncnonnccnononncnnnnocanononononononcnnnonnoncnnonnncnnnanonnnnnannnnnnnannnnnanancnns 109 SANCÍONS .oooncccncconononnnonnnonononnnononononnncnononncnnanannnn nano nnnnannnnnnnnnnnnnnnonnencnnnncnnnnnnnnnanonncn nano nennnannnes 111 The enVirON Met .occconnccnncnccccnnannnnnnnonccnnnnancnnnanancnnnonnnnnnnonnnnnnonnnencannnnnnnnnnnnnnnnnnancnnnnnenanannnanannnes 111 Subsequent EVentS .ooooncnccccnnonnccnnononanononononononnncnanonncnnanonnnnnnnnnnnnnannnnnnnnnncn nana nnnnnanncnnnannnnaninnnes 114
E-5
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of June 30, 2023 (unaudited) and December 31, 2022 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 6-30-2023 12-31-2022
NS Assets Current assets Cash and cash equivalents 1 1,390,867 1,026,727 Other current financial assets 11 8,554 1,451 Other current non-financial assets 36,949 36,989 Trade and other current receivables 2 2,634,148 3,386,785 Accounts receivable from related entities 3 21,465 31,756 Current inventories 4 2,457,411 2,300,909 Current tax assets 6 5,318 10,226 Total current assets 6,554,712 6,794,843 Non-current assets
Other non-current financial assets 11 166,333 105,518 Other non-currentnon-financial assets 13,599 13,615 Non-current accounts receivable 2 87,407 88,906 Accounts receivable from related parties. 3 224 224 Non-currentinventories 4 503,854 603,446 Investments accounted for using equity method 9 3,520,980 3,527,323 Intangible assets other than goodwill 41,272 42,687 Property, plant and equipment 7 33,315,226 32,309,530 Investment property 981 981 Rightof use assets 8 415,251 405,843 Non-currenttax assets 6 804,833 748,611 Deferred tax assets 5 95,933 95,705 Total non-current assets 38,965,893 37,942,389 Total assets 45,520,605 44,737,232
The accompanying notes are an integral part of these interim consolidated financial statements.
F-6
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of June 30, 2023 (unaudited) and December 31, 2022 (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 6-30-2023 12-31-2022 NS Equity and liabilities Liabilities Current liabilities Other financial liabiliies 12 506,360 470,437 Lease liabilities 8 137,531 125,190 Trade and other payables 15 1,640,040 1,779,538 Accounts payable to related entities 3 98,943 178,673 Other short-term provisions 16 626,091 761,665 Currenttax liabiliies, current 6 11,321 26,309 Current provisions for employee benefits 17 425,878 544,289 Other non-financial liabilities 34,350 34,384 Total current liabilities 3,480,514 3,920,485 Non-current liabilities Other financial liabiliies 12 18,153,252 16,689,123 Lease liabilities 8 306,325 286,679 Non-current payables 1,117 1,062 Other long-term provisions 16 2,686,595 2,679,728 Deferred tax liabilites 5 8,254,175 8,461,928 Non-current provisions for employee benefits 17 1,114,906 1,041,117 Other non-financial liabilities 2,788 2,545 Total non-current liabilities 30,519,158 29,162,182 Total liabilities 33,999,672 33,082,667 Equity Share capital 5,619,423 5,619,423 Accumulated losses (670,477) (538,367) Other reserves 18.a 5,662,615 5,659,426 Equity attributable to owners of parent 10,611,561 10,740,482 Non-controlling interests 18.b 909,372 914,083 Total equity 11,520,933 11,654,565 Total liabilities and equity 45,520,605 44,737,232
The accompanying notes are an integral part of these interim consolidated financial statements.
F-7
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF INCOME For the six and three-month periods ended June 30, 2023 and 2022 (unaudited) (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 1-1-2023 1-1-2022 4-1-2023 4-1-2022 N? 6-30-2023 6-30-2022 6-30-2023 6-30-2022 Revenue 19 8,288,982 8,690,940 3,631,226 3,733,770 Cost of sales (6,764,907) (5,787,556) (8,293,741) (2,885,614) Gross margin 1,524,075 2,903,384 337,485 848,156] Other income 22.a 53,290 30,943 44,435 20,121 Distribution costs (17,446) (6,706) (5,045) (3,884) Administrative expenses (268,721) (246,659) (126,328) (152,299) Other expenses by function 22.b (971,027) (925,946) (485,558) (443,984) Other gains 14,506 15,768 7,141 9,242 Gains from operating activities 334,677 1,770,784 (227,870) 277,352| Finance income 47,065 13,705 22,633 8,885 Finance costs 23 (883,002) (285,459) (193,889) (141,157) Impairment gain (losses) and reversal of impairment losses determined in accordance with 1.627 (1.318) 243 449 IFRS 9 Share of net profit of associates and joint ventures accounted for using the equity method 9 (6,593) 76,821 (14,031) 32,286 Exchange (losses) gains 25 (309,378) 124,991 22,207 358,416 [(Loss) income for the period before tax (315,604) 1,699,524 (390,707) 536,231] Income (loss) tax expense 5 175,296 (1,179,758) 236,609 (405,185) [Net (loss) income (140,308) 519,766 (154,098) 131,046] (Loss) profit attributable to:
Owners of the parent (135,597) 497,792 (149,714) 119,809
Non-controlling interests 18.b (4,711) 21,974 (4,384) 11,237 [Net (loss) income for the period (140,308) 519,766 (154,098) 131,046
The accompanying notes are an integral part of these interim consolidated financial statements.
F-8
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the six and three-month periods ended June 30, 2023 and 2022 (unaudited) (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2023 1-1-2022 4-1-2023 4-1-2022 NO? 6-30-2023 6-30-2022 6-30-2023 6-30-2022 [Net (loss) income for the period (140,308) 519,766 (154,098) 131,046 Components of comprehensive income that will not be reclassified to profit or loss for the period, before taxes Comprehensive (loss) income, before income taxes, gains from remeasurement of defined 17 (7,960) (20,362) 220 (32,612) benefit plans Share of comprehensive income of associates and joint ventures accounted for using the (25) 58 (86) (44) equity method that will not be reclassified to profit or loss for the period, before taxes Total other comprehensive income that will not be reclassified to profit or loss for the (7,995) (30,308) 134 (82,656) period, before taxes Components of comprehensive income that will be reclassified to profit or loss for the period, before taxes Exchange differences on translation Gain (loss) on foreign exchange translation differences, before income taxes 5,650 (3,072) (1,221) (4,746) Cash flows hedges Gains on cash flows hedges, before taxes 675 107,149 20,172 49,720 Total comprehensive income that will be reclassified to profit or loss for the period, 6,325 104,077 18,951 44,974 before taxes Other components of comprehensive (loss) income, before taxes (1,670) 73,773 19,085 12,318
Income tax related to components comprehensive income
Income taxes related to remeasurements of defined benefit comprehensive income plans 5 5,596 21,124 (146) 22,756 Income taxes related to components of comprehensive income that will not be reclassified to profit or loss for the period
5,596 21,124 (146) 22,756
Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period Income taxes related to comprehensive income cash flow hedges 5 (439) (69,647) (13,112) (32,318)
Income taxes related to components of comprehensive income that will be reclassified (439) (69,647) (13,112) (82,318) to profit or loss for the period
Comprehensive income 3,487 25,250 5,827 2,756 Total comprehensive (loss) income (136,821) 545,016 (148,271) 133,802 Comprehensive (loss) income, attributable to
Comprehensive (loss) income attributable to owners of parent (132,110) 523,042 (143,887) 122,565 Comprehensive (loss) income attributable to non-controlling interests (4,711) 21,974 (4,384) 11,237 [Total comprehensive (loss) income (136,821) 545,016 (148,271) 133,802
The accompanying notes are an integral part of these interim consolidated financial statements.
F-9
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the six-month periods ended June 30, 2023 and 2022 (unaudited)
(In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Reserve on Reserve of
500202 a ei SO rl translation plans Note 18 Note 18
Opening balance at 01-01-2023 5,619,423 (7,030) 3,831 (262,465) 5,925,090 5,659,426 (538,367) 10,740,482 914,083 11,654,565 Changes in equity Loss (135,597) (135,597) (4,711) (140,308) Comprehensive income 5,650 236 (2,364) (35) 3,487 3,487 3,487 Loss 5,650 236 (2,364) (35) 3,487 (132,110) (4,711) (136,821) Dividends – – – Increase through transfers and other changes, equity – – (298) (298) 3,487 3,189 3,189 Increase (decrease) in equity 5,650 236 (2,364) (333) 3,189 (132,110) (128,921) (4,711) (133,632) Closing balance at 06-30-2023 5,619,423 (1,380) 4,067 (264,829) 5,924,757 5,662,615 (670,477) 10,611,561 909,372 11,520,933
The accompanying notes are an integral part of these interim consolidated financial statements.
F-10
CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the six-month periods ended June 30, 2023 and 2022 (unaudited) (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Reserve on Reserve of . . . . Equity attributable . . exchange Reserves of cash | remeasurement of Total Retained earnings Non-controlling .
6-30-2022 Share capital . Other reserves to owners of . Total equity differences on flow hedges defined benefit other reserves (losses) arent interests translation plans P Note 18 Note 18 Opening balance at 01-01-2022 5,619,423 (6,221) (31,254) (259,573) 5,583,454 5,286,406 (277,340) 10,628,489 946,412 11,574,901 Changes in equity Gain 497,792 497,792 21,974 519,766 Comprehensive income (3,072) 37,502 (9,238) 58 25,250 25,250 25,250 Profit (3,072) 37,502 (9,238) 58 25,250 523,042 21,974 545,016 Dividends (259,900) (259,900) (259,900) (Decrease) through transfers and other changes, equity – – (271) (271) (855) (1,126) (33,825) (34,951) Increase in equity (3,072) 37,502 (9,238) (213) 24,979 237,037 262,016 (11,851) 250,165 Closing balance at 06-30-2022 5,619,423 (9,293) 6,248 (268,811) 5,583,241 5,311,385 (40,303) 10,890,505 934,561 11,825,066
The accompanying notes are an integral part of these interim consolidated financial statements.
F-11
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the six-month periods ended June 30, 2023 and 2022 (unaudited)
(In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2023 1-1-2022 NO 6-30-2023 6-30-2022 Cash flows from (used in) operating activities Classes of cash receipts from operating activities Receipts from sales of goods and rendering of services 9,095,140 10,244,843 Other cash receipts from operating activities 26 1,535,649 1,138,401 Payments to suppliers for goods and services (6,344,663) (5,446,552) Payments to and on behalf of employees (968,208) (831,149) Other cash payments from operating activities 26 (1,845,259) (1,595,527) Dividends received – 123,347 Income tax (paid) (94,794) (660,362) Net cash flow from operating activities 1,377,865 2,973,001| Cash flows from (used in) investing activities Other cash payments to acquire equity or debt instruments of other entities (245) (257) Purchases of property, plant and equipment (2,057,834) (1,538,490) Interest received 44,697 10,565 Other inflows (outflows) 2,999 (89,300) Net cash flows used in investing activities (2,010,383) (1,617,482)| Cash flows from (used in) financing activities Total amounts from long-term loans and bonds 1,400,000 – Loan and bond payments (16,000) Lease liability payments (35,853) (73,077) Dividends paid – (259,900) Interest paid (361,298) (335,865) Other cash outflows (10,623) (35,455) Net cash flows used in financing activities 992,226 (720,297) ne IA (decrease) in cash and cash equivalents before the effect of exchange rate 359,708 635,222 Effect of exchange rate changes on cash and cash equivalents 4,432 (485) Net increase (decrease) in cash and cash equivalents 364,140 634,737 Cash and cash equivalents at beginning of period 1 1,026,727 1,283,618 Cash and cash equivalents at end of period 1 1,390,867 1,918,355
The accompanying notes are an integral part of these interim consolidated financial statements.
F-12
CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022 (Monetary values in thousands of United States dollars, unless another currency or unit is indicated)
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 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
F-13 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 11! of Note 9.
Basis of presentation of the consolidated financial statements
The interim consolidated statements of financial position as of June 30, 2023 and the consolidated statements of financial position as of December 31, 2022, the interim consolidated statements of income, statements of comprehensive income for the six-month and three-month periods ended June 30, 2023 and 2022 and the interim consolidated statements of changes in equity and cash flows for the six-month periods ended June 30, 2023 and 2022 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 “JASB).
These interim consolidated financial statements (unaudited) have been prepared from accounting records maintained by the Corporation.
The interim consolidated financial statements (unaudited) of the Corporation are presented in thousands of United States dollar (*U.S. dollar).
F-14
Responsibility for information and estimates made
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,
2023, which financial statements fully comply with IFRS. These consolidated financial statements as of June 30, 2023 were approved by the Board of Directors at a meeting held on July 27, 2023.
Accounting policies
These unaudited interim consolidated financial statements reflect the financial position of Codelco and subsidiaries as of June 30, 2023 and December 31, 2022, as well as the results of their operations, changes in equity and cash flows for the six-month periods ended June
30, 2023 and 2022, and related notes, all prepared and presented in accordance with IAS 34 “Interim Financial Reporting”, considering the respective presentation regulations of the Financial Market Commission (CMP)”.
ll. SIGNIFICANT ACCOUNTING POLICIES
1. Significant judgments and key estimates
These interim consolidated financial statements (unaudited), 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 greater degree of judgment or complexity or areas in which the assumptions and estimates are significant for the consolidated financial statements are described 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.
Where there are indications that the useful lives of these assets or their residual values may have changed from previous estimates, this should be done using technical estimates to determine the impact of any changes
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
F-15 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 law.
Notwithstanding the foregoing, the Corporation periodically reviews ¡ts 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 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 change in these criteria may have an impact on the recoverable amount of the assets being tested for impairment.
The Corporation has assessed and defined that the CGUs are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
F-16
In assessing impairment in subsidiaries and associates, the Corporation uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves andor mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as, for example, the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation.
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 based on a formal closure plan and are reassessed as of each reporting period 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 are 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 because 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 it carrying amount. lf 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 such an indicator exists, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with IAS 36.
Costs arising from the installation of a plant or other site preparation work, discounted to their net present value, are 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 net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense is included in cost of sales, while the discount in the provision is included in finance costs.
F-17
9) h)
J)
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 s (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 its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated monthly, See Notes 2 q) Revenue from contracts with customers of Note 2 Significant accounting policies below.
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.
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.
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 to allocate the total price of the transaction to each performance obligation based on the stand-alone selling
F-18 k) 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).
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:
– ltis probable that the future economic benefits associated with the stripping activity will flow to the entity. – ltis possible to identify the components of an ore body for which access has been improved because of the stripping activity, and
– 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.
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these interim consolidated financial statements (unaudited), it is possible that new developments could lead the Corporation to modify these estimates in the future. Such modifications, if any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.
Significant accounting policies a.
Period covered: The accompanying interim consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
Interim Consolidated Statement of Financial Position as of June 30, 2023 (unaudited) and Consolidated Statement of Financial Position as of December 31, 2022.
Interim Consolidated Statement of Income (unaudited) for the six and three-month period ended June 30,2023 and 2022.
Interim Consolidated Statements of Comprehensive Income (unaudited) for the six and three-month periods ended June 30, 2023 and 2022.
Interim Consolidated Statements of Changes in Equity (unaudited) for six-month periods ended June 30, 2023 and 2022.
Interim Consolidated Statements of Cash Flows (unaudited) for the six-month periods ended June 30, 2023 and 2022.
Basis of preparation – These interim consolidated financial statements (unaudited) of the Corporation as of June 30, 2023 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 IASB.
F-19
The consolidated statements of financial position as of December 31, 2022 (audited), and the statements of income and the statements of equity and cash flows for the six-month period ended June 30, 2022 (unaudited), which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the IASB, on a basis consistent with the basis used for the same period ended June 30, 2023, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of June 30, 2023, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation” in section ll of this report.
These interim consolidated financial statements (unaudited) have been prepared from accounting records held by the Company. . 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 ofthe 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 interim consolidated financial statements (unaudited) ¡is the U.S. dollar.
. Basis of consolidation – The financial statements comprise the consolidated 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 subsidiaries ¡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 income.
F-20
The following companies have been consolidated: . 6-30-2023 12-31-2022 Taxpayer 1D No, COMPANY Country eno % 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. USA US$ 100.00 – 100.00 100.00 Foreign Codelco Kupferhandel 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 Singapore P.L Singapore US$ 100.00 – 100.00 100.00 Foreign Codelco USA Inc. USA US$ – | 100.00 100.00 100.00 Foreign Codelco Canadá Canada US$ 100.00 0.00 100.00 100.00 Foreign Ecometales Limited Channel Islands 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 – 42,10 42.10 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 100.00 0.00 100.00 100.00
99.556.950-7 – [Inmobiliaria Red de Salud Codelco SpA Chile CLP 100.00 – 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 100.00 – 100.00 100.00
76.064.682-2 [Centro de Especialidades Médicas Río Blanco Ltda. Chile CLP – | 100.00 100.00 100.00
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
76.173.783-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 99.90 0.10 100.00 100.00
78.394.040-K [Centro de Servicios Médicos Porvenir Ltda. 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
77.780.914-8 |Salares de Chile SpA Chile USD 100.00 – 100.00 –
77.780.919-9 – |Minera Tarar SpA Chile USD – | 100.00 100.00 –
For the purposes of these interim 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 elements are present: (i) power to govern the operating and financial policies to obtain benefits from their activities; (li) exposure or
F-21 rights to the variable returns of these companies; and (iii) ability to use the power to influence the amount of returns.
The Corporation reassesses whether 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.
– 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 adjusts 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: the result 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.
e. Foreign currency transactions and reporting currency conversion – Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of
F-22 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 income for the period within “Exchange gains (losses) in foreign currencies.
At the end of the reporting period, monetary assets and liabilities denominated in Unidades de Fomento (“UF”) have been denominated in US$, considering the exchange rates in effect at the end of each period (6-30-2023: US$ 45,02; 12-31-2022: US$ 41,02; 6-30-2022 US$ 35,5) Expenses and income in local currency have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting record of each transaction.
The translation of the financial statements of subsidiaries associates and jointly controlled entities, whose functional currency is different from Codelco’s presentation currency, is performed as follows for consolidation purposes:
– Assets and liabilities are converted using the prevailing exchange rate on the reporting date. – Income and expenses for each statement of income 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:
Relationship Closing exchange rates
6-30-2023 | 12-31-2022 | 6-30-2022
USD CLP 0.00125 0.00117 0.00107 USD GBP 1.27000 1.20802 1.21803 USD BRL 0.20877 0.18923 0.19226 USD EURO 1.09123 1.07021 1.04789 USD AUD 0.66631 0.68120 0.69089 USD HKD 0.12762 0.12820 0.12743 USD RMB 0.13760 0.14452 0.14939
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 reflects 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
F-23 net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of income. . Property, plant and equipment and depreciation – Items of property, plant and equipment are initially recognized at cost. After initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
The cost of property, plant and equipment includes the costs of expansion, modernization or improvements that represent an increase in productivity, capacity or efficiency, or an increase in the useful life of the assets, and are capitalized as an increase in the cost of the related 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 Intangibles – software Straight-line over 8 years Open pit and underground mine Unit of production development
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.
Adoditionally, 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 because of new known information, confirmed, and officially released by the Corporation.
F-24
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 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.
Intangible assets – The Corporation initially recognizes these assets at acquisition cost.
The 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.
Development expenses for technology and innovation projects are recognized as intangible assets at cost, if and only if, all the following have been demonstrated
– The technical feasibility of completing the intangible asset so that it will be 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
F-25
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
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 ¡s estimated to be less than it is 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.
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.
F-26
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 (PP£E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained. . 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 No 20026 of 2005. Its 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 IAS 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 (¡.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
F-27 – – 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 because of an estimate of net realizable value of the inventories lower than it carrying amount is recognized in profit or loss.
m. 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.
n. 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.
This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of June 30, 2023.
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
F-28 determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
. 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.
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.
The accretion of the discount on a closure liability due to the passage of time is recognized as a finance expense in the statement of income.
. 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.
F-29
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) 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 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 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.
q. 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
F-30 f. 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.
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.
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.
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
F-31 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.
A hedge is considered highly effective when it meets the requirements of IFRS 9. At the time of 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 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.
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
F-32 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.
Ss. Financial information by segment – The Corporation has defined its Divisions as ¡ts 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.
t. 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 income “by function” and cash flows using the direct method.
u. 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
F-33 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.
v. 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
F-34 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.
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. w. 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 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 considering 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 ¡s established when there is objective evidence that the amounts due may not be fully recovered.
X. 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. y. 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
F-35 ad.
10%. The amount recognized for this concept is presented in the statement of income within the line item Other expenses by function. (Note 111.22 letter c)).
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.
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.
F-36
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, 2022, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2023, which are:
a) Amendment to IFRS 17
Amends IFRS 17 to address concerns and implementation challenges identified after the publication of IFRS 17 Insurance Contracts in 2017. The main changes include: vi. vil. viii.
Deferral of the date of initial application of IFRS 17 for two years for annual periods beginning on or after January 1, 2023.
Additional scope exclusion for credit card contracts and similar contracts that provide insurance coverage, as well as optional scope exclusion for loan contracts that transfer significant insurance risk
Recognition of insurance acquisition cash flows related to expected contract renewals, including transition provisions and guidance for insurance acquisition cash flows recognized in an acquired business.
Clarification of the application of IFRS 17 in interim financial statements that permit an accounting policy choice at a reporting entity level
Clarification of the application of the contractual service margin (CSM) attributable to the investment performance service and the investment-related service and changes to the related disclosure requirements
Extension of risk mitigation option to include reinsurance contracts held and non- financial derivatives
Amendments to Requiring an entity that at initial recognition recognizes losses on onerous insurance contracts issued to also recognize a gain on reinsurance contracts held
Simplified presentation of insurance contracts in the statement of financial position for entities to present insurance contract assets and liabilities in the statement of financial position determined using portfolios of insurance contracts rather than groups of insurance contracts
Additional transition relief for business combinations and additional transition relief for the date of application of the risk mitigation option and the use of the fair value transition approach.
b) Information to disclose on accounting policies. (Amendments to IAS 1 and IFRS 2 document)
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
F-37 demonstrate the application of the “four-step materiality process” described in the IFRS 2
Practice Statement. c) Definition of accounting estimates (amendments to AS 8)
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 financial statement items to be measured in a manner that involves measurement uncertainty. The amendments clarify that a change in accounting estimate resulting from new information or new developments is not the correction of an
error. d) Deferred Taxes Related to Assets and Liabilities Arising from a One-Time Transaction. (Amendments to IAS 12)
The amendments clarify that the exemption from initial recognition does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
The application of these amendments had no impact on the Corporation’s interim consolidated financial statements, but may affect the accounting for future transactions or arrangements.
4. New accounting pronouncements
The following new standards, amendments and interpretations had been issued by the lASB, but their application is not yet mandatory:
New 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, 2024
The amendments aim to promote coherence in applying its requirements 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.
F-38
Initial Application of IPRS 17 and IFRS 9 – Comparative Information (Amendment to IFRS 17)
An entity that chooses to apply the amendment shall apply it when it first applies IFRS 17.
Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendment to IFRS 17)
Lease liability on a sale and leaseback (Amendments to IFRS 16)
Annual reporting periods beginning on or after January
1, 2024
The amendment clarifies how a lessee subsequently measures sale and leaseback transactions that meet the requirements of IFRS
15 to be accounted for as a sale.
Non-current liabilities with covenants (Amendments to IAS 1
Annual reporting periods beginning on or after January
1, 2024
The amendment clarifies how the conditions that an entity must meet within twelve months after the reporting period affect the classification of a liability.
Suppliers’ financial agreements (Amendments to IAS 7 and IFRS 7)
Annual reporting periods beginning on or after January
1, 2024
The amendments add disclosure requirements and “signaling” within the existing disclosure requirements, which request
entities to provide qualitative and quantitative information on suppliers financing arrangements.
General requirements for disclosure of financial information related to sustainability (IFRS S1)
Annual periods beginning on January 1, 2024 Early application is permitted.
This Standard requires disclosure of information about all risks and opportunities related to sustainability that could reasonably be expected to affect an entitys cash flows, access to finance or cost of capital in the short, medium or long term. For the purposes of this Standard, these risks and opportunities are
F-39 collectively referred to as “sustainability-related risks and opportunities that could reasonably be expected to affect the entity’s prospects”.
This Standard also prescribes how financial disclosures related to sustainability should be prepared and reported. lt establishes general requirements for the content and presentation of those disclosures so that the information disclosed is useful to key users in making decisions related to the provision of resources to the entity.
Climate-related disclosures (IFRS S2)
Annual periods beginning on January 1, 2024 Early application is permitted.
This Standard requires disclosure of information about risks and opportunities related to climate that could reasonably be expected to affect an entity’s cash flows, access to finance or cost of capital in the short, medium or long term.
For the purposes of this Standard, these risks and opportunities are collectively referred to as climate- related risks and opportunities that could reasonably be expected to affect the entity’s prospects”.
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 interim consolidated financial
statements.
F-40
EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of June 30, 2023 and December 31, 2022, is as follows:
Item
6-30-2023 | 12-31-2022 ThUS$ ThUS$
Cash on hand Bank balances
Deposits
Repurchase agreements
Mutual funds – Money market
1,033
1,875
113 381,164 522,050
987,162 477,758
19,633 26,806
Total cash and cash equivalents
1,390,867 | 1,026,727
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. The classification of time deposits complies with the requirements of 7.
2. Trade and other receivables a) 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
6-30-2023 |12-31-2022| 6-30-2023 | 12-31-2022 ThUS$ ThUS$ ThUS$ ThUS$
Trade receivables (1) 2,211,268 | 2,934,533
Allowance for doubtful accounts (3) (1,515) (4,098)
Subtotal trade receivables, net 2,209,753 | 2,930,435 – –
Other accounts receivable (2) 449 904 481,381 87,407 88,906
Allowance for doubtful accounts (3) (25,509)| (25,031) –
Other other accounts receivable, net| 424,395 456,350 87,407 88,906
Total 2,634,148 | 3,386,785 87,407 88,906
F-41 (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 Remaining tax credit susceptible to refund VAT and other taxes receivable, amounting to ThUS$ 259,438 and ThUS$ 216,218 as of June 30, 2023 and December 31, 2022, respectively.
e Receivables owed by the Corporation’s personnel, for short-term and long- term current loans of ThUS$65,637 and ThUS$87,005, respectively (as of December 31, 2022 ThUS$99,229 and ThUS$88,175, respectively), both deducted monthly from their salaries. Mortgage loans granted to the Corporation’s personnel amounting to ThUS$29,250, which are mainly long- term, are backed by mortgage guarantees (as of December 31, 2022 ThUS$29,320). e Advances to suppliers and contractors, to be deducted from the respective payment statements for ThUS$75,473 and ThUS$101,665 as of June 30,
2023 and December 31, 2022, respectively.
e Accounts receivable for services from the Ventanas Smelter to ENAMI. These services for the first half of the year 2023 amounted to ThUS$9,376.
Adoditionally, in order to complement the commercial commitments between Codelco and ENAMI, the Corporation purchases copper concentrate and by- products and sells cathodes to ENAMI. Both Codelco and ENAMI are companies owned by the State of Chile.
(3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the years ended June
30, 2023 and December 31, 2022, were as follows:
Item 6-30-2023 12-31-2022 ThUs$ ThUS$ Opening balance 29,129 19,257 Increases 478 9,984 Discharges applications (2,583) (112) Movement, subtotal (2,105) 9,872 Closing balance 27,024 29,129
F-42
3. The balance of past due but not impaired balances is as follows:
Ageing 30-06-2023 | 31-12-2022 ThUs$ ThUS$ Less than 90 days 5,268 5,760
90 days – 1 year 804 1,1114 Over 1 year 488 206 Total unprovisioned past-due debt 6,560 7,080
b) 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.
Accordingly, as of June 30, 2023, a negative provision of ThUS$77,101 was recorded in the account Trade and other receivables for provisions for unfinished sales invoices. As of December 31, 2022 it was a positive provision of ThUS$31,327.
As of June 30, 2023, ThUS$8.787 of negative provision for open invoices associated with customers who do not have balances due to Codelco was reclassified to Trade payables of current liabilities, which added to the balance presented in Trade and other receivables, totaled a net positive provision of ThUS$85,888.
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.
F-43
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.
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:
F-44
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Company Taxpayer ID No. | Country | Nature of ip |T ion description 65-30-2023 6-30-2022 6-30-2023 6-30-2022 Amount Amount Amount Amount ThUS$ ThUuS$ ThUS$ ThUS$ Besalco Maquinarias S.A: 79.633.220-4 Chile [Relative of employee Services 1,345| 1,345 Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7 Chile [Other related parties Services 100 – Clinica San Lorenzo Ltda. 88.497.100-4 Chile [Subsidiary Services 113 – Comercial Easy Import S.A. 76.421.167-7 Chile [Relative of employee Services 4 4 Consultorias y Asesorias Auditorias y Capacitación Guerra y Guerra ltda | 76.168.106-0 Chile [Relative of employee Supplies 5 – 5 Ecometales Limited agencia en Chile. 59.087.530-9 Chile [Subsidiary Services and Supplies 491,196 14,252 491,196 Empresa Nacional de Telecomunicaciones S.A. 92.580.000-7 Chile [Relative of employee Services – 415 – Empresa de prestación de Servicios Rodolfo Figueroa Valle 76.877.220-7 Chile [Relative of employee Services 3,945 – 3,945 Exploraciones Mineras Andinas S.A. 99.569.520-0 Chile [Subsidiary Services 406,470 – – – Finning Chile S.A. 91.489.000-4 Chile [Relative of employee Services and Supplies 331,708 63 331,357 63 ISalud Isapre de Codelco Ltda 76.334.370-7 Chile [Subsidiary Services 52,430 Loop Redsur Servicios de Mantenimiento Equipos de Levante SPA 77.126.525-1 Chile [Relative of employee Supplies 4 4 J M Dyvinetz consultoria y servicios ltda. 77.393.290-5 Chile [Relative of employee Services 48 48 Kairos Mining S.A. 76.781.030-K Chile [Associate Services 4,420 Kronox Chile Spa 76.242.181-K Chile [Relative of employee Supplies 1 – – – Linde Gas Chile S.A. 90.100.000-K Chile [Relative of employee Supplies 4,406 41 8 37 Lucas Blandford Maquinarias SPA 76.213.738-0 Chile [Relative of employee Supplies 152 – 13 – Marsol S.A. 91.443.000-3 Chile [Relative of employee Supplies – 60 – 60 Nueva Ancor Tecmin S.A. 76.411.929-0 Chile [Relative of employee Supplies – 247 – 229 Primser S.A. 76.753.160-5 Chile [Relative of employee Supplies 29 – 29 – Servicios Geologicos Geodatos S.A. 88.152.200-4 Chile [Relative of employee Services 1,995 1,995 Servicios para la mantención Minera E Industrial S.M.A.SPA 76.169.625-4 Chile [Relative of employee Services 1,439 1,439 Soc. S y S Ingenieria Ltda. 79.592.060-9 Chile [Relative of employee Services 8 8 Sociedad Contractual Minera El Abra. 96.701.340-4 Chile [Associate Supplies 82 – 82 – Suez Medioambiente Chile S.A. 77.441.870-9 Chile [Relative of employee Supplies 11,280 – 11,261 Manufacturas AC Ltda 77.439.350-1 Chile [Relative of employee Supplies 14 69 12 69 MI Robotic Solutions S.A. 76.869.100-2 Chile [Relative of employee Services and Supplies 121 4 – 4 Termoequipos SpA 78.123.830-9 Chile [Relative of employee Supplies 2 40 2 14 Comercial e Import. Villanueva Ltda 77.000.200-1 Chile [Relative of employee Supplies 888 612 368 242 Fluor Chile Ingeniería y Construcción S.A. 85.555.900-5 Chile [Relative of employee Services 4,173 4,173 Constructora Domingo Villanueva Arancibia S.A. 96.846.150-8 Chile [Relative of employee Services – 6,468 – 6,468 Metso Outotec Chile SpA 93.077.000-0 Chile [Relative of employee Services and Supplies 37,767 39,567 6,076 3,946 Ingeniería y Construcción Fenix Ltda 76.134.977-5 Chile [Relative of employee Supplies – 1,112 – – Janssen S.A. 81.198.100-1 Chile [Relative of Director’s Supplies 8,701 96 8,626 81 Consorcio Ingeniería CDZ Ltda 76.926.371-3 Chile [Relative of employee Services 25,652 – – Buses JM Pullman S.A. 78.502.770-1 Chile [Relative of employee Services 11,631 – Adelanta Asesorías y Servicios Ltda 76.425.905-K Chile [Relative of employee Services 975 135 975 JRI Ingeniería S.A. 96.611.930-6 Chile [Relative of employee Services 23,656 – 7,191 CDZ Ingeniería Uno Ltda 77.535.292-2 Chile [Relative of employee Services 20,750 –
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 six and three-month periods ended June 30, 2023 and 2022, the members of the Board of Directors have received the following amounts as per diems, salaries and
fees:
F-45
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Name Taxpayer ID Country Nature of relationship T a í 6-30-2023 6-30-2022 6-30-2023 6-30-2022 No. description Amount Amount Amount Amount ThUS$ ThUuS$ ThUS$ ThUS$ Hernán de Solminihac Tampier 6.263.304-2 Chile Director Directors fee – 28 – 7 Isidoro Palma Penco 4.754.025-9 Chile Director Directors fee – 52 25 Juan Benavides Feliú 5.633.221-9 Chile Chalman of the Board of Directors fee – 42 10 directors Juan Morales Jaramillo 5.078.923-3 Chile Director Directors fee 31 42 9 21 Felipe Larraín Bascuñán 7.012.075-5 Chile Director Directors fee – 28 – 7 Pedro Errázuriz Domínguez 7.051.188-6 Chile Director Directors fee 44 42 22 21 Patricia Núñez Figueroa 9.761.676-0 Chile Director Directors fee 14 42 21 Máximo Pacheco Matte 6.371.887-4 Chile Chalman of the Board of Directors fee 66 31 33 31 directors
Josefina Montenegro Araneda 10.780.138-3 Chile Director Directors fee 44 13 22 13 Alejandra Wood Huidobro 7.204.368-5 Chile Director Directors fee 44 12 22 12 Nelson Cáceres Hernandez 14.379.277-3 Chile Director Directors fee 44 12 22 12 Nelson Cáceres Hernandez 14.379.277-3 Chile Director Payroll 43 10 17 10 Isabel Marshall Lagarrigue 5.664.265-K Chile Director Directors fee 33 – 33 – Eduardo Bitrán Colodro 7.950.535-8 Chile Director Directors fee 29 – 29
Ricardo Álvarez Fuentes 6.689.778-8 Chile Director Directors fee 15 – 15
The Ministry of Finance through Supreme Decree No. 233, dated February 09, 2022, 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$4,413,071 (four million four hundred thirteen thousand seventy-one 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$8,826,140 (eight million eight hundred and twenty-six thousand one hundred and forty 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$1,471,022 (one million four hundred and seventy- one thousand and twenty-two Chilean pesos) 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$2,942,047 (two million nine hundred and forty-two thousand- and forty-seven-pesos Chilean pesos) for meeting attendance
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2022, and will not be adjusted during said period
On the other hand, the short-term benefits to key management of the Corporation expensed during the six-month periods ended Junio 30, 2023 and 2022, were ThUS$ 9,230 and ThUS$ 9,305, 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.
F-46
During the six months ended June 30, 2023, severance payments and other payments associated with the retirement of Codelco’s senior executives were ThUS$ 1,079. (For the period January – June 2022 there were no payments for this concept).
There were no payments for other non-current benefits during the six-month periods ended June 30, 2023 and 2022, 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.
The detail of accounts receivable and payable between the Corporation and its related parties as of June 30, 2023 and December 31, 2022 is as follows:
Accounts receivable from related entities:
Current Non-current Taxpayer 1D No. Name oo Of | Nature of relationship peajes 6-30-2023 | 12-31-2022 | 6-30-2023 | 12-31-2022 Thus$ Thus$ ThUus$ ThUus$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 14,501 27,566
76.063.022-5 [Inca de Oro S.A. Chile Associate US$ 1,010 908
76.255.054-7 – [Planta Recuperadora de Metales SpA Chile Associate US$ – –
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 5,949 3,277 –
96.801.450-1 [Agua de la Falda S.A. Chile Associate US$ 5 5 224 224 Total 21,465 31,756 224 224
F-47
Accounts payable to related entities:
Current Non-current Country of : . Currency of Taxpayer ID No. Name ny Nature of relationship rency 6-30-2023 | 12-31-2022 | 6-30-2023 | 12-31-2022 origin readjustment Thus$ ThUS$ Thus$ ThUS$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 67,883 138,330
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 27,765 38,381
76.255.054-7 [Planta Recuperadora de Metales SpA Chile Associate US$ 2,524 979
76.781.030-K |Kairos Mining S.A. Chile Associate CLP 771 983 Totales 98,943 178,673 related entities during the six and three-month periods ended June 30, 2023 and 2022 are
1-1-2023 1-1-2022 4-1-2023 4-1-2022
6-30-2023 6-30-2022 6-30-2023 6-30-2022 Effect on Effect on Effect on Effect on
4 anti income income income income Taxpayer ID No. Company Transaction description Country Currency Amount (charge)lcredi Amount (charge)lcredi Amount (charge)lcredi Amount (charge)lcredi t t t t ThUs$ ThUS$ ThUS$ Thus$ ThUs$ ThUS$ ThUS$ ThUS$
96.801.450-1 [Agua de la Falda S.A. Sales of services Chile CLP 1 1 – 1 1
96.801.450-1 [Agua de la Falda S.A Contribution Chile US$ 245 257 200
77.762.940-9 [Anglo American Sur S.A. Dividends received Chile US$ 98,173 –
77.762.940-9 [Anglo American Sur S.A. Dividends payable Chile US$ – – 40,272 . – – 40,272 .
77.762.940-9 [Anglo American Sur S.A. Product sales Chile US$ 14,876 14,876 19,489 19,489 14,512 14,512 6,244 6,244
77.762.940-9 [Anglo American Sur S.A. Other sales Chile CLP 998 998 1,632 1,632 368 368 1,632 1,632
77.762.940-9 [Anglo American Sur S.A. Product purchase Chile US$ 316,747 (316,747)| 394,774 (394,774) 139,270 (139,270)! 177,828 177,828
76.063.022-5 [Inca de Oro S.A Payments on accountof the compan’ Chile CLP 88 – 89 (8) 83 – 80 8
77.781.030-K [Kairos Mining Services Chile CLP 5,827 (5,827) 4,813 (4,813) 2,668 (2,668) 2,853 (2,853)
77.781.030-K [Kairos Mining Sales of services Chile CLP 1 1 1 – 1 1 1 1
76.255.054-7 [Planta Recuperadora de Metales SpA [Services Chile US$ 10,474 (10,474)| 12,192 (12,192) 5,128 (5,128) 6,210 (6,210)
76.255.054-7 [Planta Recuperadora de Metales SpA |Product sales Chile CLP Tn 7 2,395 2,395 33 33 2,282 2,282
96.701.340-4 |Soc. Contractual Minera El Abra Dividends received Chile US$ – – 25,174 – – – – –
96.701.340-4 [Soc. Contractual Minera El Abra Product purchase Chile US$ 253,006 (253,006)| 147,691 (147,691) 97,880 (97,880)| 62,838 (62,838)
96.701.340-4 [Soc. Contractual Minera El Abra Product sales Chile US$ 9,323 9,323 28,939 28,939 6,314 6,314 20,967 20,967
96.701.340-4 |Soc. Contractual Minera El Abra Other sales Chile US$ 746 746 746 746 373 373 – –
96.701.340-4 |Soc. Contractual Minera El Abra Commissions received Chile US$ 61 61 47 47 28 28 26 26
96.701.340-4 [Soc. Contractual Minera El Abra Other purchases Chile US$ 266 (266)| 15 (15) 87 (87)| 13 (13)
d) Additional information
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.
F-48
Inventories
Inventories as of June 30, 2023 and December 31, 2022 are detailed as follows:
Current Non-current Item 6-30-2023 12-31-2022 6-30-2023 12-31-2022 ThUS$ ThUuS$ ThUS$ ThUS$
Finished products 190,396 154,351
Subtotal finished products, net 190,396 154,351 – – Products in process 1,414,072 1,425,443 503,854 603,446 Subtotal products in process, net 1,414,072 1,425,443 503,854 603,446 Materials in warehouse and others 1,034,802 893,879 – – Adjustment for obsolescence provision (181,859) (172,764)
Subtotal materials in warehouse and other, net 852,943 721,115 – – Total inventories 2,457,411 2,300,909 503,854 603,446
Inventories recognized in cost of sales during the six-month periods ended June 30, 2023 and
2022, correspond to finished products and amount to ThUS$6,746,920 and ThUS$5,776,482, which do not consider the cost of processing services of ThUS$17,987 and ThUS$11,074, respectively.
During the six-month periods ended June 30, 2023 and 2022, the Corporation has not reclassified strategic inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence ¡is detailed below:
Movement obsolescence provisión 6-30-2023 | 12-31-2022 ThUS$ ThUS$ Opening balance (172,764) (164,591) (Decrease) Increase in provision (9,095) (8,173) Closing balance (181,859) (172,764)
During the six-month periods ended June 30, 2023 and 2022, inventory write-offs of ThUS$370 and ThUS$1,418, respectively, were recognized.
At June 30, 2023 the provision for net realizable value of copper and its effect on income was ThUS$ 125,852 and a loss of ThUS$71,317 respectively (loss of ThuS$25,792 for the same period 2022). As of December 31, 2022, the net realizable value provision was ThUS$54,535.
As of June 30, 2023 and 2022, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of June 30, 2023 and 2022, there are no inventories pledged as security for liabilities.
F-49
5. Income taxes and deferred taxes a) Deferred tax assets and liabilities
Deferred taxes are presented in the Statement of Financial Position as follows:
Deferred taxes 6-30-2023 12-31-2022 ThUS$ ThUs$ Non-current assets 95,933 95,705 Non-current liabilities 8,254,175 8,461,928 Total deferred taxes, net 8,158,242 8,366,223
The following table shows the deferred tax opening, net, classified as assets or liabilities according to the nature of the temporary differences:
Deferred tax assets 6-30-2023 12-31-2022 ThUs$ ThUs$ Provisions 1,940,647 1,841,045 Tax loss 251,737 117,004 Contracts for the right to use assets 26,899 8,600 Other 6,806 2,416 Total deferred tax assets 2,226,089 1,969,065 Deferred tax liabilities 6-30-2023 12-31-2022 ThUs$ ThUS$ Accelerated depreciation 8,174,404 8,087,772 Change in property, plant and equipment 1,600,513 1,637,493 Tax on mining activity 361,279 362,717 Fair value of acquired mineral claims 168,959 169,000 Deferred income taxes of subsidiaries 20,158 19,017 Hedging derivatives 624 3,041 Valuation of severance indemnities 58,394 56,248 Total deferred tax liabilities 10,384,331 10,335,288
b) The effect of deferred taxes recognized in comprehensive income is detailed as follows:
Deferred taxes that affected comprehensive income 6-30-2023 | 3-31-2022 ThUS$ ThUS$ Cash flow hedge (439) (69,647) Defined benefit plans 5,596 21,124 Total deferred taxes that affected comprehensive income 5,157 (48,523)
F-50 c) Composition of income tax (expense)
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Composition 6-30-2023 | 6-30-2022 6-30-2023 6-30-2022 ThUuS$ ThUS$ ThUS$ ThUS$
Deferred tax effect 203,915 (207,490) 239,134 (91,668) Currenttax expense (28,596) (972,268) (2,526) (313,517) Adjustments previous periods (19) Others (4) 1 Total income tax (expense) 175,296 | (1,179,758) 236,609 (405,185)
d) The following table sets forth the reconciliation of the effective tax rate:
6-30-2023 Items Taxable base Tax Rate
25% 40% 5.00% 25% Addit. 40% 5.00% Total ThUS$ ThUs$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Tax effect on income before income taxes (313,247) (313,247) (313,247) 78,312 125,299 15,662 219,273
Tax effect on income before income tax subsidiaries (2,357) (2,357) (2,357) 589 943 118 1,650
Tax effect on consolidated income before income tax (315,604) (315,604) (315,604) 78,901 126,242 15,780 220,923 |]
Permanent differences
Corporate income tax (25%) (2,515) 629 629
Specific tax on state-owned companies art. 2? D.L. 2.398 (40%) 12,505 (5,002) (5,002)
Specific tax on mining activity 825,076 (41,254) (41,254)
TOTAL INCOME TAX 79,530 121,240 (25,474) 175,296 |]
6-30-2022 Items Taxable base Tax Rate
25% 40% 5.24% 25% Addit. 40% 5.09% Total ThUS$ ThUs$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Tax effect on income before income taxes 1,672,572 1,672,572 1,672,572 (418,143) (669,029) (83,629) (1,170,801)
Tax effect on income before income tax subsidiaries 26,952 26,952 26,952 (6,738) (10,781) (1,348) (18,867)
Tax effect on consolidated income before income tax 1,699,524 1,699,524 1,699,524 (424,881) (679,810) (84,977) (1,189,668)|
Permanent differences
Corporate income tax (25%) (198,783) 49,696 49,696
Specific tax on state-owned companies art. 2? D.L. 2.398 (40%) 94,296 (37,718) (37,718)
Specific tax on mining activity 41,372 (2,068) (2,068) | TOTAL INCOME TAX (875,185) (717,528) (87,045) (1,179,758)|
The Corporation has applied a rate of 25% to calculate deferred income tax and first category income tax. 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.
Article 2 of Decree Law No. 2398 establishes an additional 40% income tax rate on the Corporation’s taxable income plus the share of retained earnings of companies not organized as corporations or joint stock companies and the dividends actually received from the latter.
F-51
For the Specific Tax on Mining Activities, in accordance with Law No. 20469, a rate of 5% has been estimated as of June 30, 2023.
On September 2, 2020, Law No. 21256 was published in the Official Journal, for the tax measures that are part of the emergency plan for economic reactivation. According to Article No. 3, added Article No. 23 bis of Law No. 21210, incorporating a temporary depreciation regime that allows full and instant depreciation of fixed assets and that is in force for acquisitions carried out between June 1, 2020, and December 31, 2022. As a state company, the Corporation as a taxpayer that pays taxes based on effective income and complete accounting, availed itself of the indicated benefit as of tax year 2022.
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 determined as indicated in section II. Main accounting policies,
2.1):
6-30-2023 | 12-31-2022 Current tax assets ThUS$ ThUS$ Recoverable taxes 5,318 10,226 Total current tax assets 5,318 10,226
6-30-2023 | 12-31-2022 Current tax liabilities ThUS$ ThUS$ Provisión PPM 9,614 24,315 Tax provision 1,707 1,994 Total current tax liabilities 11,321 26,309
6-30-2023 | 12-31-2022 Non-current tax assets ThUS$ ThUS$ Non-currenttax assets 804,833 748,611 Total non-current tax assets 804,833 748,611
F-52
7. Property, plant and equipment a)
The items of property, plant and equipment as of June 30, 2023 and December 31, 2022,
are as follows:
Property, plant and equipment, gross: 6-30-2023 | 12-31-2022 ThUS$ ThUs$ Works in progress 7,387,022 6,426,233 Land 215,903 225,629 Buildings 6,869,295 6,858,811 Plant and equipment 21,540,337 21,425,224 Fixed installation $. accessories 47,258 47,241 Motor vehicles 2,166,055 2,128,955 Land improvement 8,996,392 8,910,108 Mining operations 10,436,096 10,798,033 Mine development 6,374,777 6,141,437 Other assets 978,307 977,378 Total property, plant and equipment, gross 65,011,442 | 63,939,049 Property, plant and equipment, accumulated depreciation 6-30-2023 | 12-31-2022 ThUS$ ThUs$ Land 21,477 20,357 Buildings 3,32,361 3,661,920 Plant and equipment 12,734,123 12,413,755 Fixed installation € accessories 46,088 45,565 Motor vehicles 1,763,725 1,707,545 Land improvement 4,483,285 4,337,041 Mining operations 7,002,683 7,616,069 Mine development 1,307,740 1,258,845 Other assets 604,734 568,422 Total property, plant and equipment, accumulated depreciation 31,696,216 | 31,629,519 Property, plant and equipment, net 6-30-2023 | 12-31-2022 ThUS$ ThUs$ Works in progress 7,387,022 6,426,233 Land 194,426 205,272 Buildings 3,136,934 3,196,891 Plant and equipment 8,806,214 9,011,469 Fixed installation $. accessories 1,170 1,676 Motor vehicles 402,330 421,410 Land improvement 4,513,107 4,573,067 Mining operations 3,433,413 3,181,964 Mine development 5,067,037 4,882,592 Other assets 373,573 408,956 Total property, plant and equipment, net 33,315,226 | 32,309,530
F-53 b) Movements in property, plant and equipment
Movements : Fixed . : Work Plant and Land M M fin th ds of USS) progress Land Buildings equipment installations £ | Motor vehicles improvement operations development Other assets Total in thousands o . accessories Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2023 6,426,233 205,272 3,196,891 9,011,469 1,676 421,410 4,573,067 3,181,964 4,882,592 408,956 32,309,530 Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment 1,837,285 448 326,365 116 2,164,214 Depreciation, property, plant and equipment (1,120) (70,856) (343,028) (512) (56,745) (146,244) (293,113) (40,972) (36,204) (988,794) Increase (decrease) through transfers and other changes, property, plant and equipment In (decreases) due to transfers from construction in progress, property, plantand (857,072) 227 11,710 130,113 41,097 47.214 126,079 702 Increases (decreases) due to other changes, property, plant and equipment (519,350) (9,953) 147 10,626 6 3 39,070 92,118 225,417 2 (161,914) e ceease) through transfers and other changes, property, plant and (876,422) (9,726) 11,857 140,739 6 41,030 86,284 218,197 225,417 704 (161,914) Disposals and retirements of service, property, plant and equipment Retirements, property, plantand equipment (74) (958) (3,414) (3,365) 1 (7,810) Disposals and retirements of service, property, plant and equipment (74) (958) (3,414) (3,365) 1 (7,810) Increase (decrease) in property, plant and equipment 960,789 (10,846) (59,957) (205,255) (506) (19,080) (59,960) 251,449 184,445 (35,383) 1,005,696 Property, plant and equipment at end of period Closing balance 06-30-2023 7,387,022 194,426 3,136,934 8,806,214 1,170 402,330 4,513,107 3,433,413 5,067,037 373,573 33,315,226 Movements : Fixed . : Work Plant and Land M M . orks in Land Buildings an an installations £. | Motor vehicles : an tning me Other assets Total (in thousands of US$) progress equipment accessories improvement operations development Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2022 6,869,931 351,535 2,768,932 8,497,135 3,324 463,780 3,515,097 3,059,899 4,464,493 455,767 30,449,893 Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment 3,603,401 618 8 418,670 82 4,022,779 Depreciation, property, plant and equipment (2,408) (162,231) (687,029) (1,464) (100,350) (306,733) (669,680) (99,092) (47,671) (2,076,658) Impairmentlosses recognized in profitor loss for the period (89,410) (89,410) Increase (decrease) through transfers and other changes, property, plant and In (decreases) due to transfers from construction in progress, property, plantand (2,984,191) 602 352,692 1,228,772 63,412 906,804 398,580 32,609 770 Increases (decreases) due to other changes, property, plant and equipment (971,588) (144,457) 238,551 (21,926) (19) (2) 457,899 (25,455) 484,582 34 17,619 e ceease) through transfers and other changes, property, plant and (3,955,779) (143,855) 591,243 1,206,846 (19) 63,410 1,364,703 373,075 517,191 804 17,619 Disposals and retirements of service, property, plant and equipment Retirements, property, plantand equipment (1,910) (1,053) (6,101) (173) (5,430) (26) (14,693) Disposals and retirements of service, property, plant and equipment (1,910) (1,053) (6,101) (173) (5,430) (26) (14,693) Increase (decrease) in property, plant and equipment (443,698) (146,263) 427,959 514,334 (1,648) (42,370) 1,057,970 122,065 418,099 (46,811) 1,859,637 Property, plant and equipment at end of period Closing balance 12-31-2022 6,426,233 205,272 3,196,891 9,011,469 1,676 421,410 4,573,067 3,181,964 4,882,592 408,956 32,309,530
F-54
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.
Capitalized interest costs during the six-month periods ended June 30, 2023 and 2022 amounted to ThUS$ 106,726 and ThUS$137,561, respectively. The annual capitalization rate was 4.5% and 4.17% at June 30, 2023 and 2022, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
Expenditure on exploration and drilling resorvoirs | 1-1-2023 1-1-2022
6-30-2023 | 6-30-2022 ThUS$ ThUS$ Netincome for the period 42,846 31,319 Cash outflows disbursed 38,801 37,850
The detail of “Other assets” under “Property, plant and equipment” ¡is as follows:
Other assets, net 6-30-2023 | 12-31-2022 ThUS$ ThUuS$ Mining properties from the purchase of Anglo American Sur S.A 260,000 260,000 Maintenances and other major repairs 85,408 117,569 Other Assets – Calama Plan 22,622 26,388 Other 5,543 4,999 Other assets, net 373,573 408,956
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 !!. Significant accounting policies 2 ¡), relating to Impairment of property, plant and equipment and intangibles assets, and as indicated in note 21 Asset impairment, as of December 31, 2022, the Corporation recorded an impairment of the value of the Ventanas Smelter assets in the amount of ThUS$89,410 before tax.
F-55
8. Leases
8.1 Right-of-use assets
As of June 30, 2023 and December 31, 2022, the breakdown of the right of use asset
category |s:
Detail 6-30-2023 12-31-2022 ThUuS$ ThUS$ Right-of-use assets, gross 872,651 922,837 Right-of-use assets, accumulated depreciation 457,400 516,994 Total right-of-use assets, net 415,251 405,843
Movements during the six-month periods ended June 30, 2023 and year ended December
31, 2022 are as follows:
Reconciliation of changes in Right-of-use Assets 6-30-2023 12-31-2022 (in thousands of US$) ThUus$ ThUS$ Opening balance 405,843 361,539 Increases 83,286 202,426 Depreciation (76,697)| (150,294) Increase (decrease) due to other changes 3,861 (7,447) Retirements, right-of-use assets (1,042) (381) Total movements 9,408 44,304 Closing balance 415,251 405,843 The composition by asset class is as follows: Right-of-use assets, net, by asset class 6-30-2023 12-31-2022 ThUS$ ThUS$ Buildings 4.878 6,248 Land 284 308 Plant and equipment 201,579 174,688 Fixed installation €. accessories 4.910 5,897 Motor vehicles 188,601 201,874 Right-of-use assets 14,999 16,828 Total 415,251 405,843
F-56
8.2 Liabilities for current and non-current leases
As of June 30, 2023 and December 31, 2022, the payment commitments for leasing operations are summarized in the following table:
6-30-2023 12-31-2022 Lease Current and Non-current Gross Interest Net Gross Interest Net ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ up to 90 days 51,363 (5,868) 45,495 44,526 (4,674) 39,852 more than 90 days up to 1 year 108,315 (16,279) 92,036 98,947 (13,609) 85,338 more than 1 year up to 2 years 120,690 (14,560) 106,130 106,699 (12,565) 94,134 over 2 years up to 3 years 85,222 (9,792) 75,430 85,401 (9,800) 75,601 over 3 years up to 4 years 49,993 (6,149) 43,844 55,460 (6,642) 48,818 over 4 years up to 5 years 21,086 (4,210) 16,876 27,725 (3,691) 24,034 more than 5 years 91,119 (27,074) 64,045 71,308 (27,216) 44,092 Total 427,788 (83,932) 443,856 490,066 (78,197) 411,869
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, during the six-month periods ended June
30, 2023 and 2022, is presented in the following table:
1-1-2023 1-1-2022 Lease expense 6-30-2023 | 6-30-2022 ThUus$ ThUS$ Short-term leases 10,755 1,222 Low value assets 2,123 411 Variable leases not included in the measurement of lease liabilities 491,714 328,263 TOTAL 505,192 329,896
F-57
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:
Share of Investment value Accrued profit (loss) Accrued profit (loss) Currency 1-1-2023 1-1-2022 4-1-2023 4-1-2022 Associates Taxpayer ID No. | Functional | 6-30-2023 | 12-31-2022 | 6-30-2023 | 12-31-2022 | 6-30-2023 | 6-30-2022 | 6-30-2023 | 6-30-2022 % % ThUS$ ThUus$ ThUS$ ThUS$ ThUus$ ThUS$ Agua de la Falda S.A. 96.801.450-1 US$ 42.26% 42.26% 4,926 4,682 – – – – Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,809,896 | 2,827,106 (17,210) 64,500 (14,962) 33,045 Inca de Oro S.A. 73.063.022-5 US$ 33.85% 33.85% 12,465 12,506 (41) (60) (50) (44) Kairos Mining S.A. 76.781.030-K US$ 40.00% 40.00% 99 44 – – – – Minera Purén SCM 76.028.880-2 US$ 35.00% 35.00% 2,790 3,338 (548) (251) (263) (186) Planta Recuperadora de Metales SpA] 76.255.054-7 US$ 34.00% 34.00% 17,408 16,346 1,075 963 192 285 Sociedad Contractual Minera El Abra | 96.701.340-4 US$ 49.00% 49.00% 673,396 663,301 10,131 11,669 1,052 (814) TOTAL 3,520,980 | 3,527,323 (6,593) 76,821 (14,031) 32,286 a) Associates Agua de la Falda S.A.
As of June 30, 2023, 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, 2023, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper é. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of June 30, 2023, 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.
F-58
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.
June 30, 2023, Codelco holds a 33.85% ownership interest in this company (PanAust IDO Ltda. has 66.15%).
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%.
June 30, 2023, 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.
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
F-59 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 considering 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.
Furthermore, the resources not included in the mining plan (LOM) 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.
As of June 30, 2023, control on Anglo American Sur S.A. is held by Inversiones Anglo American Sur S.A. with 50.06%, while one of the companies that make up the non- controlling interest is Inversiones Mineras Becrux SpA., which is controlled by Codelco with 67.80% of the shares, and which exercises significant influence over Anglo American Sur S.A. with 29.5%.
As of December 31, 2022, the Corporation evaluated the value of its investment in the associate Anglo American Sur S.A., determining that the recoverable amount of this asset approximates its book value, which was at that date ThUS$2,827,106. The determination of the aforementioned recoverable amount is based on a valuation model that combines
F-60 a discounted cash flow methodology for the valuation of proven and probable reserves and multiples of comparable transactions for the valuation of resources, which is sensitive to certain key assumptions and market variables. A reasonably possible change of a 5 % decrease in copper price projections could represent an impairment of the investment in the associate of ThuS$181,632. A reasonably possible increase in the discount rate of
100 bps could generate an impairment of the investment in the associate of ThUS$132,618.
Changes in the tax and regulatory framework or in the operation of the asset could generate future additional decreases or increases in the recoverable amount of the investment.
As of June 30, 2023, there is no information that would change this conclusion.
Kairos S.A.
Until before November 26, 2012, the Corporation held a 40% stake in conjunction with Honeywell Chile S.A. who was the majority shareholder with 60% of the capital stock of Kairos Mining S.A.
On November 26, 2012, the Corporation sold part of its stake to Honeywell Chile SA, which implies that Codelco maintained a 5% interest as of December 31, 2012, while the remaining 95% was held Honeywell Chile S.A. The result of this pre-tax operation was ThUS$ 13.
On June 6, 2019, Codelco purchased 350 shares of Kairos Mining from Honeywell Chile S.A., increasing its participation from 5% to 40%.
June 30, 2023, 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 present the assets and liabilities as of June 30, 2023 and December 31,
2022 of investments in associates, as well as the main movements and their respective results during the six-month periods ended June 30, 2023 and 2022.
F-61
Assets and liabilities 6-30-2023 | 12-31-2022 ThUS$ ThUs$
Current assets 1,771,666 | 2,014,837 Non-current assets 6,189,851 | 6,048,672 Current liabilities 1,045,157 | 1,188,578 Non-current liabilities 2,207,452 | 2,146,339
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Profit (loss) 6-30-2023 | 6-30-2022 | 6-30-2023 | 6-30-2022
ThUs$ ThUS$ ThUS$ ThUs$
Revenue 1,634,924 | 1,691,124 678,328 902,630 Ordinary expenses (1,654,437)| (1,432,126) (717,490) (783,039) Profit for the period (19,513) 258,998 (39,162) 119,591
1-1-2023 1-1-2022 Movement Investmentin Associates| 6-30-2023 | 6-30-2022
ThUS$ ThUsS$ Opening balance 3,527,323 | 3,546,011 Contribution 245 257 Dividends (65,445) Netincome for the period (6,593) 76,821 Comprehensive income (35) 58 Other 40 55
Closing balance 3,520,980 | 3,557,757
The following tables detail the assets and liabilities of the significant associates as of June 30,
2023 and 2022, as well as the main movements and their respective results during the six- month periods ended June 30, 2023 and 2022:
Anglo American Sur S.A. oa 6-30-2023 12-31-2022 Assets and liabilities ThUS$ ThUS$ Current assets 948,000 1,230,826 Non-current assets 5,067,000 4,890,300 Current liabilities 910,690 1,035,447 Non-current liabilities 1,877,000 1,816,705
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Profit (loss) 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ MUS$ MUS$ Revenue 1,189,000 1,324,000 481,000 713,000 Ordinary expenses and other (1,230,664) | (1,092,192) (521,975) (593,977) Profit for the period (41,664) 231,808 (40,975) 119,023
F-62
Sociedad Contractual Minera El Abra
Assets and liabilities 6-30-2023 12-31-2022 ThUS$ ThUS$ Current assets 783,617 751,431 Non-current assets 1,005,499 1,027,238 Current liabilities 115,782 130,665 Non-current liabilities 299,056 294,330
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Profit (loss) 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$ Revenue 425,187 348,267 189,132 181,670 Ordinary expenses and other (404,511) (324,452) (186,984) (183,331) Profit for the period 20,676 23,815 2,148 (1,661) b) Additional information on unrealized profits (losses)
Codelco carries out copper purchase and sale operations with Sociedad Contractual Minera El Abra. As of June 30, 2023 and 2022, the value of finished products under the Inventories caption did not present balances for unrealized profit provision.
As of June 30, 2023 and December 31, 2022 the Corporation has unrealized gains on the purchase of LNG terminal use rights from Sociedad Contractual Minera El Abra. balance of ThUuS$ 3,185 and ThUS$ 3,920, respectively.
c) 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, 2023, was a loss of ThUS$ 12,291 ( June 30, 2022, profit of ThUS$ 68,383) 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$ 4,919 (June 30, 2022 loss of ThUS$ 3,883) and is being deducted from “Share of net income of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income.
F-63
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 6-30-2023 12-31-2022 ThUSs$ ThUSs$ Current assets 339,948 433,023 Non-current assets 3,436,474 3,448,081 Current liabilites 187,388 257,855 Non-current liabilities 535,826 547,319
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Profit (loss) 6-30-2023 6-30-2022 6-30-2023 6-30-2022 MUS$ MUS$ MUS$ MUS$ Income 743,110 810,173 312,557 375,961 Ordinary expenses and other (752,678) (739,099) (322,484) (336,322) Profit (Loss) (9,568) 71,074 (9,927) 39,639
11. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
6-30-2023 as : : e Atíair value . : o Total financial Classification in statement of financial position through profitor | Amortized cost Hedging derivatives loss assets Metal futures | Cross currency contracts swap ThUS$ ThUS$ ThUus$ ThUs$ ThUS$ Cash and cash equivalents 19,633 1,371,234 1,390,867 Trade and other current receivable 1,750,055 884,093 2,634,148 Non – current receivable 87,407 87,407 Currentreceivable from relates entities 21,465 21,465 Non – currentreceivable from related entities 224 224 Other current financial assets 13 8,541 8,554 Other non – current financial assets 5,579 154 160,600 166,333 TOTAL 1,769,688 2,370,015 8,695 160,600 4,308,998
As of December 31, 2022, the balance of the caption Other financial assets, current includes ThUS$ 1,315 invested in term deposit instruments with a maturity of more than 90 days.
F-64
12-31-2022
Atfair value . o Total financial
Classification in statement of financial position through profitor | Amortized cost Hedging derivatives assets loss Metal futures | Cross currency contracts swap ThUS$ ThUus$ ThUuS$ ThUS$ ThUS$
Cash and cash equivalents 26,806 999,921 1,026,727 Trade and other currentreceivable 2,422,067 964,718 3,386,785 Non – currentreceivable 88,906 88,906 Current receivable from relates entities 31,756 31,756 Non – current receivable from related entities 224 224 Other current financial assets 1,364 87 1,451 Other non – current financial assets 4,983 100,535 105,518 TOTAL 2,448,873 2,091,872 87 100,535 4,641,367
– – Fair value through profit or loss: As of June 30, 2023 and December 31, 2022, this category includes unfinished product sales invoices. 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.
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 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, 2023 and December 31, 2022 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:
F-65
6-30-2023 Items Current Non-current o | aemvatves | Po | erat | ThUus$ ThUS$ Thus$ ThUuS$ ThUus$ ThUus$ Loans from financial entities 15,807 – 15,807 1,464,548 – 1,464,548 Bond obligations 478,444 – 478,444 16,500,027 – 16,500,027 Hedging obligations – 12,109 12,109 – 123,786 123,786 Other financial liabilities – – – 64,891 – 64,891 Total 494,251 12,109 506,360 18,029,466 123,786 18,153,252
12-31-2022 Items Current Non-current os | aervatves | | erat | ThUus$ ThUS$ Thus$ ThUuS$ ThUus$ ThUus$ Loans from financial entities 8,545 – 8,545 970,160 – 970,160 Bond obligations 452,154 – 452,154 15,527,518 – 15,527,518 Hedging obligations – 9,738 9,738 – 127,786 127,786 Other financial liabilities – – – 63,659 – 63,659 Total 460,699 9,738 470,437 16,561,337 127,786 16,689,123
– Bond obligations:
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 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 (1) 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,October 8 and 22, 2019, and December 16, 2020 principal was paid in the amounts of ThUS$412,514, ThUS$314,219, ThUS$106,972, ThUS$3,820 and thUS$83,852 respectively. And (ii) the other tranche
F-66 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 and October 8 and 22,
2019principal in the amounts of ThUS$162,502, ThUS$228,674 and ThUS$270, ThUS$23,128 and ThUS$555 respectively, was paid. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThUS$131,000, reaching a total of ThUS$465,871 with an annual coupon of 4.50%. On December 16, 2020 and October 22, 2021, principal was amortized in the amount of ThUS$79,688 and ThUS$157,965 respectively, reaching a total of ThUS$228,218.
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 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 October 22, 2021, capital was amortized in the amount of THREUR$200,116, reaching a total of ThREUR$399,884.
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, capital was amortized in the amount of ThUS$392,499. On January 7, 2021, capital was amortized in the amount of ThUS$5,000. On October 22, 2021, principal was amortized in the amount of ThUS$273,867, reaching a total amount of ThuS$397,235.
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.
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$2,367 million.
F-67
Later, on August 1, 2017, the Corporation issued and placed bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$
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, 2020and January 7, 2021, principal was paid in the amount of thUS$ 227,154 and ThUS$5,000 respectively. The other portion contemplates a maturity date of August 1,
2047, corresponding to an amount of ThUS$ 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 ¡ts 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.
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.
On September 30, 2019, Codelco launched a tender offer for bonds maturing between 2020 and 2023, in which a repurchase amount of US$152 million was reached.
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 and October 22, 2021, a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUS$780,000, respectively, reaching a total amount of ThUS$2,680,000 with a coupon of 3.70% per annum. On October 22, 2021, together with the
F-68 aforementioned capital increase of ThUS$ 780.000 of the international bond maturing in 2050, a process of repurchase of bonds maturing in 2023 and 2025 in the amount of ThUS$431,832 and the repurchase of a Euro bond in the amount of MEUR$200,116 maturing in 2024 was concluded.
The effect recognized in income associated with this refinancing was a charge of US$23 million in after-tax income for the year 2021.
On November 7, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of HKD$ 500,000,000, whose maturity will be in a single installment on November 7, 2034, with a coupon of 2.84% annual and interest payment annually.
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$500 million) were used to refinance old debt. The average nominal rate of the refinanced funds decreased from 4.08% to 3.15%.
On February 2, 2023, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$ 900,000 whose maturity will be in a single installment on February 2, 2033, with a coupon of 5.125% per annum and interest paid every six months.
As of June 30, 2023 and 2022, 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-69
As of June 30, 2023, the details of loans from financial institutions and bond obligations are as follows:
6-30-2023 . . . . Current Non-current Taxpayer ID No. Country Loans from financial Institution Maturity Interest rate Currency Amount Type of Payment of : Nominal : Effective balance balance entities contracted amortization Interest interest rate | interest rate
ThUS$ ThUS$ Foreign Panama Bilateral Credit Banco Latinoamericano de Comercio 12-18-2026 Variable US$ 75,000,000 At Maturity Semestral 6.94% 7.17% 130 74,674 Foreign USA Bilateral Credit Export Dev. Canada 08-12-2027 Variable US$ 300,000,000 At Maturity Quarterly 6.48% 6.54% 2,702 299,426 Foreign USA Bilateral Credit Export Dev. Canada 10-25-2028 Variable US$ 300,000,000 At Maturity Quarterly 6.54% 6.72% 3,599 299,060 Foreign USA Bilateral Credit Export Dev. Canada 07-25-2029 Variable US$ 300,000,000 At Maturity Quarterly 6.52% 6.78% 3,424 297,487 Foreign USA Bilateral Credit Export Dev. Canada 01-31-2033 Variable US$ 500,000,000 At Maturity Quarterly 6.70% 7.01% 5,952 493,901 TOTAL 15,807 1,464,548
. . Current Non-current Bond obligations Country of Registration Maturity Interest rate Currency Amount Type of Payment of : Nominal : Effective balance balance contracted amortization Interest interest rate | interest rate
ThUS$ ThUS$
144-A REG.S Luxembourg 08-13-2023 Fixed US$ 750,000,000 | At Maturity Semi-annual 4.50% 4.37% 232,189 –
144-A REG.S Luxembourg 07-09-2024 Fixed EUR 600,000,000 | At Maturity Annual 2.25% 2.47% 9,600 435,309 BCODE-B Chile 04-01-2025 Fixed U.F. 6,900,000 | At Maturity Semi-annual 4,00% 3.24% 3,106 313,792
144-A REG.S Luxembourg 09-16-2025 Fixed US$ 2,000,000,000 | At Maturity Semi-annual 4.50% 4.74% 5,214 395,232 BCODE-C Chile 08-24-2026 Fixed U.F. 10,000,000 | At Maturity Semi-annual 2.50% 1.78% 3,946 458,081
144-A REG.S Luxembourg 08-01-2027 Fixed US$ 1,500,000,000| At Maturity Semi-annual 3.63% 4.18% 19,150 1,241,556 REG.S Luxembourg 08-23-2029 Fixed US$ 130,000,000 | At Maturity Semi-annual 2.87% 2.97% 1,325 129,237
144-A REG.S Luxembourg 09-30-2029 Fixed US$ 1,100,000,000| At Maturity Semi-annual 3.00% 3.14% 8,342 1,091,258
144-A REG.S Luxembourg 01-14-2030 Fixed US$ 1,000,000,000| At Maturity Semi-annual 3.15% 3.28% 14,613 992,208
144-A REG.S Luxembourg 01-15-2031 Fixed US$ 800,000,000 | At Maturity Semi-annual 3.75% 3.79% 13,833 797,688
144-A REG.S Luxembourg 02-02-2033 Fixed US$ 900,000,000 | At Maturity Semi-annual 5.13% 5.27% 19,091 890,455 REG.S Luxembourg 11-07-2034 Fixed HKD 500,000,000 | At Maturity Annual 2.84% 2.92% 1,171 63,319
144-A REG.S Luxembourg 09-21-2035 Fixed US$ 500,000,000 | At Maturity Semi-annual 5.63% 5.78% 7,813 493,315
144-A REG.S Luxembourg 10-24-2036 Fixed US$ 500,000,000 | At Maturity Semi-annual 6.15% 6.22% 5,723 497,003 REG.S Luxembourg 07-22-2039 Fixed AUD 70,000,000 | At Maturity Annual 3.58% 3.65% 1,572 46,228
144-A REG.S Luxembourg 07-17-2042 Fixed US$ 750,000,000 | At Maturity Semi-annual 4.25% 4.41% 14,521 735,081
144-A REG.S Luxembourg 10-18-2043 Fixed US$ 950,000,000 | At Maturity Semi-annual 5.63% 5.76% 10,836 934,834
144-A REG.S Luxembourg 11-04-2044 Fixed US$ 980,000,000 | At Maturity Semi-annual 4.88% 5.01% 7,564 962,872
144-A REG.S Luxembourg 08-01-2047 Fixed US$ 1,250,000,000| At Maturity Semi-annual 4.50% 4.73% 23,438 1,208,922
144 – REG.S Taiwán 05-18-2048 Fixed US$ 600,000,000 | At Maturity Semi-annual 4.85% 4,91% 3,476 594,831
144-A REG.S Luxembourg 02-05-2049 Fixed US$ 1,300,000,000| At Maturity Semi-annual 4.38% 4.97% 23,066 1,189,248
144-A REG.S Luxembourg 01-30-2050 Fixed US$ 2,680,000,000 | At Maturity Semi-annual 3.70% 3.92% 41,592 2,581,177
144-A REG.S Luxembourg 01-15-2051 Fixed US$ 500,000,000 | At Maturity Semi-annual 3.15% 3.75% 7,263 448,381 TOTAL 478,444 16,500,027
F-70
Nominal and effective interest rates presented above correspond to annual rates.
As of December 31, 2022, the details of loans from financial institutions and bond obligations are as follows:
12-31-2022 : . a Non-current Taxpayer ID No. Country Loans from financial Institution Maturity Interest rate Currency | Amount contracted | Type of amortization Payment of , Nominal , Effective Current balance balance entities Interest interest rate | interest rate
ThUS$ ThUS$ Foreign Panama Bilateral Credit Banco Latinoamericano de Comercio 12-18-2026 Variable US$ 75,000,000 At Maturity Semi-annual 6.38% 6.60% 133 74,629 Foreign USA Bilateral Credit Export Dev. Canada 08-12-2027 Variable US$ 300,000,000 At Maturity Quarterly 5.80% 5.85% 2,320 299,365 Foreign USA Bilateral Credit Export Dev. Canada 10-25-2028 Variable US$ 300,000,000 At Maturity Quarterly 5.57% 5.73% 3,111 298,900 Foreign USA Bilateral Credit Export Dev. Canada 07-25-2029 Variable US$ 300,000,000 At Maturity Quarterly 5.59% 5.83% 2,981 297,266 TOTAL 8,545 970,160
. s Non-current Bond obligations Country of Registration Maturity Interest rate Currency | Amount contracted | Type of amortization Payment of , Nominal , Effective Current balance balance Interest interest rate | interest rate
ThUS$ ThUS$
144-A REG.S Luxembourg 08-13-2023 Fixed US$ 750,000,000 At Maturity Semi-annual 4.50% 4.37% 232,331 –
144-A REG.S Luxembourg 07-09-2024 Fixed EUR 600,000,000 At Maturity Annual 2.25% 2.47% 4,600 426,391 BCODE-B Chile 04-01-2025 Fixed UF. 6,900,000 At Maturity Semi-annual 4.00% 3.24% 2,831 287,127
144-A REG.S Luxembourg 09-16-2025 Fixed US$ 2,000,000,000 At Maturity Semi-annual 4.50% 4.74% 5,214 394,811 BCODE-C Chile 08-24-2026 Fixed UF. 10,000,000 At Maturity Semi-annual 2.50% 1.78% 3,596 419,382
144-A REG.S Luxembourg 08-01-2027 Fixed US$ 1,500,000,000 At Maturity Semi-annual 3.63% 4.18% 19,150 1,238,644 REG.S Luxembourg 08-23-2029 Fixed US$ 130,000,000 At Maturity Semi-annual 2.87% 2.97% 1,326 129,182
144-A REG.S Luxembourg 09-30-2029 Fixed US$ 1,100,000,000 At Maturity Semi-annual 3.00% 3.14% 8,342 1,090,629
144-A REG.S Luxembourg 01-14-2030 Fixed US$ 1,000,000,000 At Maturity Semi-annual 3.15% 3.28% 14,613 991,678
144-A REG.S Luxembourg 01-15-2031 Fixed US$ 800,000,000 At Maturity Semi-annual 3.75% 3.79% 13,833 797,556 REG.S Luxembourg 11-07-2034 Fixed HKD 500,000,000 At Maturity Annual 2.84% 2.92% 274 63,587
144-A REG.S Luxembourg 09-21-2035 Fixed US$ 500,000,000 At Maturity Semi-annual 5.63% 5.78% 7,813 493,130
144-A REG.S Luxembourg 10-24-2036 Fixed US$ 500,000,000 At Maturity Semi-annual 6.15% 6.22% 5,723 496,932 REG.S Luxembourg 07-22-2039 Fixed AUD 70,000,000 At Maturity Annual 3.58% 3.65% 754 47,258
144-A REG.S Luxembourg 07-17-2042 Fixed US$ 750,000,000 At Maturity Semi-annual 4.25% 4.41% 14,521 734,833
144-A REG.S Luxembourg 10-18-2043 Fixed US$ 950,000,000 At Maturity Semi-annual 5.63% 5.76% 10,836 934,639
144-A REG.S Luxembourg 11-04-2044 Fixed US$ 980,000,000 At Maturity Semi-annual 4.88% 5.01% 7,564 962,650
144-A REG.S Luxembourg 08-01-2047 Fixed US$ 1,250,000,000 At Maturity Semi-annual 4.50% 4.73% 23,438 1,208,467
144 – REG.S Taiwán 05-18-2048 Fixed US$ 600,000,000 At Maturity Semi-annual 4.85% 4.91% 3,476 594,778
144-A REG.S Luxembourg 02-05-2049 Fixed US$ 1,300,000,000 At Maturity Semi-annual 4.38% 4.97% 23,066 1,188,182
144-A REG.S Luxembourg 01-30-2050 Fixed US$ 2,680,000,000 At Maturity Semi-annual 3.70% 3.92% 41,591 2,579,805
144-A REG.S Luxembourg 01-15-2051 Fixed US$ 500,000,000 At Maturity Semi-annual 3.15% 3.75% 7,262 447,857 TOTAL 452,154 15,527,518
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The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
6-30-2023 CURRENT NON-CURRENT Name Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- creditor currency effective nominal amortization 90 days 90 days current three years five years five years current
Banco Latinoamericano de Comercio US$ 7.17% 6.94% Semi-annual – 5,289 5,289 10,550 77,601 – 88,151
Export Dev. Canada US$ 6.54% 6.48% Quarterly 4,863 14,589 19,452 38,903 324,314 – 363,217
Export Dev Canada US$ 6.72% 6.54% Quarterly 4,963 14,998 19,961 39,814 39,868 309,981 389,663
Export Dev Canada US$ 6.78% 6.52% Quarterly 4,946 14,947 19,893 39,678 39,732 324,568 403,978
Export Dev Canada US$ 7.01% 6.70% Quarterly 8,462 25,573 34,035 67,884 67,977 593,457 729,318
BONO 144-A REG.S 2023 US$ 4,37% 4,50% Semi-annual 233,353 – 233,353
BONO 144-A REG.S 2025 US$ 4,74% 4,50% Semi-annual 8,938 8,938 17.876 424,048 – – 424,048
BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919) 1,336,785 | 1,428,704
BONO REG.S2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 135,595 150,513
BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000| 1,149,500) 1,281,500
BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000] 1,063,000) 1,189,000
BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 890,000| 1,010,000
BONO 144-A REG.S 2033 US$ 5.27% 5.13% Semi-annual 23,063 23,063 46,126 92,250 92,250) 1,130,625) 1315125
BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 710,938 823,438
BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 761,375 884,375
BONO 144-A REG.S 2042 US$ 4.41% 4,25% Semi-annual 15,938 15,938 31,876 63,750 63,750) 1,212,188] 1,339,688
BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875] 1,778,281] 1,992,031
BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550] 1,768,288] 1,959,388
BONO 144-A REG.S 2047 US$ 4,73% 4,50% Semi-annual 28,125 28,125 56,250 112,500 112,500) 2,346,875 2,571,875
BONO 144 REG.S 2048 US$ 4,91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200) 1,182,000) 1,298,400
BONO 144-A REG.S 2049 US$ 4,97% 4,38% Semi-annual 28,438 28,438 56,876 113,750 113,750) – 2,494,375] 2,721,875
BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320) 4,861,520| 5,258,160
BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 862,250 925,250
Total MUS$ 504,702 484,574 989,276| 1,899,700) 3,073,181] 23,574,816] 28,547,697
BONO BCODE-B 2025 UF. 3.24% 4,00% Semi-annual 138,000 138,000 276,000] 7,176,000 – | 7,176,000 BONO BCODE-C 2026 UF. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 496,913| – 10,124,228 -| 10,621,141 Total U.F. 262,228 262,228 524,456] 7,672913| 10,124,228 | 17,797,141
Subtotal MUS$ 11,805 11,805 23,610 345,423 455,777 – 801,200 | BONO 144-A REG.S 2024 [ eur | 247% | 225% Anual 8,997,390 -| 8,997,390] 408,881,390 – -| 08,881,390 Subtotal MUS$ 9,818 – 9,818 446,184 – . 446,184
| BONO REG.S 2039 | auvo | 3.65% | 3.58% Anual 2,506,000 J 2506000] sjo12o00| 5o12,000| 100,072,000| 110,096,000 Subtotal MUSS 1,670 – 1,670 3,340 3,340 66,680 73,360
| BONO REG.S 2034 | mo |] 2.92% | 2.840 Anual ] 14,200,000] 14,200,00| 28,438,004] 28,400,001 599,477,808| 656,816,712 Subtotal MUSS – 1,812 1,812 3,629 3,624 76,507 83,760
Total MUS$ 527,995 498,191| 1,026,186| 2,698,276] 3,535,922] 23,718,003] 29,952,201
Nominal and effective interest rates presented above correspond to annual rates.
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12-31-2022 CURRENT NON-CURRENT Creditor Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- name currency effective nominal amortization 90 days 90 days current three years five years five years current Banco Latinoamericano de Comercio US$ 6.60% 6.38% Semi-annual – 4,849 4,849 9,711 79,809 – 89,520 Export Dev. Canada US$ 5.85% 5.80% Quarterly 4,350 13,049 17,399 34,798 330,448 – 365,246 Export Dev. Canada US$ 5.73% 5.57% Quarterly 4,227 12,680 16,907 33,951 33,905 316,999 384,855 Export Dev. Canada US$ 5.83% 5.59% Quarterly – 8,476 8,476 34,045 33,999 338,098 406,142 BONO 144-A REG.S 2023 US$ 4.37% 4.50% Semi-annual 5,135 233,353 238,488 – – – – BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 8,938 8,938 17,876 432,986 – – 432,986 BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919 1,359,765 – 1,451,684 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 137,459 152,377 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,166,000 1,298,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,078,750 1,204,750 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 905,000 1,025,000 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 725,000 837,500 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 776,750 899,750 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,228,125 1,355,625 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875 1,805,000 2,018,750 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,792,175 1,983,275 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,375,000 2,600,000 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,196,550 1,312,950 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,522,813 2,750,313 BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 4,911,100 5,307,740 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 870,125 933,125 Total MUS$ 238,764 658,522 897,286 1,732,064 2,932,580 22,144,944 26,809,588 BONO BCODE-B 2025 U.F. 3.24% 4.00% Semi-annual 138,000 138,000 276,000 7,314,000 – – 7,314,000 BONO BCODE-C 2026 U.F. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 496,913 10,248,457 – 10,745,370 Total U.F. 262,228 262,228 524,456 7,810,913 10,248,457 – 18,059,370 Subtotal MUS$ 10,758 10,758 21,516 320,436 420,435 – 740,871 | BONO 144-A REG.S 2024 [| EUR | 247% | 225% Anual -] 8so7soo] 897300] 8,997,390] 399,884,000 -| 408,881,390 Subtotal MUS$ – 9,629 9,629 9,629 427,960 – 437,589 | BONO REG.S 2039 | auD | 365% | 358% Anual -[ 2506000] 2,506o00| 5012000 501200 100,072,000| 110,096,000 Subtotal MUS$ – 1,707 1,707 3,414 3,414 68,170 74,998 | BONO REG.S 2034 | Ho | 292% | 284% Anual -| 14,200,000] 14,200,000] 28,438,904| 28,400,000| 599,477,808| 656,316,712 Subtotal MUS$ – 1,820 1,820 3,646 3,641 76,855 84,142 Total MUS$ 249,522 682,436 931,958 2,069,189 3,788,030 22,289,969 28,147,188
Nominal and effective interest rates presented above correspond to annual rates.
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The following table details the changes in CODELCO’s liabilities classified as financing activities in the statement of cash flows, including changes in cash and non-cash changes during the six-month periods ended June 30, 2023 and year ended December 31, 2022:
Changes that do not represent cash flow
Financial
Debt expense
Opening balance at Cash flows of financing activities costs Exchange Fair value deferred in Other Closing balance Liabilities for 1-1-2023 (m) difference adjustment amortized cost at 06-30-2023 financing activities From Used Total ThUS$ ThUus$ Thus$ Thus$ ThUus$ ThUs$ Thuss$ ThUS$ Thus$ Thuss$
Loans from financial entities 978,705 500,000 (37,530) 462,470 43,726 – (5,611) 1,065 1,480,355 Bond obligations 15,979,672 900,000 (322,343) 577,657 348,765 74,575 – – (2,198) 16,978,471 Hedging obligaions 133,999 (1,425) (1,425) 7,233 (7,073) 3,923 (861) 135,796 Dividends paid – – – – Financial assets for hedge derivatives (100,535) – – (67,502) 7,437 (160,600) Leases 411,869 (35,853) (35,853) 16,162 21,520 30,158 443,856 Other 63,659 (10,623) (10,623) – – – – 11,855 64,891 Total liabilities on financing activities 17,467,369 1,400,000 (407,774) 992,226 415,886 21,520 11,360 (5,611) 40,019 18,942,769
Changes that do not represent cash flow
Financial
Debt expense
Liabilities for Opening balance at a : ies Exchange Fair value ; Closing balance financing activities , 11202 Cash flows of financing activities o ditleranos adjustment a other la 12-31-2022 From Used Total ThUS$ ThUus$ ThuSs$ ThUS$ ThUus$ ThUs$ ThUuss$ ThUS$ Thus$ ThUuss$ Loans from financial entities 987,419 (39,565) (39,565) 30,069 – 754 28 978,705 Bond obligations 16,254,081 (985,946) (985,946) 658,553 45,740 – 7,244 15,979,672 Hedging obligatons 186,320 (24,457) (24,457) 18,032 27,506 (40,238) (33,164) 133,999 Dividends paid – (259,900) (259,900) – – – – Financial assets for hedge derivatives (33,174) – – (73,246) (33,425) 39,310 (100,535) Leases 352,127 (141,780) (141,780) 25,036 13,175 – 163,311 411,869 Other 50,943 (52,619) (52,619) – – 65,335 63,659 Total liabilities on financing activities 17,797,716 (1,504,267)| (1,504,267) 731,690 13,175 (73,663) 754 242,064 17,467,369
(1) The finance costs consider the capitalization of interest, which, as of June 30, 2023 and
2022, amounted to ThUS$ 106,726 and ThUS$ 137,561 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.
Regarding financial liabilities, the following table shows a comparison as of June 30, 2023 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 | Book value | Fair value As of June 30, 2023 . for valuation ThUS$ ThUS$ Financial liabilities: Bond obligations Amortized cost 16,978,471 | 15,548,886
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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, 2023:
Financial assets and liabilities at fair value 6-30-2023 classified by hierarchy Level 1 Level 2 Level 3 Total ThUS$ ThUS$ ThUS$ ThUS$ Financial assets: Hybrid contracts with non-finalized price 1,750,055 1,750,055 Cross currency swap – 160,600 160,600 Mutual funds shares 19,633 19,633 Metal futures contracts 8,695 8,695 Financial liabilities: Metal futures contracts 99 – 99 Cross currency swap 135,796 135,796
There were no transfers between the different levels of market hierarchy for the reporting period.
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15. Trade and other accounts payable a. Details of trade accounts payable, sundry accounts payable and other current accounts payable are shown in the following table:
Current Liabilities Item 6-30-2023 12-31-2022 ThUS$ ThUS$ Trade creditors 1,413,267 1,554,222 Payables to employees 21,364 20,925 Withholdings 107,475 94,742 Withholding taxes 19,826 18,985 Other accounts payable 78,108 90,664 Total 1,640,040 1,779,538
Trade creditors mainly include operating accounts payable, and obligations associated with investment projects. b. The following is a schedule of maturities of payments to trade creditors as of June 30,
2023, and December 31, 2022:
As of June 30, 2023 Amounts according to payment terms o Up to 30 Average Creditors with current due date days 31 – 60 61 – 90 91 – 120 121-365 [366 and over Total payment period Goods 376,827 302 126 – 127 230 377,612 13.8 Services 704,713 7,606 188 – – – 712,507 18.9 Other 284,451 116 15 – – – 284,582 15.4 Total 1,365,991 8,024 329 – 127 230 | 1,374,701 48.1 As of June 30, 2023 Amounts according to payment terms Up to 30 Average Suppliers with overdue payments days 31 – 60 61 – 90 91 – 120 121-365 [366 and over Total payment period Goods 672 405 392 372 528 5,267 7,636 512.8 Services 5,557 2,446 728 1,807 1,227 2,330 14,095 259.0 Other 8,475 174 898 266 101 6,922 16,836 477.7 Total 14,704 3,025 2,018 2,445 1,856 14,519 38,567 1,249.5 As of December 31, 2022 Amounts according to payment terms Up to 30 Average Creditors with current due date days 31 – 60 61 – 90 91 – 120 121-365 [366 and over Total payment period Goods 690,136 216 87 – – – 690,439 15.2 Services 628,575 7,106 131 – – – 635,812 16.6 Other 190,525 1,201 13 – – – 191,739 11.7 Total 1,509,236 8,523 231 – – – | 1,517,990 16.5 As of December 31, 2022 Amounts according to payment terms Up to 30 Average Suppliers with overdue payments days 31 – 60 61 – 90 91 – 120 121-365 [366 and over Total payment period Goods 16,642 509 1,104 712 776 260 20,003 527.3 Services 3,830 2,410 1,230 377 1,524 406 9,777 353.1 Other 218 266 255 253 117 5,343 6,452 480.1 Total 20,690 3,185 2,589 1,342 2,417 6,009 36,232 351.2
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16. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows:
Other provisions Current Non-current
6-30-2023 12-31-2022 6-30-2023 12-31-2022 ThUS$ ThUs$ ThUS$ ThUS$ Sales-related provisions (1) 48,768 17,554 – – Operating (2) 446,516 575,525 – – Law No. 13196 95,978 129,582 – – Other provisions 34,829 39,004 637 604 Closure, decommissioning and restoration (3) – – 2,610,117 2,611,117 Legal proceedings – – 75,841 68,007 Total 626,091 761,665 2,686,595 2,679,728
(1) Corresponds to sales-related accruals, which includes charges for freight, loading, and unloading that were not invoiced at the end of the year. (2) Corresponds to provisions made for customs duties, freight for acquisitions and electricity, among others.
(3) Corresponds to provisions for future closure costs related mainly to tailings dams, mine site closures and other assets. This cost value is calculated at discounted present value, using flows associated with plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine “LOM” of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated with the liability being determined, except those included in the cash flows.
Below is a table with the discount rates used:
Division 6-30-2023 12-31-2022 Local Currency | Dollar Currency | Local Currency | Dollar Currency Rate Rate Rate Rate Gabriela Mistral 2,12% 2.89% 1.65% 2.83% Andina 1.90% 2.98% 1.65% 2.87% Ministro Hales 1.73% 2.59% 1.65% 2.87% Chuquicamata 1.82% 2.72% 1.66% 2.78% Radomiro Tomic 1.84% 2.11% 1.66% 2.16% Salvador 1.79% 2.68% 1.66% 2.76% Teniente 1.73% 2.59% 1.66% 2.69% Fundición Ventanas 1.73% 2.59% 1.66% 2.69%
The Corporation determines and recognizes this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
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Changes in Other provisions, were as follows:
1-1-2023 1-1-2022
6-30-2023 12-31-2022 Movements Othe r Provision for : : Othe t Provision for site . .
Provisions, . Contingencies Total Provisions, Contingencies Total non-current site closure non-current closure ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 604 2,611,117 68,007 2,679,728 496 2,407,814 49,275 2,457,585 Closing provision adjustment (172,266) – (172,266) – 15,310 – 15,310 Financial expenses 28,885 – 28,885 47,964 – 47,964 Payment of liabilities – – (4,406) (4,406) – – (7,024) (7,024) Exchange rate difference 8 146,467 4,961 151,436 (1) 144,921 6,331 151,251 Other increases (decreases) 25 (4,086) 7,279 3,218 109 (4,892) 19,425 14,642 Closing balance 637 2,610,117 75,841 2,686,595 604 2,611,117 68,007 2,679,728
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. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs. Both benefits operate within the regulatory framework set forth in the collective bargaining or other agreements between 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.
During the six-month periods ended June 30, 2023 and 2022, there were no relevant modifications to the post-employment benefit plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
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Assumptions 6-30-2023 12-31-2022 Retirement Retirement Health plan Health plan plan plan
Annual nominal discount rate 5.33% 5.33% 5.33% 5.33% Voluntary Annual Turnover Rate for Retirement (Men) 5.10% 5.10% 5.10% 5.10% Voluntary Annual Turnover Rate for Retirement (Women)| 6.00% 6.00% 6.00% 6.00% Salary Increase (real annual average) 4.64% 4.64% 4.64% 4.64% Future rate of long-term inflation 3.60% 3.60% 3.60% 3.60% Expected inflation health care rate – 6.40% – 6.40% Mortality tables used for projections CB14-RV14 | CB14-RV14 | CB14-RV14 | CB14-RV14 Average duration of future cash flows (years) 8.50 15.29 8.50 15.40 Expected Retirement Age (Men) 60 60 60 60 Expected Retirement Age (Women) 58 58 58 58
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The projected annual inflation corresponds to an awareness above the long- term target publicly declared by the Central Bank of Chile and is derived from the market expectation as of December 31, 2022. The rotation rates have been determined after reviewing the Corporation’s own experience by studying the cumulative behavior of outflows over the last three years with respect to the current allocations. 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 financial duration of the liabilities corresponds to the average maturity of the payment flows of the respective defined benefits.
b. The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows:
Employee benefits provisions Current Non-current
6-30-2023 | 12-31-2022 | 6-30-2023 | 12-31-2022 ThUS$ ThUS$ ThUS$ ThUS$ Employees’ collective bargaining agreements 120,222 196,256 – – Severance indemnities 30,919 29,047 600,029 562,126 Bonus 39,318 60,758 Vacation 180,362 175,957 Medical care programs (1) 404 383 498,961 463,883 Retirement plans (2) 38,452 64,654 8,342 7,703 Other 16,201 17,234 7,574 7,405 Total 425,878 544,289 | 1,114,906 | 1,041,117
(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.
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The reconciliation of the balances of the provisions for post-employment benefits is presented below:
1-1-2023 1-1-2022
6-30-2023 12-31-2022 Movements Retirement Retirement Health plan Health plan plan plan ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 591,173 464,266 551,491 389,055 Senice cost 44,175 7,875 112,489 15,258 Finance cost 5,097 4,203 13,242 9,645 Paid contributions (48,701) (27,657) (30,720) (49,045) Actuarial (gains) losses (78) 8,038 (52,992) 61,862 Subtotal 591,666 456,725 593,510 426,775 (Gains) Losses on foreign exchange rate 39,282 42,640 (2,337) 37,491 Closing balance 630,948 499,365 591,173 464,266
The balance of the defined benefit liability as of June 30, 2023, comprises a portion of TRUS$
30,919 and ThUS$ 404 for the severance indemnity and the medical care plan, respectively.
As of June 30, 2024, a balance of ThUS$ 683,477 has been projected for the provision for severance indemnities and ThUS$ 494,251 for health benefits The flows of compensation payments during the next twelve months reach an expected monthly average of ThUS$ 2,577 for severance indemnities and ThUS$ 34 for health benefit plans.
The technical revaluation of the liability (actuarial gainloss defined under |AS19) for severance indemnities and health plan benefits as of June 30, 2023 has been performed with a charge to equity, which is broken down into an actuarial gain of ThUS$ 78 for severance indemnities and actuarial loss of TRUS$ 8,038, for the health plans.
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 or increase on the book balance of these provisions:
Severance benefits for years of service Low Medium High Reduction | Increase Financial effect on interest rates 5.08% 5.33% 5.58% 1.15% -1,11% Financial effect on the real increase in income 4,39% 4.64% 4,89% -1.00% 1.03% Demographic effect of job rotations 4.69% 5.19% 5.69% 3.04% -0.77% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile | 25.00% -0.08% 0.08%
Health benefits and other Low Medium High Reduction | Increase Financial effect on interest rates 5.08% 5.33% 5.58% 3.03% -2,76% Financial effect on health inflation 5.90% 6.40% 6.90% -2.39% 2.50% Demographic effect, planned retirement age 58 56 60 58 6260 4.05% -3.97% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile | 25.00% 9.68% -6.55%
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18. c) Provisions for early retirement plans and termination bonuses
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.
As of June 30, 2023 and as of December 31, 2022, there is a current balance for early retirement and conflict termination bonuses of which ThUS$38,452 and ThUS$64,654 respectively. Related non-current balances amount to ThUS$8,342 and ThUS$7,703, respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of June 30, 2023 and as of December 31, 2022. d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Expense by Nature of Employee Benefits 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUs$ ThUs$ ThUus$ Benefits – Short term 815,654 712,404 414,827 360,337 Benefits – Post employment 7,875 6,521 5,804 7,559 Early retirement plans and conflict termination bonuses 21,485 5,951 9,910 4,343 Benefits for years of service 44,175 55,039 17,788 31,886 Total 889,189 779,915 448,329 404,125 Equity
The Corporation’s total equity as of June 30, 2023 is ThUS$ 11,520,933 (ThUS$ 11,654,565 as of December 31, 2022 and ThUS$ 11,825,066 as of June 30, 2022.)
In accordance with article 6 of Decree Law No. 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.
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On June 22, 2022, the Ministry of Finance agreed with the Corporation to a four-year average reinvestment plan of 30% of profits between 2021 and 2024, which will significantly contribute to the financing of Codelco’s investment plan, while considerably reducing its debt requirements. Consistent with the above, on the same date the Ministry of Finance issued exempt decree No. 194 authorizing the Corporation to allocate up to ThUS$582,750 of the net income from the balance sheet for the year 2021. In accordance with the provisions of exempt decree No. 4 of January 2023, these resources will be paid against the profits of 2022 and
2023, prior to the absorption of the excess of anticipated dividends of previous years and the interim dividends of 2022.
As of December 31, 2022, a capitalization and reserve fund has been created amounting to ThUS$345,589. This balance is maintained as of June 30, 2023.
As of June 30, 2023, the Corporation has a balance in favor of advance dividends paid in prior years in excess of distributable earnings of ThUS$509,843. As of June 30, 2023 and December 31, 2022, there are no dividends payable.
In the months of May and June 2022, dividends totaling ThUS$ 259,900 have been paid.
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$ 314 and a profit of TRUS$ 93 during the six-month periods ended June 30,
2023 and 2022, respectively.
Other reserves
Details of other equity reserves are shown in the following table, according to the dates indicated for each case.
Other reserves 6-30-2023 | 12-31-2022 ThUS$ ThUS$ Reserve on exchange differences on translation (1,380) (7,030) Reserve of cash flow hedges 4,067 3,831 Capitalization fund and reserves 5,307,983 5,307,983 Actuarial results reserve in defined benefit plans (264,829) (262,465) Fixed assetrevaluation reserve Law 18110 year 1982 624,567 624,567 Other reserves (7,793) (7,460) Total other reserves 5,662,615 5,659,426
F-82 b) 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 Equity Profit
6-30-2023 12-31-2022 6-30-2023 | 12-31-2022 | 1-1-2023 1-1-2022 4-1-2023 4-1-2022 % % 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$ MUS$ MUS$ Inversiones Gacrux SpA 32.20% 32.20% 909,347 914,073 (4,726) 21,985 (4,390) 11,247 Other 25 10 15 (11) 6 (10) Total 909,372 914,083 (4,711) 21,974 (4,384) 11,237
The percentage of non-controlling interest in Inversiones Mineras Becrux SpA (formerly Inversiones Mineras Acrux SpA) generates a non-controlling interest in the subsidiary Inversiones Gacrux SpA, which presents the following figures relating to its statement of financial position, statement of income and cash flows:
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Assets and liabilities 6-30-2023 12-31-2022 ThUS$ ThUS$ Current assets 90,646 159,164 Non-current assets 2,809,907 2,827,107 Current liabilities 69,503 139,792 Non-current liabilities 222,065 220,162 Profit (loss) 1-1-2023 1-1-2022 4-1-2023 4-1-2022
6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$ Income 303,710 466,930 126,371 216,029 Ordinary expenses and other (321,043) (401,263) (141,480) (184,332) (Loss) gain for the period (17,333) 65,667 (15,109) 31,697 Cash flows 1-1-2023 1-1-2022
6-30-2023 6-30-2022 ThUS$ ThUS$ Net cash flows from (used in) operating activities 3,844 95,613 Net cash flows from (used in) investing activities 1,576 141 Net cash flows from (used in) financing activities (1,000) (101,809)
19, Revenue
Revenues from ordinary activities during the six and three-month periods ended June 30, 2023
and 2022, were as follows:
Item 1-1-2023 1-1-2022 4-1-2023 4-1-2022
6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 6,565,564 7,137,665 2,827,662 2,928,789 Revenue from sales of third-party copper 886,866 778,502 377,932 348,373 Revenue from sales of molybdenum 513,905 402,591 221,755 267,030 Revenue from sales of other products 322,023 373,432 201,996 192,898 Profit (loss) in futures market 624 (1,250) 1,881 (3,320) Total 8,288,982 8,690,940 3,631,226 3,733,770
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.24 Operating Segments.
20. Expenses by nature
Expenses by nature during the six and three-month periods ended June 30, 2023 and 2022,
were as follows:
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Item 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUus$ ThUS$ ThUS$ Short-term benefits to employees (815,654) (712,404) (414,827) (360,337) Depreciation (1) (1,065,491) (1,114,863) (529,523) (571,112) Amortization (125) (168) (63) (84) Raw Materials (1,251,529) (1,151,138) (578,594) (567,157) Materials, consumables and others (3,918,275) (3,062,348) (1,902,107) (1,543,107) Total (7,051,074)| – (6,040,921)| (3,425,114)| (3,041,797)
(1) Depreciation includes the expense of Property, plant and equipment and right-of-use assets (see note 7b and note 8.1).
21. Asset impairment
As indicated in note 29 letter b) point x), the corporation made progressed in cease operation ofthe Ventanas Smelter, which as of December 31, 2021 was part, together with the Ventanas Refinery, of a single cash-generating unit called the Ventanas Division. The Corporation is evaluating the assets of both operations separately, leading to the definition that the Ventanas Smelter and Ventanas Refinery are, as of December 31, 2022, separate cash-generating units under lAS 36.
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22. As of December 31, 2022, the Corporation performed a calculation of the recoverable amount of its Ventanas Smelter cash-generating unit, for purposes of testing the assets associated with the cash-generating unit for impairment. Since such recoverable amount is zero, when compared to the carrying amount of the cash-generating units assets of ThuS$89,410, an impairment was determined for such amount, which was recorded in Other expenses in the statements of comprehensive income for the year 2022.
The recoverable amount determined corresponds to the value in use using a discount rate of
7.28% per year before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of rhenium, exchange rates and discount rates.
Also, as of December 31, 2022, the Corporation calculated the recoverable amount of its cash- generating unit related to the Ventanas refinery in order to test the assets associated with such cash-generating unit for impairment. The result of this calculation led to the conclusion that the recoverable amount is higher than the carrying amount of the cash-generating unit’s assets and, therefore, there is no impairment loss.
As of June 30, 2023 and 2022, there are no indications of additional impairments or reversals of impairment for other cash-generating units or associates.
Other income and expenses
Other income and expenses by function for during the six and three-month periods ended June 30, 2023 and 2022, is detailed below:
a. Other income
Item 1-1-2023 1-1-2022 4-1-2023 4-1-2022
6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$ Penalties to suppliers 3,254 3,133 1,445 2,058 Delegated Administration 2,409 2,065 1,123 944 Miscellaneous sales (net) 5,002 12,604 795 9,505 Insurance compensation for accidents 35,019 – 35,019 Other miscellaneous income 7,606 13,141 6,053 7,614 Total 53,290 30,943 44,435 20,121
F-85 b. Other expenses
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Item 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$ Law No. 13196 (642,150) (704,683) (298,996) (340,006) Research expenses (1) (76,592) (44,826) (46,120) (22,861) Bonus for the end of collective bargaining (2) (2,498) (24,876) (2,498) 434 Expense plan (see to note 17 letter c.) (21,485) (5,951) (9,910) (4,343) Write-of of investment projects (74) (110) (74) (58) Loss on disposal of fixed assets (7,736) (5,369) (5,564) (1,405) Health plans (see to note 17 letter a.) (7,875) (6,521) (5,804) (7,559) Compensation agreement framework agreement (3) (2,293) (2,293) Adjustment of inventory (370) (1,418) (197) (160) Material obsolescence (14,501) (15,432) (9,010) (9,360) Bad debts customers (658) (221) Contingency expenses (8,081) (20,040) (8,081) (630) Fixed indirect costs, low production level (4) (155,794) (44,182) (82,878) (29,713) Adjustment severance indemnities (3) (14,792) (30,976) (5,789) (20,051) Other expenses (16,786) (20,904) (8,344) (8,051) Total (971,027) (925,946) (485,558) (443,984)
Study expenses include exploration expenses (see note 7 letter f), pre- investment studies and research and technological innovation expenses. with the portion earned by employees in prior years.
Corresponds to disbursements for the closing of a collective bargaining process, which do not establish a permanence condition.
Corresponds to the restatement of severance indemnities liabilities associated (4) Break down .by division for this concept is as follows:
1-1-2023 1-1-2022 4-1-2023 4-1-2022 División 6-30-2023 6-30-2022 6-30-2023 6-30-2022
ThUS$ ThUS$ ThUS$ ThUS$ Andina (6,486) (6,486) – Chuquicamata (53,595) (21,240) (13,197) (6,771) Ventanas (4,639) (8,281) (4,639) (8,281) Ministro Hales (10,457) – (10,457) – Salvador (69,227) (14,661) (36,709) (14,661) Teniente (11,390) – (11,390) – Total fixed indirect costs, low production level (155,794) (44,182) (82,878) (29,713)
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Cc. LawNo. 13196
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%.
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 No. 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$240,168 (contribution for December 2019, January and February 2020), before March 31, 2020. Subsequently and from the month of April 2020, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
23. Finance costs
Finance costs during the six and three-month periods ended June 30, 2023 and 2022, are detailed in the following table:
Item 1-1-2023 1-1-2022 4-1-2023 4-1-2022
6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUS$ ThUS$
Bond interest (268,791) (212,788) (134,198) (104,920) Bank loan interest (30,046) (5,645) (16,500) (4,479) Restatement of severance indemnity provision (5,097) (7,498) (2,569) (3,639) Restatement of other non-current provisions (32,017) (28,260) (16,247) (13,892) Other (47,051) (31,268) (24,375) (14,227) Total (383,002) (285,459) (193,889) (141,157)
F-87
24. Operating segments
In section Il “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 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, Il Region de Antofagasta. Chile
Products: electro refined and electrowon cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997
Location: Calama, Il Region de Antofagasta. Chile
Products: electrowon copper cathodes and copper concentrate
Ministro Hales
Types of mine sites: Open pit mines
Operating: since 2014
Location: Calama, Il Region de Antofagasta. Chile.
Products: Calcined copper, copper concentrates
Gabriela Mistral
Types of mine sites: Open pit mines
Operating: since 2008
Location: Calama, Il Region de Antofagasta. Chile Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mines: Underground and open pit mines
Operating: since 1926
Location: Salvador, IIl Region de Atacama. Chile.
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
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Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes, V Region de Valparaíso. Chile.
Product: Copper concentrate
El Teniente
Type of mines: Underground mine
Operating: since 1905.
Location: Rancagua, VI Region del Libertador General Bernardo O’Higgins. Chile.
Products: copper concentrate 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 e Theallocation to the Divisions is made in proportion to the ordinary income of each of them.
Other income by function e Other income by function, associated and identified with each Division, is directly allocated. e Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division.
e Theremaining other income is allocated in proportion to the aggregate of balances of other income and finance income of each Division.
Distribution costs e Expenses associated and identified with each Division are directly allocated.
e Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative expenses e Expenses associated and identified with each Division are directly allocated. e 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.
e Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to inventory balances in warehouse in each Division.
e The remaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
F-89
Other expenses, by function e Other expenses associated and identified with each Division are directly allocated. e Expenses for pre-investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other Gains e Other gains associated and identified with each Division are directly allocated. e Other gains of subsidiaries are allocated in proportion to the revenues of each Division
Finance Income e Finance income associated and identified with each Division is directly allocated. e Finance income of subsidiaries is allocated in proportion to the revenues of each Division. e Theremaining finance income is allocated in relation to the operating cash outflows of each Division.
Finance Costs e Finance costs associated and identified with each Division are directly allocated. e 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 e The share in the profits or losses of associates and joint ventures identified with each particular Division is allocated on a straight-line basis.
Foreign exchange differences e Foreign exchange differences identifiable with each Division are directly allocated. e Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division.
e 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 e 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.
Tax income benefit (expense) e 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.
e Other tax expenses are allocated in proportion to the corporate income tax, specific mining tax and tax under D.L. 2398 of each Division
F-90 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.
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-91
From 01-01-2023 to 06-30-2023
Segments Chuquicamata] R.Tomic | Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Total Other Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 1,882,439 | 1,243,252 439,146 674,340 | 1,441,266 91,684 429,535 363,902 | 6,565,564 -| 6,565,564 Revenue from sales of third-party copper (79) – 14 – – 57,988 – – 57,923 828,943 886,866 Revenue from sales of molyodenum 226,280 60,631 – 45,464 160,586 – – – 492,961 20,944 513,905 Revenue from sales of other products 93,260 76,780 2,960 54,519 62,716 – 28,746 318,981 3,042 322,023 Revenue from future market (751) (205) 1,306 (241) 904 (14) (419) 44 624 – 624 Revenue between segments 25,132 14,013 1,927 – 56,309 – 5,459 102,840 (102,840) – Revenue 2,226,281 | 1,303,678 531,259 724,450 | 1,657,275 268,683 429,116 398,151 | 7,538,893 750,089 | 8,288,982 Costof sales of own copper (1,662,894)| (945,008) (496,674) (584,255)| (819,774) (99,821)| (404,290)| (471,606)| (5,484,322) 1,278 | (5,483,044) Costof sales of third-party copper (1) – – – – (62,687) – – (62,688) (814,254) (876,942) Costof sales of molyodenum (51,958) (22,434) – (17,312) (27,974) – – – (119,678) (6,902) (126,580) Costof sales of other products (93,477) (82,997) (293) (32,156) (64,960) – (1,431)| (275,314) (3,027)| (278,341) Cost of sales between segments (42,753) 18,992 (30,957) 6,045 6,601 (56,451) (1,821) (2,496)| (102,840) 102,840 – Cost of sales (1,851,083)| (948,450)| (610,628) (595,815)| (873,303) (283,919) (406,111)| (475,533) (6,044,842)| (720,065)| (6,764,907) Gross profit (loss) 375,198 355,228 (79,369) 128,635 783,972 (15,236) 23,005 (77,382) 1,494,051 30,024 | 1,524,075 Other income, byfunction 1,070 411 2,990 2,064 1,821 (480) (62) 36,734 44,548 8,742 53,290 Distribution costs (5,986) (807) (5,928) (1,176) (493) (958) (130) (389) (15,867) (1,579) (17,446) Administrative expenses (28,381) (16,824) (10,534) (15,843) (37,747) (4,895) (15,388) (13,652) (143,264)| (125,457)| (268,721) Other expenses, by function (81,461) (15,688) (86,544) (18,743) (42,839) (6,616) (3,586) (17,502) (272,979) (55,898)| (328,877) Law No. 13196 (198,035)| (110,248) (46,457 (72,878)| (126,718 (12,574 (42,213) (33,027) (642,150) – (642,150) Other gains (losses) – – – – – – – – – 14,506 14,506 Finance income 748 73 47 (55) 868 7 30 145 1,863 45,202 47,065 Financial costs (136,956) (18,122) (5,438) (58,617)| (125,311) (3,811) (11,418) (20,326)| (379,999) (3,003)| (383,002) Impairment loss under IFRS 9 – – – – – – – 1,627 1,627 Share in the profit (loss) of associates and joint ventures
: : – – – – – – – (6,593) (6,593) accounted for using the equity method Exchange gains (losses) in foreign currencies (39,379) (20,006) (21,617) (83,047) (85,706) (12,066) (13,642) (13,454) (288,917) (20,461) (309,378) Profit (loss) before tax (113,182) 174,017 (252,850)| (119,660) 367,847 (56,629) (63,404)| (138,853)| (202,714)] (112,890)| (315,604) Income tax expense 71,156 (118,013) 168,955 76,465 (253,409) 37,468 42,156 96,448 121,226 54,070 175,296 Profit (loss) (42,026) 56,004 (83,895) (43,195) 114,438 (19,161) (21,248) (42,405) (81,488) (58,820)| (140,308)
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From 1-1-2022 to 6-30-2022 . . . . . Total Total Segments Chuquicamata | R.Tomic Salvador Andina El Teniente | Ventanas G. Mistral M. Hales Other . segments Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Revenue from sales of own copper 2,032,653 1,224,600 329,031 748,465 1,713,924 7,584 535,222 546,186 7,137,665 – 7,137,665 Revenue from sales of third-party copper 1,110 – 16,419 – 14,262 – 31,791 746,711 778,502 Revenue from sales of molyhddenum 204,605 22,290 8,524 34,947 120,580 – – 390,946 11,645 402,591 Revenue from sales of other products 106,411 – 47,090 2,950 64,393 112,213 3,764 35,460 372,281 1,151 373,432 Revenue from future market (6) 313 558 96 (1,699) (458) 136 (190) (1,250) – (1,250) Revenue between segments 29,091 – 8,064 509 – 57,320 – 94,984 (94,984) – Revenue 2,373,864 1,247,203 409,686 786,967 1,897,198 190,921 539,122 581,456 8,026,417 664,523 8,690,940 Cost of sales of own copper (1,611,599) (761,364) (362,515) (456,991) (764,381) (8,441) (404,794) (283,056)| (4,653,141) 5,025 (4,648,116) Cost of sales of third-party copper (1,385) – (21,412) – – (15,257) – (38,054) (744,096) (782,150) Cost of sales of molybdenum (34,614) (10,430) (2,714) (13,622) (21,774) – – (83,154) 470 (82,684) Cost of sales of other products (99,542) – (38,232) (398) (26,916) (101,646) (4,010) (2,879) (273,623) (983) (274,606) Cost of sales between segments (43,241) 993 (11,930) 5,270 2,318 (58,121) (914) 10,641 (94,984) 94,984 – Cost of sales (1,790,381) (770,801) (436,803) (465,741) (810,753) (183,465) (409,718) (275,294) (5,142,956) (644,600) (5,787,556) Gross profit (loss) 583,483 476,402 (27,117) 321,226 1,086,445 7,456 129,404 306,162 2,883,461 19,923 2,903,384 Other income, by function 3,264 319 2,487 5,817 3,862 3,907 527 698 20,881 10,062 30,943 Distribution costs (2,121) – (412) (181) (860) – – (946) (4,520) (2,186) (6,706) Administrative expenses (20,210) (23,014) (6,669) (11,781) (45,670) (5,202) (13,647) (12,184) (138,377) (108,282) (246,659) Other expenses, by function (65,775) (12,533) (21,853) (14,425) (24,204) (11,069) (5,230) (3,697) (158,786) (62,477) (221,263) Law No. 13196 (218,158 (110,514) (36,290) (82,881) (147,696) (8,744) (55,933) (44,467) (704,683) – (704,683) Other gains (losses) – – – – – – – – – 15,768 15,768 Finance income (156) 78 (66) (46) 432 48 12 (148) 154 13,551 13,705 Financial costs (116,764) (17,522) (5,790) (33,001) (78,428) (3,189) (7,671) (18,856) (281,221) (4,238) (285,459) Impairment loss under IFRS 9 – – – – – – – – – (1,318) (1,318) Share in the profit (loss) of associates and joint ventures 470 715 (53) 1,132 75,689 76.821 accounted for using the equity method Exchange gains (losses) in foreign currencies 48,525 8,732 6,682 29,101 33,028 7,755 3,897 9,328 147,048 (22,057) 124,991 Profit (loss) before tax 212,088 321,948 (88,558) 214,544 826,856 (9,038) 51,359 235,890 1,765,089 (65,565) 1,699,524 Income tax expenses (140,948) (213,299) 62,803 (141,259) (547,327) 7,496 (33,573) (156,502) (1,162,609) (17,149) (1,179,758) Profit (loss) 71,140 108,649 (25,755) 73,285 279,529 (1,542) 17,786 79,388 602,480 (82,714) 519,766
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The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of June 30, 2023 and December 31, 2022, are detailed in the following tables:
6-30-2023 Category Chuquicamata Radomiro Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other Total Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Current assets 1279502) o3ooso] 444420] 288919] 9332261 153429] 310538] 214486 1990,242| 6554,712 Non-current assets 10,081,756 2,294,822] 2,012,180| 5,613,477] 9,175,005] 164873| 967551| 3,199,354| 5456875| 38,965,893 Currentliabilities 560,538 250674 233,881| 246020| 552469| 174677| 133855] 131519] 1196881] 3,480,514 Non-currentliabilities 604,770| 405385| 322942| 17228184 1017616| 128571] 133028] 100,969| 26,577693| 30519158
12-31-2022 . Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other .
Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Current assets 1489407] os6313] 614161] 285883] 974,063 70,378] 345623] 462815 1606200] 6,794,843 Non-current assets 9,738,307| 2,189,304| 1,786,089] 5,576,206] 8795911] 165,786| 1007493] 3,346,994| 5,336,200| 37,942,389 Currentliabilities 691,342| 293,830 302986| 257075| 512310| 122262] 153835] 143,043] 11443802] 3,920,485 Non-currentliabilities 604,612] 398,512 314627| 1178,3668| 953188] 122259] 134,997| 148,762| 25,306,857| 29,162,182 Revenues segregated by geographic area are as follows:
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Revenue per geographical areas 6-30-2023 6-30-2022 6-30-2023 6-30-2022 ThUS$ ThUS$ ThUs$ ThUS$ Total revenue from domestic customers 956,468 1,376,425 369,364 622,013 Total revenue from foreign customers 7,332,514 | 7314515 | 3,261,862 | 3,111,757 Total 8,288,982 | 8,690,940 | 3,631,226 | 3,733,770
1-1-2023 1-1-2022 4-1-2023 4-1-2022 Revenue per geographical areas 6-30-2023 6-30-2022 6-30-2023 | 6-30-2022 ThUS$ ThUS$ ThUS$ ThUSs$ China 1,503,30 | 1,648,961 741,823 663,977 Restof Asia 1,565,138 1,762,172 600,746 650,766 Europe 2,556,910 | 2,640,474 | 1,083,908 1,366,148 America 2,186,701 | 2,118,981 1,022,725 845,777 Other 476,503 520,352 182,024 207,102 Total 8,288,982 | 8,690,940 | 3,631,226 | 3,733,770
During the six-month periods ended June 30, 2023 and 2022, there was 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. Exchange difference
Exchange differences during the six and three -month periods ended June 30, 2023 and 2022, are as follows: , , , 1-1-2023 1-1-2022 4-1-2023 4-1-2022 Profit (loss) comia nine differences | 202023 | 6-30-2022 | 6-30-2023 | 6-30-2022 ThUS$ ThUS$ ThUus$ ThUS$ Exchange Rate Difference lAS Provision (39,282) 54,118 8,988 94,982 Exchange Rate Difference Health Plan Provision (42,640) 17,589 (5,149) 53,051 Exchange Rate Difference Provision for Mine Closure (146,467) 35,855 (1,546) 137,214 Exchange Rate Difference Contingencies Provision (4,961) 1,927 1,370 5,265 Exchange Rate Difference Other (76,028) 15,502 18,544 67,904 Total exchange difference (309,378) 124,991 22,207 358,416
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:
1-1-2023 1-1-2022 Other collections from operating activities 6-30-2023 6-30-2022
ThUS$ ThUS$ VAT Refund 1,161,032 737,720 Sales hedge – 6,946 VAT and Others 374,617 393,735 Total 1,535,649 1,138,401
1-1-2023 1-1-2022 Other payments from operating activities 6-30-2023 6-30-2022
ThUS$ ThUS$ Contribution to Chilean treasury Law N*13.196 (675,754) (752,943) Sales coverages (5,146) VAT and other similar taxes paid (1,164,359) (842,584) Total (1,845,259)| (1,595,527)
During the six-month periods ended June 30, 2023 and 2022, no direct cash capital contributions were received.
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27. Risk management
Corporación Nacional del Cobre de Chile has created instances within its organization that seek to generate strategies to minimize 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 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, 2023 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$ 47 million in profit or loss, 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$, with respect to the closing exchange rate at the end of the reporting period.
* Interest rate risk
This risk arises from interest rate fluctuations in Codelco’s investment and financing activities.
This movement can affect future cash flows or the market value of fixed rate financial instruments.
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Vice-Presidency of Administration and Finance
It is estimated that, based on net debt at June 30, 2023, a one percentage point change in the interest rates of credit financial liabilities subject to variable interest rates would result in a change in annual interest expense of approximately US$ 7 million, before taxes. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end
F-96 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,
2023, corresponds to a total of TNUS$ 16,978,471 and ThUS$ 1,480,355, respectively.
b. Market risk. * 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.q) “Income from Activities Ordinary Procedures from Contracts with Customers of section Il Main Accounting Policies).
As of June 30, 2023, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be US$253 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of June 30, 2023 (MTMF 603). 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.
c. 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.
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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:
Maturity of financial liabilities Less than |Between one Over as of 6-30-2023 1 year five years years ThUS$ ThUus$ ThUS$ Loans from financial entities 15,807 374,100 1,090,448 Bonds 478,444 2,843,971 | 13,656,056 Derivatives 12,109 116,081 7,705 Other financial liabilities – 64,891 – Total 506,360 3,399,043 | 14,754,209 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 Commercial Vice- Presidency.
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, 2023 is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable does 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 many 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.
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Explanatory note 2 “Trade and other receivables” shows past due and not provisioned balances.
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, 2023 and 2022, 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, 2023 and 2022, no guarantees have been executed in relation 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.
e. Other relevant risks
In addition to exposure to financial risks, community relations, environmental, litigation and regulatory proceedings, during 2022 we defined strategic risks as risks or combination of risk events that may threaten the business model in the short or long term, structuring our model in a robust way to face the challenges that become more demanding each year, such as changes in social expectations, infrastructure and human development.
The model designed contemplates risks for at least the next three years and also some that would be relevant for a longer period. lt also considers monitoring emerging risks which are permanently monitored by the industry.
Risks are permanently monitored to identify, address and oversee appropriate mitigation actions, with the support of the second line of defense established in Codelco’s corporate governance mainly through corporate risk management, working to provide assurance on the status of controls or drive the necessary behavior to achieve the expected status.
These definitions also consider risk appetite as the nature and extent of risk that the Corporation is willing to accept in relation to the achievement of its business and objectives.
The above factors in the probability and severity of the consequences of the materialization of a risk in the different areas of its impact.
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28. Our risk management program considers that risk appetite and risks may change over time and may require management actions to respond to changes in the context. Information regarding the main risks considered by Codelco are included in the Annual Report as of 2022.
Derivatives contracts.
The Corporation has entered transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Exchange rate hedge
The Corporation maintains an exposure associated with its foreign exchange hedging operations, the balance of which corresponds to a net deferred tax loss recognized in equity amounting to ThUS$ 1,059 as of June 30, 2023.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
June 30, 2023.
Type of Financial Hedged igati Fair value Amortized Hedged item Bank derivative | Maturity | Currency . 9 obligation . Asset item Hedging – |hedged item cost contract . instrument ThUS$ ThUS$ ThUS$ ThUs$ ThUS$ Bono UF Veto. 2025 Credit Suisse (EE.UU) Swap 04-01-2025 US$ 310,627 208,519 103,068 316,700 (213,632) Bono EUR Vcto.2024 |Santander (Chile) Swap 07-09-2024 US$ 327,369 409,650 (87,119) 330,131 (417,250) Bono EUR Vcto. 2024 BNP Paribas (EE.UU) Swap 07-09-2024 US$ 108,996 136,402 (28,962) 109,917 (138,879) Bono UF Veto. 2026 JP Morgan London Branch (Inglaterra) Swap 08-24-2026 US$ 450,184 406,212 57,532 455,664 (398,132) Bono AUD Vcto. 2039 Santander (Chile) Swap 07-22-2039 US$ 46,642 49,266 (7,164) 42,433 (49,597) Bono HKD Vcto. 2034 HSBC Bank PLC (Inglaterra) Swap 11-07-2034 US$ 63,810 63,792 (541) 61,152 (61,693) Total 1,307,628 1,273,841 36,814 1,315,997 | (1,279,183) December 31, 2022 =Twpe of Financial . yP . o Hedged obligation | Fair value Amortized Hedged item Bank derivative | Maturity | Currency o . . Asset item Hedging |hedged item cost contract . instrument ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Bono UF Veto. 2025 Credit Suisse (EE.UU) Swap 04-01-2025 US$ 283,067 208,519 79,226 296,104 (216,878) Bono EUR Veto. 2024 Santander (Chile) Swap 07-09-2024 US$ 321,063 409,650 (89,573) 320,305 (409,878) Bono EUR Veto. 2024 BNP Paribas (EE.UU) Swap 07-09-2024 US$ 106,897 136,402 (29,780) 106,646 (136,426) Bono UF Veto. 2026 JP Morgan London Branch (Inglaterra) Swap 08-24-2026 US$ 410,242 406,212 21,309 423,278 (401,969) Bono AUD Vcto. 2039 [Santander (Chile) Swap | 07-22-2039 US$ 47,684 49,266 (6,656) 42,046 (48,702) Bono HKD Vcto. 2034 |HSBC BankPLC (Inglaterra) Swap 11-07-2034 | US$ 64,100 63,792 (928) 59,795 (60,723) Total 1,233,053 1,273,841 (26,402)] 1,248,174 | (1,274,576)
As of June 30, 2023, the Corporation has no cash collateral balances.
The current methodology for valuing currency swaps uses the bootstrapping technique based on mid-swap rates to construct (zero) curves in functional currencies other than the functional currency and USD, respectively, based on market information.
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The notional amounts held by the Corporation for financial derivatives are detailed below:
Notional amount of contracts with final maturity June 30, 2023 Currency | 425 than 90 | o, 99 days | Total current | 1to 3 years | 3to 5 years | Over5 years | TOM days non-current MUS$ MUS$ MUS$ MUS$ MUS$ MUS$ MUS$ Currency derivatives US$ 35,702 15,247 50,949 823,596 421,039 148,916 1,393,551 Notional amount of contracts with final maturity December 31, 2022. | Currency | 1*8s Man 90 [o a, 99 gays | Total current | 11o 3 years | 3to 5 years | Over 5 years | 19% days non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Currency derivatives US$ 13,156 37,793 50,949 829,643 428,148 148,916 1,406,707
. Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in the copper, gold and silver derivative markets and records its results upon termination. These results are added to or deducted from sales revenues. As of June 30, 2023, these operations generated a lower net realized result of TRUS$ 807.
b.1. Commercial flexibility operations of copper contracts
Its objective is to adjust the price of sales to the Corporation’s sales policy, which is defined according to the London Metal Exchange. As of June 30, 2023, the Corporation has copper derivative transactions associated with 350,100 metric tons of fine copper. These hedging transactions are performed as part of the Corporation’s commercial policy.
The current contracts as of June 30, 2023, present a positive balance of ThUS$ 8,167 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, 2023, generated a net positive effect in results of ThUS$ 807, corresponding to values for physical sales contracts for a positive amount of ThUS$ 624 and values for physical purchase contracts for a positive amount of ThUS$ 183.
b.2. Trade operations of current gold and silver contracts.
As of June 30, 2023, the Corporation has derivative contracts for silver at ThOZT 173.674.
The contracts in force as of June 30, 2023, present a positive exposure of ThUS$ 429, 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, 2023.
As of June 30, 2023, the Corporation has no completed gold and silver operations.
F-101 b.3. Cash flow hedging operations backed by future production
The Corporation has no outstanding transactions as of June 30, 2023, 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, 2023 Maturity date
ThUS$ 2023 2024 2025 2026 2027 Upcoming Total Flex com copper (asset) 6,618 1,933 – 8,551 Flex com copper (liability) (59) (110) (214) (383) Flex com GoldSilver 429 – – 429 Price setting – – Metal options – – – – Total 6,988 1,823 (214) 8,597 December 31, 2022 Maturity date
ThUS$ 2023 2024 2025 2026 2027 Upcoming Total Flex com copper (asset) 87 – – – – – 87 Flex com copper (liability) (2,676) (848) (3,524) Flex com GoldSilver – – – – – – – Price setting – – Metal options – – – – – – – Total (2,589) (848) (3,437) June 30, 2023 Maturity date All figures in thousands of metric tonslounces 2023 2024 2025 2026 2027 Upcoming Total Copper Futures [MT] 154.100 177.000 19.000 – – – 350.100 GoldSilver Futures [ThOZ] 173.674 – – 173.674 Copper price setting [MT] – – Copper options [MT] December 31, 2022 Maturity date All figures in thousands of metric tonslounces 2022 2023 2024 2025 2026 Upcoming Total Copper Futures [MT] 244.18 33.50 – – – 277.68 GoldSilver Futures [ThOZ] – – – Copper price setting [MT] Copper options [MT]
29. Contingencies and restrictions a) Lawsuits and contingencies
There are various lawsuits and legal actions ¡nitiated 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 ¡ts rights and makes use of all the corresponding legal and procedural instances and resources.
F-102
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 SII. – Labor lawsuits: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
– 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 other 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).
During the six-month periods ended June 30, 2023, there are no lawsuits or other proceedings representing 10 percent or more of the Corporation’s total outstanding lawsuits.
At the date of issuance of these financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately ThUS$440,579 corresponding to 947 cases.
According to the estimate made by the legal advisors of the Corporation, 783 causes, which represent 82.68% of the universe, have associated probable loss results amounting to ThUS$75,834 (additionally, with the same probable outcome, there are 2 causes for ThUS$7 from subsidiaries), There are also 116 cases, representing 12.25% for an amount of ThUS$544, for which it is less likely than not, that the ruling will be against the Corporation.
For the remaining 48 cases, representing 5.07% for an amount of ThUS$23, 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.
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.
F-103
In December 2022, the Corporation established a collaboration commitment with the Comptroller General of the Republic (CGR) to reinforce the principle of probity in regulation, applicable to the company regarding operations with related parties, establishing a framework for any contracts with related parties, safeguarding the legal status of the company and its business line, in addition to reinforcing controls for sensitive operations. This agreement with the Comptroller’s Office recognizes Codelco’s good practices and also improves controls for related party transactions. As a result of this agreement, litigation with the regulator has been terminated.
For litigation with probable loss and ¡ts costs, there are the necessary provisions, which are recorded as contingency provisions.
b) Other commitments. i. Law No. 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. li. 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, 2023 and 2022. li. 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.
e 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,
F-104
On October 27, 2022, Codelco signed an amendment to the contract, which, among other aspects, will allow replacing the coal-based electricity supply with a renewable energy supply.
This transformation will be implemented gradually, and as of January 1, 2026 the contract will be for 1,000 GWhyear of renewable energy.
iv. 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. v. 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.
In December 2022, the respective agreements were renegotiated and signed. The agreement implies the modification of the original contracts and a new renewable sources contract effective from 2023 to 2040. vi. 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. lt 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 regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the eight divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companies affected by the general application procedure, which are those with extraction capacity > 10,000 tonsmonth, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
The law also established the obligation to update these closure plans, under the conditions of the general regime of the law, which incorporates new and greater requirements for the closure plans, five years after its entry into force, ¡.e. in 2020 in the case of Codelco. This calendar was brought forward to 2019 due to operational particularities for the Chuquicamata
F-105 and Ventanas Divisions, and postponed to 2021 by SERNAGEOMIN, due to the COVID19 pandemic for the entire industry, and therefore for all other divisions.
In compliance with this new schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions, and as of December 31, 2021, the approval of the updated plans for the Salvador and Andina Divisions is in process. During the year 2022, Codelco obtained the approval of the updated closure plans of the Salvador and Andina divisions. The Corporation has provided the corresponding guarantees committed in all the approved closure plans, in accordance with the latest updates in force.
As of June 30, 2023, the Corporation has agreed guarantees for an annual amount of UF
69,751,092 to comply with the aforementioned Law No. 20551 (see note No. 30).
vii. 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.
viii. On June 17, 2022, Codelco’s Board of Directors agreed to move forward with preparations to cease operation of the Ventanas Smelter, subject to parliament amending Law No. 19993 within a limited period of time, a decision that applies exclusively to the smelter and not to the refinery or other operations of the Ventanas Division. This measure would require the amendment and approval by the Executive and the Legislature of Law No. 19993, which obliges the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAMI) at the Ventanas Smelter.
On March 6, 2023, the Congress approved the modification of the aforementioned act, which obliged the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAM!I) at the Ventanas Smelter.
Then, in May, the National Geology and Mining Service (Sernageomin) authorized Codelco the temporary closure plan for the Ventanas smelter, which will have an initial duration of two years, extendable for another three, during which time engineering will be developed and permits will be processed to move on to the definitive closure stage, which considers, among other actions, the dismantling of the smelter facilities.
On May 31, 2023, the Ventanas smelter furnaces were shut down.
F-106
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:
Direct Guarantees provided to Financial Institutions and other Creditor of the guarantee Type of guarantee 06-30-2023 12-31-2022 Currency Maturity Quantity ThUS$ ThUS$
Abogado Procurador Fiscal Carlos Felix Judicial agreementand setlement UF 03-15-2023 1 – 1,231 Abogado Procurador Fiscal Carlos Felix Judicial agreementand setlement UF 03-15-2024 1 1,351
Abogado Procurador Fiscal Carlos Felix Judicial agreementand setlement CLP 03-15-2023 1 19,057 Abogado Procurador Fiscal Carlos Felix Judicial agreementand setlement CLP 03-15-2024 1 20,346
Consorcio Aeropuerto Calama Parking UF 11-30-2023 2 5 4 Road management Construction project UF 01-02-2024 8 30
Road management Construction project UF 04-08-2024 2 5 4 Road management Construction project UF 03-01-2024 4 12
Road management Construction project UF 10-13-2023 1 6
Road management Construction project UF 07-31-2024 1 9
Road management Construction project UF 05-02-2025 2 1,044
Road management Construction project UF 12-30-2024 1 522
Road management Construction project UF 05-17-2024 1 3
Road management Construction project UF 06-19-2024 1 6
Road management Project of explotation UF 05-13-2023 1 5 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 03-01-2023 1 1,233 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 03-24-2024 4 20 238 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 03-01-2024 1 1,316
Engie Energia Chile S.A. Water Supply Project CLP 08-31-2023 2 250 234 Engie Energia Chile S.A. Water Supply Project CLP 10-31-2023 2 245 229 Ministry of National Assets Project of explotation CLP 02-25-2023 22 – 154 Ministry of National Assets Project of explotation CLP 02-26-2024 22 198
Ministry of National Assets Project of explotation UF 05-13-2023 1 8 Ministry of National Assets Project of explotation UF 06-09-2023 5 40 Ministry of National Assets Project of explotation UF 06-10-2024 6 54
Ministry of Public Works Construction project UF 02-03-2023 1 3,471 Ministry of Public Works Construction project UF 10-02-2023 2 615 560 Ministry of Public Works Construction project UF 12-31-2023 2 898 818 Ministry of Public Works Construction project UF 01-02-2024 2 26,628 24,265 Ministry of Public Works Construction project UF 07-29-2024 2 46 42 Ministry of Public Works Construction project UF 12-15-2024 2 610 556 Ministry of Public Works Construction project UF 01-22-2025 1 289
Ministry of Public Works Construction project UF 03-08-2024 1 3,809
Sernageomin Environment UF 02-18-2023 2 214,853 Sernageomin Environment UF 05-03-2023 8 678,422 Sernageomin Environment UF 09-19-2023 2 58,855 53,633 Sernageomin Environment UF 11-11-2023 3 332,077 266,819 Sernageomin Environment UF 11-14-2023 2 198,900 181,252 Sernageomin Environment UF 11-27-2023 6 292,414 284,930 Sernageomin Environment UF 12-02-2023 12 852,913 777,239 Sernageomin Environment UF 12-15-2023 2 154,318 140,626 Sernageomin Environment UF 02-17-2024 3 407,727
Sernageomin Environment UF 05-03-2024 9 842,882
General Treasury ofthe Republic Maritime concession CLP 06-30-2024 2 59 55 Municipality of Santiago Project of explotation CLP 10-09-2023 1 81
Total 3,198,543 2,649,978
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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Guarantees received from third parties División 6-30-2023 12-31-2022 ThUus$ ThUS$ Andina 60 60 Chuquicamata 7 7 Casa Matriz 1,037,671 1,015,177 Total 1,037,738 1,015,244
31. Balance in foreign currency a. Assets by Currency
6-30-2023 Assets national and foreign currency US Dollars Euros Other Non-indexed UF. TOTAL currencies ch$ Current assets Cash and cash equivalents 1,316,361 8,592 10,946 54,968 – 1,390,867 Other financial assets, current 8,542 – – 12 – 8,554 Other non-financial assets, current 87 387 187 36,285 4 36,950 Trade and other receivable, current 2,025,687 194,924 178 413,359 2,634,148 Accounts receivable from related entities, current 21,465 – – – – 21,465 Inventories, current 2,457,411 – – – – 2,457,411 Current tax assets 4,160 25 – 1,133 – 5,318 Total current assets 5,833,713 203,928 11,311 505,757 4 6,554,713 Non-current assets Investments accounted for using equity method 3,520,980 – – – 3,520,980 Property, plant and equipment 33,310,843 57 4,326 – 33,315,226 Deferred tax assets 79,936 – 40 15,957 – 95,933 Other assets 1,682,551 4,224 1,900 303,031 42,047 2,033,753 Total non-current assets 38,594,310 4,224 1,997 323,314 42,047 38,965,892 [Total assets | 44,428,023 208,152 13,308 829,071 42051 45,520,605|
12-31-2022 Assets national and foreign currency US Dollars Euros Other Non-indexed UF. TOTAL currencies ch$ Current assets Cash and cash equivalents 877,345 5,944 8,722 134,716 – 1,026,727 Other financial assets, current 1,404 4 – 43 – 1,451 Other non-financial assets, current 33,107 378 171 3,329 4 36,989 Trade and other receivable, current 2,753,793 195,045 116 437,831 3,386,785 Accounts receivable from related entities, current 31,756 – – – – 31,756 Inventories, current 2,300,909 – – – – 2,300,909 Current tax assets 7,194 4 – 3,028 – 10,226 Total current assets 6,005,508 201,375 9,009 578,947 4 6,794,843 Non-current assets Investments accounted for using equity method 3,527,323 – – – 3,527,323 Property, plant and equipment 32,305,393 100 4,037 – 32,309,530 Deferred tax assets 81,166 92 14,447 – 95,705 Other assets 1,660,336 1,861 332,505 15,129 2,009,831 Total non-current assets 37,574,218 2,053 350,989 15,129 37,942,389 [Total assets | 43,579,726 201,375 11,062 929936 15,133 44,737,232|
F-108 b. Liability by type of currency:
6-30-2023
Other Nonxx
National and foreign currency liabilities US Dollars Euros : indexed U.F. TOTAL currencies Ch$ Current liabilities Other financial liabilities, current 506,219 18 9 – 114 506,360 Lease liabilities, current 54,761 – 207 73,090 9,473 137,531 Trade and other payables, current 1,106,849 3,494 562 529,121 14 1,640,040 Accounts payable to related entities, current 98,943 – 98,943 Other short-term provisions 612,417 94 – 13,580 626,091 Current tax liabilities 10,064 68 48 1,141 11,321 Provisions for employee benefits, current 2,176 423,702 425,878 Other non-financial liabilities, current 19,929 28 – 14,382 11 34,350 Total current liabilities 2,411,358 3,702 826 1,055,016 9,612 3,480,514 Non-current liabilities Other financial liabilities, non-current 17,357,554 23,825 – 771,873 18,153,252 Lease liabilities, non-current 117,260 1,1121 159,762 28,182 306,325 Non-current payables 758 – 359 – 1,117 Other long-term provisions 1,113,764 89,064 1,483,767 2,686,595 Deferred tax liabilities 8,240,551 48 13,576 – 8,254,175 Employee benefit provision, non-current 3,777 714,311 396,818 1,114,906 Total non-financial liabilities, non-current 2,519 – 269 – 2,788 Total non-current liabilities 26,836,183 24,994 977,341 2,680,640 30,519,158 Total liabilities 29,247,541 3,702 25,820 2,032,357 2,690,252 33,999,672
12-31-2022
Other Non-
National and foreign currency liabilities US Dollars Euros : indexed U.F. TOTAL currencies Ch$
Current liabilities Other financial liabilities, current 470,412 (13) 9 – 29 470,437 Lease liabilities, current 51,897 – 598 63,495 9,200 125,190 Trade and other payables, current 1,428,950 4,332 1,477 344,650 129 1,779,538 Accounts payable to related entities, current 177,690 – 983 178,673 Other short-term provisions 752,117 127 – 9,421 761,665 Current tax liabilities 24,366 67 1,876 26,309 Provisions for employee benefits, current 1,982 207 542,100 – 544,289 Other non-financial liabilities, current 21,109 103 13,162 10 34,384 Total current liabilities 2,928,523 4,446 2,461 975,687 9,368 3,920,485 Non-current liabilities Other financial liabilities, non-current 15,961,020 (1,569) 23,163 – 706,509 16,689,123 Lease liabilities, non-current 105,882 – 1,128 148,644 31,025 286,679 Non-current payables 759 – 303 – 1,062 Other long-term provisions 1,124,434 – 81,889 1,473,405 2,679,728 Deferred tax liabilities 8,449,170 92 12,666 – 8,461,928 Employee benefit provision, non-current 3,420 671,735 365,962 1,041,117 Total non-financial liabilities, non-current 2,292 – – 253 – 2,545 Total non-current liabilities 25,646,977 (1,569) 24,383 915,490 2,576,901 29,162,182 Total liabilities 28,575,500 2,877 26,844 1,891,177 2,586,269 33,082,667
F-109
32.
33.
Sanctions
As of June 30, 2023 and as of December 31, 2022, neither Codelco Chile or its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
The environment
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 (2021).
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, 2023, 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, 2023 and 2022, respectively, and the projected future expenses are stated below.
F-110
Disbursements 06-30-2023 06-30-2022 Future committed disbursements Company Project name Project status ThuS$ Assets Expenditure Item of Asset Destination Expenditure ThUS$ ThUuS$ Estimated date
Chuquicamata Codelco Chile [Acid plants In progress 14,878 Expenditure Operating expenditure 1,710 2023 Codelco Chile Solid waste In progress 1,743 Expenditure Operating expenditure 661 2023 Codelco Chile |Tailings In progress 36,965 Expenditure Operating expenditure 35,348 2023 Codelco Chile |Water treatment plant In progress 8,642 Expenditure Operating expenditure 22,717 2023 Codelco Chile monitoring In progress 878 Expenditure Operating expenditure 717 – 2023 Codelco Chile Normalization drainage system drill hole In progress 63 Asset Property, plant and equipment 25 2,951 2024 Codelco Chile Construction of thickened tailings Completed – Asset Property, plant and equipment 2,341 – 2022 Codelco Chile Standardization TKS Hazardous Substances Feed DS 43 In progress 12,330 Asset Property, plant and equipment 1,768 8,197 2024 Codelco Chile Construction IX stage Talabre tranque In progress 17,689 Asset Property, plant and equipment 2,921 501,540 2027 Codelco Chile Enable hydrogen well for In progress 20 Asset Property, plant and equipment – 815 2023
¡Total Chuquicamata Division 93,208 68,208 513,503 ¡Salvador Codelco Chile Improved integration of the gas process Completed – Asset Property, plant and equipment 5,793 2022 Codelco Chile |Tailings In progress 3,555 Expenditure Operating expenditure 2,840 2023 Codelco Chile [Acid plants In progress 44,939 Expenditure Operating expenditure 32,224 2023 Codelco Chile Solid waste In progress 540 Expenditure Operating expenditure 652 2023 Codelco Chile |Water treatment plant In progress 721 Expenditure Operating expenditure 425 2023 Codelco Chile Riles and Wastewater Standard Completed – Asset Property, plant and equipment 76 – 2022 Codelco Chile Compliance with DS 43 storage of dangerous substances In progress 1,862 Asset Property, plant and equipment 13,703 2024 Codelco Chile Commissioning Black Smoke In progress 343 Asset Property, plant and equipment – 123 2023
¡Total Salvador Division 51,960 42,010 13,826
Andina Codelco Chile Solid waste In progress 173 Expenditure Operating expenditure 1,251 2023 Codelco Chile |Water treatment plant In progress 2,981 Expenditure Operating expenditure 2,294 2023 Codelco Chile |Tailings In progress 45,983 Expenditure Operating expenditure 46,377 2023 Codelco Chile [Acid drainage In progress 20,170 Expenditure Operating expenditure 18,920 2023 Codelco Chile Environmental monitoring In progress 680 Expenditure Operating expenditure 589 2023 Codelco Chile Sustainability and external matters management In progress 1,308 Expenditure Operating expenditure 1,204 2023 Codelco Chile Excavation operation improvement In progress 898 Asset Property, plant and equipment 330 2023 Codelco Chile |Water dispatch tunnel modification Completed – Asset Property, plant and equipment 707 – 2022 Codelco Chile Implementation of the catchment system for rafts tove In progress 672 Asset Property, plant and equipment 2,157 820 2023 Codelco Chile Dam Ovejeria: longitudinal drainage stage 8 Completed 6 Asset Property, plant and equipment 7,498 – 2023 Codelco Chile North extended ballast deposit In progress 42,668 Asset Property, plant and equipment 35,922 282,009 2025 Codelco Chile ¡Standard Instruments Tranque Los Leones In progress 721 Asset Property, plant and equipment 202 2,443 2023 Codelco Chile Construction of spill containment chamber In progress 9 Asset Property, plant and equipment 10,514 2024 Codelco Chile water system ovj-cord dam In progress 3,280 Asset Property, plant and equipment 5,791 2024 Codelco Chile Replacement of transformers into oil In progress 323 Asset Property, plant and equipment – – 2023 Codelco Chile Replacement of transformers into oil In progress 448 Asset Property, plant and equipment 895 – 2024
¡Total Andina Division 120,320 118,346 301,577 ¡Subtotal 265,488 228,564 828,906
F-111
Disbursements 06-30-2023 06-30-2022 Future committed disbursements Company Project name Project status ThUuS$ Assets Í Item of Asset Di ThUS$ ThUS$ Estimated date El Teniente Codelco Chile [Construction of 7th phase Carén dam In progress 44,173 Assets Property, plant and equipment 14,734 33,654 2023 Codelco Chile ¡Acid plants In progress 59,328 Expenditure Operating expenditure 44,147 – 2023 Codelco Chile ¡Solid waste In progress 2,064 Expenditure Operating expenditure 1,540 2023 Codelco Chile Water treatment plant In progress 7,005 Expenditure Operating expenditure 6,767 2023 Codelco Chile Tailings In progress 33,330 Expenditure Operating expenditure 27,081 2023 Codelco Chile Well construction and hydrogeology modification Colihue-Cauquenes In progress 920 Asset Property, plant and equipment 1,000 – 2023 Codelco Chile [Caren reservoir stage 8 and 9 In progress 14,025 Asset Property, plant and equipment 4,923 345,549 2027 Codelco Chile [Construction of Complementary Water Works Tranque Barahona 2 In progress 5,682 Assets Property, plant and equipment 1,423 22,581 2024 Codelco Chile Restoration Slaughterhouse Drive In progress 6,144 Asset Property, plant and equipment 865 15,339 2024 Codelco Chile Flow CEMS Acquisition In progress 174 Asset Property, plant and equipment 27 – 2023 ¡Total El Teniente Division 172,845 102,507 417,123 ¡Gabriela Mistral Codelco Chile Environmental monitoring In progress – Expenditure Operating expenditure 1 2023 Codelco Chile [Solid waste In progress 1,684 Expenditure Operating expenditure 927 – 2023 Codelco Chile ¡Garbage dump extension phase VIIl In progress 7,601 Asset Property, plant and equipment 6,135 558 2023 Total Gabriela Mistral Division 9,285 7,063 558 Ventanas Codelco Chile ¡Acid plants In progress 14,339 Expenditure Operating expenditure 12,488 2023 Codelco Chile ¡Solid waste In progress 912 Expenditure Operating expenditure 551 2023 Codelco Chile Environmental monitoring In progress 847 Expenditure Operating expenditure 573 2023 Codelco Chile Effluent treatment plant In progress 3,691 Expenditure Operating expenditure 3,089 2023 Codelco Chile Improved gas abatement collection Completed – Asset Property, plant and equipment 136 2022 Codelco Chile |Standardization of the handling of hazardous substances Completed – Asset Property, plant and equipment 967 2022 Codelco Chile [Standardization of CEMS Chimney PPAL and PAS In progress 109 Asset Property, plant and equipment 342 2023 ¡Total Ventanas Division 19,898 18,146 . ¡Radomiro Tomic Codelco Chile ¡Solid waste In progress 344 Expenditure Operating expenditure 564 2023 Codelco Chile monitoring In progress 38 Expenditure Operating expenditure 59 2023 Codelco Chile Effluent treatment plant In progress 343 Expenditure Operating expenditure 462 – 2023 Codelco Chile [Construction of community works In progress 1,404 Asset Property, plant and equipment – 32,500 2027 ¡Total Radomiro Tomic Division 2,129 1,085 32,500 Ministro Hales Codelco Chile [Solid waste In progress 1,461 Expenditure Operating expenditure 828 2023 Codelco Chile Effluent treatment plant In progress 607 Expenditure Operating expenditure 94 – 2023 Codelco Chile ¡Silica shed extension and dome control room In progress 1,713 Asset Property, plant and equipment – 15,518 2024 Total Ministro Hales Division 3,781 922 15,518 Ecometales Limited Ecometales Limited ¡Smelting powders leaching plant In progress 717 Expenditure Operating expenditure 556 456 2023 Ecometales Limited ¡Smelting powders leaching plant In progress 33 Expenditure Operating expenditure 33 8 2023 [Subsidiary Ecometales Limited 750 589 464 ¡Subtotal 208,688 130,312 466,163 [Total 474,176 358,876 1,295,069
F-112
34. Subsequent Events – On July 11, 2023, the Constitutional Court of the Republic of Chile issued judgment No. 14424-23 CPR, regarding the constitutional control of the Mining Royalty bill corresponding to bulletin No. 12093-
08. Thus, with the signature of the President of the Republic and subsequent publication in the Official Gazette, the law will be enacted and become effective as of January 1, 2024. The approved bill replaces the current mining taxation by establishing two components called Ad-Valorem and Mining Operating Margin. In addition, the project establishes a maximum potential tax burden of 46.5% of the Mining Operational Taxable Income (RIOMA). The main difference between the mining margin component and the current Specific Tax on Mining Activities is an increase in tax rates. The Mining Operating Margin component would qualify as an income tax according to IAS 12. Therefore, it will be necessary to recognize a deferred tax for any temporary difference determined. Management estimates that the net effect of the new Mining Royalty on the Corporation’s deferred taxes is not material.
– On July 17, 2023, the Ministry of Finance issued exempt decree No. 238 authorizing the Corporation to allocate up to US$103,676,700 of the net income from the balance sheet for the year 2022 to the formation of capitalization and reserve funds, which will be charged against the income for 2023 and subsequent years until that amount is reached.
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, 2023 and the date of issue of these interim consolidated financial statements as July 27, 2023.
André Sougarret Larroquete Alejandro Rivera Stambuk Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-113
CORPORACION NACIONAL DEL COBRE DE CHILE
Consolidated Financial Statements as of December 31, 2022
F-114 le pwe
INDEPENDENT AUDITOR’S REPORT (A free translation from the original in Spanish)
Santiago, March 30, 2023
To the President and 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, which comprise the consolidated statement of financial position as of December 31, 2022, and 2021, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.
Management’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. 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.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted 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 involves 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, includingthe 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 entity’s preparation and fair presentation of the 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
P ‘ PwC Chile, Av. Andrés Bello 2711 – piso 5, Las Condes – Santiago, Chile RUT: 81.513.400-1 | Teléfono: (56 2) 2940 ooo | www.pwe.cl
le pwe
Santiago, March 30, 2023 Corporación Nacional del Cobre de Chile
2
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, 2022 and 2021, and the results of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards.
DocuSigned by:
HA Heston
9C28593C6DC264A1.
Juan Carlos Pitta De C.
RUT: 14.709-125-7
F-116
Y
CODELCO
CODELCO – CHILE
Consolidated financial statements as of December 31, 2022 (A free translation from the original in Spanish)
F-117
CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS (A free translation from the original in Spanish)
INDEPENDENT AUDITOR’S REPORT oniciccoconnncciccnnnarrcncrrrrrr rr 2 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION coccion 7 CONSOLIDATED STATEMENTS OF INCOME onmniccccoccii anna 9 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME coccion rre 10 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY municiones 11 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY nn 12 CONSOLIDATED STATEMENTS OF CASH FLlOWS nn 13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS conocio 14 lL.- GENERAL INFORMATION ono naaa 14
1. Corporate informati0N.mooonnnncncnonononnnnonnanancnnonancnonocnnnnanonnnnononnnnnnnnnnncnannnnannnnnnnnnnnnccnanncnancnnnnnnnss 14
2. Basis of presentation of the consolidated financial statements.ooocconccnoonnnoonanonannnnancnonncnnnnanono 15 ll. SIGNIFICANT ACCOUNTING POLICIES .0onoccocnionnonaaaarrcrr rr 16
1. Significant judgments and key estimates .ocooocccooncnonccncnnnnonancnnaccnnnncnanccnannnnnnoncnnoncnancnnanannnnnnnss 16
2. Significant accounting policies.omooooononcononcnnnnnonocnnncanoncnnnnancnnoncnnnncnonnonannnnnnoncnnnccnanncnanannnnnnnss 20
3. New standards and interpretations adopted by the CorporatioN.ooooconocnonnoniononiononcncnnccananinncnono 38
4. New accounting pronoUNCeMentS.oococcccnuccnonncnonncnonnnnonanononncnnnccnoncnnonnnnnnancnnnnnnonnnnannnnannnnnnncnnncnnno 39 IL. EXPLANATORY NOTES coonniiiiiiciconcinisnn anna 42
1. Cash and cash equivalents.oocnooccnooncnonnnnoncnnnnancnonncnnnnanonncnononcnnnncnnnncnannonannnnnnncnnnncnnnccnancnnnnnnnss 42
2. Trade and Other receivables .oooocnocononoconononcnoninanononononononononononononononanccano nano nanc nana cano nano nancnanenancnanos 42
3. Balances and transactions with related parties .ocoooocconocnnonanonncnonancnonncnnanononcanonccnanannnnancnonncnnns 44
4. NOAA 50
5, Income taxes and deferred taxes .ooooooconocnnoonnocnnocnnonnnocnnnnnnnonnncnnnonnnonnncn noc a non nocanoca roca nnc anna roca noca nana 51
6. Current and non-current tax assets and liabilitieS .o.ooonononnnonononananonanonanonanonanonanonanonanonanonanonanonass 53
7. Property, plant and equipMent.ooooconcnnononoccnonncnnonanonnnnnnancnonncnnocononcnnonnnnnnnncnnnnc conca nanncnannnnnnancnnncnnnno 54
8. LOASOS coccccoccnnonnnnnnnnnnnnnnnonn non nn nono nonnn no nnn nr none rr nen ene nr nnn nn non nr none nene nn ne nn nnc nn nnn nn none n none nr rca rana rana nana canso 57
9. Investments accounted for using the equity Method .ocooocccoconoocnnoncnnnonncnnoncnonccnonccnanaccnnancnnnccnon 58
10. SUDSIdiarieS .ooooconononononanannnonaninanonanonanonononanonanonanonononanona nana nona none nana nana n ana nona nana nan enana rana nan enana nana nanass 64
11. Current and non-current financial aSSetS.oooocncononononanonnonaninanonanananonanonanonanonanonanona nana nonanonanoca rones 64
12. Other financial liabilitieS.oouonnonononononononananananananonanonanonanonaconanonanonanonanonanonanonanona nora nona nana naca rones 66
13. Fair Value of financial assets and liabilitieS .ooononnnonoonnnonnnonnnonnnonanonononnnonnnrnnornnoranoranoranoanonanonoss 75
14. Market value hierarchy for items at market Value .omoooononccnooncnconanonannnnancnonncnnocanonncnannnnnancnnnnnnon 76
15. Trade and other accounts payable .ooccooccnooncnonnnnoncnnnnancnnoncnonccnnononannnnanoncnnnncnnnncnancnnancn conan nnnnnnss 77
16. Other proVISIONS.moooccooocnconcnonccnnnancnonncnonccnonnnnonancnnnnnnnnnnnonnnnonnnnnnnnnnnnnnnnncnannn nano ncnnnnnnanccnancnnanannss 78
17. Employee benefits .oonoocccooncnonncnonccnonanononncnnocanoncnnonnncnnnncnnnncnoncnnannnnnnnnnnnnn conca nanncnannnnnnncnnncnnnno 79
18 A 83
19, ROVON UB cococcnconnnnnnnnnonnnnnnnnncnnnnnnnn nono conan nn cnn r ron nene nr ono nn non nr non enn nne nene nn narran erro enn nn enn nc aran nn nnnananne canos 85
20. EXPenses by Nature .ooococccconcccnonanonncnonnnnnnanononnnnnoccnonnnnannnnnonncnnnnnnnnnnnannnnannnnnnnnnnnnanannnnannnnanancnnncnnnns 85
21. SS AAA 86
22. Other income and expenses by fUNCIION .cooocconoccnonnnonccncnnanonancnnnncnnonononccnanannnnoncnnnncncnnonancnnnnnnnss 87
23. EAS AAA 88
24, Operating SEGMENTS .ooooocnnoccnancccnnoncnonncnonncnonnnnonancnonncnoncnnnnnnnannnnnnnncnnnnnnnnnnnannn nan ncnnnnnnnnnnnananncnannss 89
25. Exchange difference .oooonccnnononoonnnoncnnonanononnnnnonanoncnnonancnnoncnnnnnnonnnnannnnannnnnnnnnnnnnnnanncnannnnnnncnnncnnne 96
26. Statement Of CASh ÍÍOWS .ooooocccononononononnonanonanonanonanonanonanonanonanonanonanonanona nana nona nacen ana nana nana naca nana nonass 96
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27. 28.
29.
30.
31.
32.
33.
34,
NOE AA 96
EE A 101 Contingencies and restrictiONS.ocooocnonccnconnnanannnnoncnoncnnnnccnancnnonancnnnnnnonncnonnnnannnnnnccnnnncnanccnannns 103 GUALaNntees coooccccconnccnnoonncnnnnoncnnnnnonocnnnonncnnnnonccnnnooncnnnnonnnnnnnnncnnnnonncnnnnonnnnnnnoncnnnnonncnnnnocnnnnnnacccnnnnanens 109 Balance in foreign CUITeNCY.ooocooncnooccnonancnnoncnonnnnnonanonnnnannnnnancnnnnanonnnnnnnnnanncnnnnnnncananncnanannananess 111 SANCÍIONS.ocococcncoccnnnonanonnnnnnnanonnnnonnnnnonncnononnnnnn none canon nnnnnnnonnnnannnnannnnnnnnnnnnnnnannnnannn nan nn nana nacanannns 113 The ENVIFON MENE .coooocccnccnconcconuncnonncnnnnanonnnnonnncnoncnonnnnnnnonannnnnnnncnnnnnnnnnnnannnnannncnnnanancnnannncnncncnnncnnnne 113 Subsequent EVentS.oooonnncnnoncnconononannnonncnnnccnnnnnnonnnnnnoncnononnoncnnnnnnnannnnnnnnnnnnnnannnnannn cnn nc nana nancanannes 116
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2022 and December 31, 2021 (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 12-31-2022 12-31-2021 No Assets Current assets Cash and cash equivalents 1 1,026,727 1,283,618 Other current financial assets 11 1,451 320,340 Other current non-financial assets 36,989 23,997 Trade and other currentreceivables 2 3,386,785 4,194,350 Accounts receivable from related entities, current 3 31,756 156,711 Current inventories 4 2,300,909 1,811,455 Currenttax assets 6 10,226 11,438 Total current assets 6,794,843 7,801,909 Non-current assets Other non-current financial assets 11 105,518 38,283 Other non-current non-financial assets 13,615 1,621 Non-current accounts receivable 88,906 104,177 Accounts receivable from related parties, non-current 224 224 Non-current inventories 603,446 610,558 Investments accounted for using equity method 9 3,527,323 3,546,011 Intangible assets other than goodwill 42,687 43,311 Property, plantand equipment 7 32,309,530 30,449,893 Investment property 981 981 Rightof use assets 8 405,843 361,539 Non-current tax assets 6 748,611 4,333 Deferred tax assets 5 95,705 94,595 Total non-current assets 37,942,389 35,255,526 Total assets 44,737,232 43,057,435
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2022 and December 31, 2021 (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 12-31-2022 12-31-2021 No Equity and liabilities Liabilities Current liabilities Other financial liabilities, current 12 470,437 605,203 Lease liabilities, current 8 125,190 112,104 Trade and other payables 15 1,779,538 1,497,429 Accounts payable to related entities, current 3 178,673 221,344 Other short-term provisions 16 761,665 742,027 Current tax liabilities, current 6 26,309 308,376 Current provisions for employee benefits 17 544,289 419,323 Other non-financial liabilities, current 34,384 33,071 Total current liabilities 3,920,485 3,938,877 Non-current liabilities Other financial liabilities, non-current 12 16,689,123 16,903,640 Lease liabilities, non-current 8 286,679 240,023 Non-current payables 1,062 1,065 Other long-term provisions 16 2,679,728 2,457,585 Deferred tax liabilities 5 8,461,928 7,004,523 Non-current provisions for employee benefits 17 1,041,117 934,542 Other non-financial liabilities, non-current 2,545 2,279 Total non-current liabilities 29,162,182 27,543,657 Total liabilities 33,082,667 31,482,534 Equity Share capital 5,619,423 5,619,423 Accumulated losses (538,367) (277,340) Other reserves 18.a 5,659,426 5,286,406 Equity attributable to owners of parent 10,740,482 10,628,489 Non-controlling interests 18.b 914,083 946,412 Total equity 11,654,565 11,574,901 Total liabilities and equity 44,737,232 43,057,435
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2022 and 2021
(In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2022 1-1-2021 NO 12-31-2022 12-31-2021 Revenue 19 17,018,409 21,024,815 Cost of sales (12,284,652) (12,185,688) Gross margin 4,733,757 8,839,127| Other income 22a 64,731 115,741 Distribution costs (17,151) (9,389) Administrative expenses (502,313) (459,278) Other expenses 22.b (2,103,316) (2,717,007) Other gains 29,782 37,531 [Gains (losses) from operating activities 2,205,490 5,806,725| Finance income 47,245 13,657 Finance costs 23 (569,060) (641,009) Impairment of gains and reversal of impairment losses determined in accordance with IFRS 9 (2,648) (1,250) Equity in income of associates and joint ventures accounted for using the equity method 9 51,991 414,845 Exchange gains (losses) in foreign currencies 25 (237,777) 313,736 [Income for the period before tax 1,495,241 5,906,704| Income tax expense 5 (1,133,670) (3,855,336) [Net income for the period 361,571 2,051,368| Profit attributable to
Profit attributable to owners of the parent 345,589 1,942,486
Profit attributable to non-controlling interests 18.b 15,982 108,882 [Net income for the period 361,571 2,051,368
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2022 and 2021 (In thousands of US dollars – TRUS$)
(A free translation from the original in Spanish)
Note 1-1-2022 1-1-2021 N? 12-31-2022 12-31-2021
Profit 361,571 2,051,368 Comprehensive income Components of comprehensive income that will not be reclassified to profit or loss for the period, before taxes
Comprehensive income (loss), before income taxes, gains from remeasurement of defined 17 (8,870) 152,966 benefit plans
Share of comprehensive income of associates and joint ventures accounted for using the . , . . (5,268) 9,228 equity method that will not be reclassifed to profitor loss for the period, before taxes Total other comprehensive income that will not be reclassified to profit or loss for (14,138) 162,194 the period, before taxes
Components of comprehensive income that will be reclassified to profit or loss for the period, before taxes Exchange differences on translation (Loss) gain on foreign exchange translation difterences, before income taxes (809) (3,282)
Comprehensive income (loss) before income taxes, foreign exchange translation (809) (3,282) differences
Cash flows hedges
Gains (losses) on cash flows hedges, before taxes 100,244 (97,835) | Comprehensive income, before tax, cash flow hedges 100,244 (97,835)]|
Total comprehensive income that will be reclassified to profit or loss for the period, before taxes Other components of comprehensive income, before taxes 85,297 61,077
99,435 (101,117)
Income tax related to components comprehensive income Income taxes related to remeasurements of defined benefit comprehensive income plans 5 5,978 (106,983)
Income taxes related to components of comprehensive income that will not be reclassified to profit or loss for the period
5,978 (106,983)
Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period Income taxes related to comprehensive income cash flow hedges 5 (65,159) 63,593 o 659 Comprehensive income 26,116 17,687 Total comprehensive income 387,687 2,069,055 Comprehensive income, attributable to
Comprehensive income attributable to owners of parent 373,294 1,957,836 Comprehensive income attributable to non-controlling interests 14,393 111,219 [Total comprehensive income 387,687 2,069,055 |
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2022 and 2021
(In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Reserve on Reserve of . . : Equity attributable . . exchange Reserves ofcash | remeasurement Total Retained Non-controlling .
12-31-2022 Share capital . . . | Other reserves . to owners of . Total equity differences on flow hedges | ofdefined benefit other reserves | earnings (losses) arent interests translation plans p Note 18 Note 18 Opening balance at 01-01-2022 5,619,423 (6,221) (31,254) (259,573) 5,583,454 5,286,406 (277,340) 10,628,489 946,412 11,574,901 Changes in equity Gain 345,589 345,589 15,982 361,571 Comprehensive income (809) 35,085 (2,892) (3,679) 27,705 27,705 (1,589) 26,116 Profit (loss) (809) 35,085 (2,892) (3,679) 27,705 373,294 14,393 387,687 Dividends (259,900) (259,900) (259,900) (Decrease) Increase through transfers and other changes, equity – – – 345,315 345,315 (346,716) (1,401) (46,722) (48,123) Increase (decrease) in equity (809) 35,085 (2,892) 341,636 373,020 (261,027) 111,993 (32,329) 79,664 Closing balance at 12-31-2022 5,619,423 (7,030) 3,831 (262,465) 5,925,090 5,659,426 (538,367) 10,740,482 914,083 11,654,565
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2022 and 2021
(In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Reserve on Reserve of . . : Equity attributable : . exchange Reserves ofcash | remeasurement Total Retained Non-controlling .
12-31-2021 Share capital . . . | Other reserves . to owners of . Total equity differences on flow hedges | ofdefined benefit other reserves | earnings (losses) arent interests translation plans p Note 18 Note 18 Opening balance at 01-01-2021 5,619,423 (2,939) 2,988 (305,556) 5,582,329 5,276,822 (194,696) 10,701,549 924,942 11,626,491 Changes in equity Gain 1,942,486 1,942,486 108,882 2,051,368 Comprehensive income (3,282) (34,242) 45,983 6,891 15,350 15,350 2,337 17,687 Profit (loss) (3,282) (34,242) 45,983 6,891 15,350 1,957,836 111,219 2,069,055 Dividends (2,033,206) (2,033,206) (2,033,206) (Decrease) Increase through transfers and other changes, equity – – – (5,766) (5,766) 8,076 2,310 (89,749) (87,439) Increase (decrease) in equity – (3,282) (34,242) 45,983 1,125 9,584 (82,644) (73,060) 21,470 (51,590) Closing balance at 12-31-2021 5,619,423 (6,221) (31,254) (259,573) 5,583,454 5,286,406 (277,340) 10,628,489 946,412 11,574,901
The accompanying notes are an integral part of these consolidated financial statements.
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Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 1-1-2022 1-1-2021 NO 12-31-2022 12-31-2021
Cash flows from (used in) operating activities Classes of cash receipts from operating actvites Receipts from sales of goods and rendering of services 17,999,563 20,084,649 Other cash receipts from operating activities 26 2,335,896 2,068,751 Payments to suppliers for goods and services (10,954,146) (9,734,039) Payments to and on behalf of employees (1,393,362) (1,679,583) Other cash payments from operating activities 26 (3,063,993) (3,140,663) Dividends received 163,619 270,892 Income tax (paid) (741,578) (1,978,516) [Net cash flow from operating activities 4,345,999 5,891,491| Cash flows from (used in) investing activities Other cash payments to acquire equity or debt instruments of other entities (257) (193) Purchases of property, plant and equipment (3,480,367) (2,822,001) Interestreceived 39,302 7,522 Other cash outflows 324,649 (66,901) Net cash flows used in investing activities (3,116,673) (2,881,573) | Cash flows from (used in) financing activities Total amounts from long-term loans and bonds – 780,000 Paymentof loans and bonds (344,623) (1,444,310) Lease liability payments (141,780) (138,668) Dividends paid (259,900) (2,033,206) Interest paid (705,345) (765,662) Other cash outflows (52,619) (177,291) Net cash flows used in financing activities (1,504,267) (3,779,137) Net increase (decrease) in cash and cash equivalents before the effect of exchange (274,941) (769,219) rate changes Effect of exchange rate changes on cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents 18,050 (54,656) Net increase (decrease) in cash and cash equivalents (256,891) (823,875) Cash and cash equivalents at beginning of period 1 1,283,618 2,107,493 Cash and cash equivalents at end of period 1 1,026,727 1,283,618
The accompanying notes are an integral part of these consolidated financial statements.
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Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022 AND DECEMBER 31, 2021 (Monetary values in thousands of United States dollars, unless another currency or unit is indicated)
Il 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 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
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Corporación Nacional del Cobre de Chile 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 11! of Note 9.
2. Basis of presentation of the consolidated financial statements
The consolidated statements of financial position as of December 31, 2022 and 2021, the consolidated statements of income, statements of comprehensive income, statements of changes in equity and cash flows for the years ended December 31, 2022 and 2021 have been prepared under International Accounting Standard No. 1 (IAS 1) “Presentation of Financial Statements”, incorporated in the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter “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).
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Corporación Nacional del Cobre de Chile
Responsibility for information and estimates made
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 as of December 31, 2022, which financial statements fully comply with IFRS. These consolidated financial statements as of December 31, 2022 were approved by the Board of Directors at a meeting held on March 30,
2023.
Accounting policies
These consolidated financial statements reflect the financial position of Codelco and affiliates as of December 31, 2022 and 2021, as well as the results of their operations, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and their related notes, all prepared and presented in accordance with IAS 1 “Presentation of Financial Statements, considering the respective presentation regulations of the Financial Market Commission (CMF)”.
Il. SIGNIFICANT ACCOUNTING POLICIES
1. 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 greater degree of judgment or complexity or areas in which the assumptions and estimates are significant for the consolidated financial statements are described 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.
Where there are indications that the useful lives of these assets or their residual values may have changed from previous estimates, this should be done using technical estimates to determine the impact of any changes 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
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Corporación Nacional del Cobre de Chile 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 ¡ts 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 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 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 change in these criteria may have an impact on the recoverable amount of the assets being tested for impairment.
The Corporation has assessed and defined that the CGUSs are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
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Corporación Nacional del Cobre de Chile
In assessing impairment in affiliates and associates, the Corporation uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves andor mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as, for example, the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation. 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 based on a formal closure plan and are reassessed as of each reporting period 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 lAS 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 are 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 because 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 it carrying amount. lf 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 such an indicator exists, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with IAS 36.
Costs arising from the installation of a plant or other site preparation work, discounted to their net present value, are 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 net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense is included in cost of sales, while the discount in the provision is included in finance costs.
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Corporación Nacional del Cobre de Chile e)
9) h)
J)
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 s (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 its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated monthly, See Notes 2 q) 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 ¡ts 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.
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 to allocate the total price of the transaction to each performance obligation based on the stand-alone selling
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Corporación Nacional del Cobre de Chile 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).
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:
– It is 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 because of the stripping activity, and – 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.
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 any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by lAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors.
2. Significant accounting policies a. 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, 2022 and 2021. – Consolidated Statements of Comprehensive Income for the years ended December 31,
2022 and 2021.
– Consolidated Statements of Changes in Equity for the years ended December 31, 2022 and 2021. – Consolidated Statements of Cash Flows for the years ended December 31, 2022 and
2021.
b. Basis of preparation – These consolidated financial statements of the Corporation as of December 31, 2022 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 IASB.
The consolidated statements of financial position as of December 31, 2021 and statements of income for the year ended December 31, 2021, equity and cash flows for the year ended
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Corporación Nacional del Cobre de Chile
December 31, 2021, which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the IASB, on a basis consistent with the criteria used for the same period ended December 31, 2022, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of December 31, 2022, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation” in section ll of this report.
These consolidated financial statements have been prepared from accounting records held by the Company. 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 financial statements comprise the consolidated statements of the Corporation and its affiliates.
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 income.
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CODELCO
The following companies have been consolidated:
. 12-31-2022 12-31-2021 Taxpayer ID No, COMPANY Country Functional % Ownership % Ownership currency – – 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. USA US$ 100.00 . 100.00 100.00 Foreign Codelco Kupferhandel 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 Singapore P.L Singapore US$ 100.00 . 100.00 100.00 Foreign Codelco USA Inc. USA US$ – | 100.00 100.00 100.00 Foreign Codelco Canadá Canada US$ 100.00 0.00 100.00 100.00 Foreign Ecometales Limited Channel Islands 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 -| 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 100.00 0.00 100.00 100.00
96.817.780-K [Inmobiliaria de Salud de Codelco SpA (Ex – SEHC Calama) Chile US$ – . . 100.00
99.556.950-7 – [Inmobiliaria Red de Salud de Codelco SpA (Ex – Hospital del Cobre-Calama S.A.) Chile CLP 100.00 . 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 100.00 . 100.00 100.00
76.064.682-2 [Centro de Especialidades Médicas Río Blanco Ltda. Chile CLP – | 100.00 100.00 100.00
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
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 99.90 0.10 100.00 100.00
78.394.040-K [Centro de Servicios Médicos Porvenir Ltda. 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
For the purposes of theseconsolidated 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 elements are present: (1) power to govern the operating and financial policies to obtain benefits from their activities; (ii) exposure or rights to the variable returns of these companies; and (iii) ability to use the power to influence the amount of returns.
The Corporation reassesses whether it controls a subsidiary iffacts 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.
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Corporación Nacional del Cobre de Chile – 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 adjusts 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: the result 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.
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 income for the period within “Exchange gains (losses) in foreign currencies.
At the end of the reporting period, monetary assets and liabilities denominated in Unidades de Fomento (“UF”) have been denominated in US$, considering the exchange rates in effect at the end of each period (12-31-2022: US$ 41.02; 12-31-2021: US$ 36.69)
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Corporación Nacional del Cobre de Chile
Expenses and income in local currency have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting record of each transaction.
The translation of the financial statements of affiliated associates and jointly controlled entities, whose functional currency is different from Codelco’s presentation currency, is performed as follows for consolidation purposes: – Assets and liabilities are converted using the prevailing exchange rate on the reporting date. – Income and expenses for each statement of income 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:
Relationship [Closing exchange rates
12-31-2022 | 12-31-2021
USD CLP 0.00117 0.00118 USD GBP 1.20802 1.34880 USD BRL 0.18923 0.17957 USD EURO 1.07021 1.13135 USD AUD 0.68120 0.72480 USD HKD 0.12820 0.12821 USD RMB 0.14452 0.15680
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 reflects 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 income.
g. Property, plant and equipment and depreciation – ltems of property, plant and equipment are initially recognized at cost. After initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
The cost of property, plant and equipment includes the costs of expansion, modernization or improvements that represent an increase in productivity, capacity or efficiency, or an
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Corporación Nacional del Cobre de Chile increase in the useful life of the assets, and are capitalized as an increase in the cost of the related 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 Intangibles – software Straight-line over 8 years Open pit and underground mine Unit of production development
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 because 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.
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Corporación Nacional del Cobre de Chile
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period 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 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.
Development expenses for technology and innovation projects are recognized as intangible assets at cost, if and only if, all the following have been demonstrated – – The technical feasibility of completing the intangible asset so that it will be 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.
¡. 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.
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Corporación Nacional del Cobre de Chile
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 it is 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.
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
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
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Corporación Nacional del Cobre de Chile 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 (PP£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. 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 No 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 (¡.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 because of an estimate of net realizable value of the inventories lower than it carrying amount is recognized in profit or loss.
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Corporación Nacional del Cobre de Chile m. 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.
n. 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.
This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of December 31, 2022.
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.
o. 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.
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Corporación Nacional del Cobre de Chile
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.
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.
The accretion of the discount on a closure liability due to the passage of time is recognized as a finance expense in the statement of income.
p. 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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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 IAS 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. q. 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
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Corporación Nacional del Cobre de Chile f. 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.
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.
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 ¡neffective 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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A hedge is considered highly effective when it meets the requirements of IFRS 9. At the time of 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 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.
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.
Ss. Financial information by segment – The Corporation has defined its Divisions as ¡ts 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
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Corporación Nacional del Cobre de Chile
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.
t. 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 income “by function” and cash flows using the direct method.
u. 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 quality 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.
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,
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Corporación Nacional del Cobre de Chile 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.
v. 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.
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.
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Financial liabilities are derecognized when the liabilities are paid or expire. w. 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 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 considering 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 ¡s established when there is objective evidence that the amounts due may not be fully recovered.
X. 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. y. 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 income within the line item Other expenses by function. (Note 111.22 letter c)).
z. 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.
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Corporación Nacional del Cobre de Chile aa. 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.
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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, 2021, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2022, which are:
a) Reference to the Conceptual Framework – Amendments to IFRS 3:
Reference to Conceptual Framework 2018 instead of 1989. Additionally, for transactions within the scope of IAS 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.
b) Property, Plant and Equipment – Revenue before Intended Use (Amendments to IAS 16) 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.
c) Onerous Contracts – Costs of Fulfilling a Contract (Amendments to IAS 37)
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.
d) Annual Improvements to IFRS Standards 2018-2020 a) 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 ¡ts parent, based on the date of transition to IFRS of its parent. b) IFRS 9 Financial Instruments: clarifies what fees are included when applying the 10 percent test in paragraph B3.3.6.
c) IFRS 16 Leases: removes from lllustrative Example 13, the illustration of the reimbursement of improvements to the leased asset made by the lessor. d) 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 application of these amendments had no impact on the Corporation’s consolidated financial statements, but may affect the accounting for future transactions or arrangements.
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4. New accounting pronouncements
The following new standards, amendments and interpretations had been issued by the lASB, 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 Current or Non-Current (Amendments to IAS 1)
Annual periods beginning on or after January 1, 2024
The amendments aim to promote coherence in applying its requirements 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.
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
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Corporación Nacional del Cobre de Chile
New IFRS
Date of mandatory application
Definition of accounting estimates (amendments to IAS 8)
Annual periods beginning on or after January 1, 2023
Summary 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.
Deferred tax related to assets and liabilities arising from a single transaction. (amendments to IAS 12)
Annual periods beginning on or after January 1, 2023
The amendments clarify that the exemption from initial recognition does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendment to IFRS 17)
An entity that chooses to apply the amendment shall apply it when it first applies IFRS 17
The amendment permits entities applying IFRS 17 and IFRS 9 for the first time at the same time to present comparative information about a financial asset as if the classification and measurement requirements of IFRS 9 had been applied previously to that financial asset.
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Corporación Nacional del Cobre de Chile
New IFRS
Date of mandatory application
Summary
Lease liability on a sale and leaseback (Amendments to IFRS 16)
Annual reporting periods beginning on or after January
1, 2024
The amendment clarifies how a lessee subsequently measures sale and leaseback transactions that meet the requirements of IFRS
15 to be accounted for as a sale.
Non-current liabilities with covenants (Amendments to ¡AS 1
Annual reporting periods beginning on or after January
1, 2024
The amendment clarifies how the conditions that an entity must meet within twelve months after the reporting period affect the classification of a liability.
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 lIl. EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2022 and December 31, 2021, ¡is as follows: Item 12-31-2022 | 12-31-2021 ThUs$ ThUs$ Cash on hand 113 890 Bank balances 522,050 611,861 Deposits 477,758 649,955 Mutual funds – Money market 26,806 19,142 Repurchase agreements – 1,770 Total cash and cash equivalents 1,026,727 | 1,283,618
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. The classification of time deposits complies with the requirements of 7.
2. Trade and other receivables a) 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
12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 ThUS$ ThUS$ ThUS$ ThUS$
Trade receivables (1) 2,934,533 | 3,752,997
Allowance for doubtful accounts (3) (4,098)| (11,410)
Subtotal trade receivables, net 2,930,435 | 3,741,587 – –
Other accounts receivable (2) 481,381 | 460,610 88,906 | 104,177
Allowance for doubtful accounts (3) (25,031) (7,847) – –
Other other accounts receivable, net| 456,350 452,763 88,906 104,177
Total 3,386,785 | 4,194,350 88,906 | 104,177 (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.
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Corporación Nacional del Cobre de Chile (2) Other receivables mainly consist of the following items:
Remaining tax credit susceptible to refund VAT and other taxes receivable, amounting to TRUS$ 216,218 and ThUS$ 132,674 as of December 31, 2022 and 2021, respectively.
Receivables owed by the Corporation’s personnel, for short-term and long- term current loans of ThUS$99,229 and ThUS$88,175, respectively (as of December 31, 2021 ThUS$117,081 and ThUS$99,448, respectively), both deducted monthly from their salaries. Mortgage loans granted to the Corporation’s personnel amounting to ThUS$29,320, which are mainly long- term, are backed by mortgage guarantees (as of December 31, 2021 ThUS$28,086).
Advances to suppliers and contractors, to be deducted from the respective payment statements for ThUS$101,665 and ThUS$185,051 as of December
31, 2022 and 2021, respectively.
Accounts receivable for services from the Ventanas Smelter to ENAMI. These services for the year 2022 amounted to ThUS$22,452. Additionally, in order to complement the commercial commitments between Codelco and ENAMI, the Corporation purchases copper concentrate and by-products and sells cathodes to ENAMI. Both Codelco and ENAMI are companies owned by the State of Chile. (3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the years ended December 31, 2022 and 2021, were as follows:
Item 12-31-2022 | 12-31-2021 ThUS$ Thus$ Opening balance 19,257 16,979 Increases 9,872 2,218 Movement, subtotal 9,872 2,278 Closing balance 29,129 19,257
The balance of past due but not impaired balances is as follows:
Ageing 12-31-2022 | 12-31-2021 ThUS$ ThUS$ Less than 90 days 5,760 4,030
90 days – 1 year 1,114 1,304 Over 1 year 206 5,977 Total unprovisioned past-due debt 7,080 11,311
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Corporación Nacional del Cobre de Chile b) 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.
Accordingly, as of December 31, 2022, a positive provision of ThUS$31,327 was recorded in the account Trade and other receivables for provisions for unfinished sales invoices. As of December 31, 2021 it was a positive provision of ThUS$ 187,541
As of December 31, 2022, TRUS$ 1,458 of negative provision for open invoices associated with customers who do not have balances due to Codelco was reclassified to Trade payables of current liabilities, which added to the balance presented in Trade and other receivables, totaled a net negative provision of ThUS$ 29,869.
3. 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
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Corporación Nacional del Cobre de Chile 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.
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:
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Corporación Nacional del Cobre de Chile
CODELCO
1-1-2022 1-1-2021 Company Taxpayer ID No. | Country | Nature of relationship | Tr ion description 12-31-2022 | 12-31-2021 Amount Amount Thus$ Thus$ Anglo American Sur S.A. 77.762.940-9 Chile [Associate Supplies – 22 Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7 Chile [Other related parties Services – 1,589 Centro de Especialidades Médicas Río Blanco Ltda. 76.064.682-2 Chile [Subsidiary Services 5,346 – Centro de Especialidades Médicas San Lorenzo Ltda. 76.124,156-7 Chile [Subsidiary Services 447 387 Clínica Río Blanco S.A. 99.573.600-4 Chile [Subsidiary Services 1,273 – Clinica San Lorenzo Ltda. 88.497.100-4 Chile [Subsidiary Services – 426 Ecometales Limited agencia en Chile. 59.087.530-9 Chile [Subsidiary Services and Supplies 14,252 661 Empresa Nacional de Telecomunicaciones S.A. 92.580.000-7 Chile [Relative ofemployee Services 415 – Finning Chile S.A. 91.489.000-4 Chile [Relative ofemployee Services and Supplies 46,555 – Fismidth S.A. 89.664,200-6 Chile [Relative ofemployee Supplies – 23,695 Fundación de Salud El Teniente. 70.905.700-6 Chile [Subsidiary Services 101 6,583 Fundación Orquesta Sinfónica Infantil de los Andes. 65.018.784-9 Chile [Founder Services 212 105 Industrial y Comercial Artimatemb Ltda. 76.108.720-7 Chile [Relative ofemployee Supplies 48 180 ISalud Isapre de Codelco Ltda 76.334,370-7 Chile [Subsidiary Services – 15,122 Kairos Mining S.A. 76.781.030-K Chile [Associate Services – 13,332 Linde Gas Chile S.A. 90.100.000-K Chile [Relative ofemployee Supplies 439 36 Marsol S.A. 91.443.000-3 Chile [Relative ofemployee Supplies 273 – Nueva Ancor Tecmin S.A. 76.411.929-0 Chile [Relative ofemployee Supplies 424 4 Sociedad Contractual Minera El Abra. 96.701.340-4 Chile [Associate Supplies – 2 Sonda S.A. 83.628.100-4 Chile [Relative ofemployee Services – 2,408 Suez Medioambiente Chile S.A. 77.441.870-9 Chile [Relative ofemployee Supplies 17,103 98 Manufacturas AC Ltda 77.439.350-1 Chile [Relative ofemployee Supplies 80 123 MI Robotic Solutions S.A. 76.869.100-2 Chile [Relative ofemployee Services and Supplies 609 396 Tecno Fast S.A. 76.320.186-4 Chile [Relative ofemployee Services 44,041 19,394 Termoequipos SpA 78.123.830-9 Chile [Relative ofemployee Supplies 117 4 Comercial e Import. Villanueva Ltda 77.000.200-1 Chile [Relative ofemployee Supplies 1,281 834 Deloitte Advisory SpA 76.863.650-8 Chile [Relative ofemployee Services – 71 Fluor Chile Ingeniería y Construcción S.A. 85.555.900-5 Chile [Relative ofemployee Services 9,285 – Sitrans Servicios Integrados de transporte Ltda 96.500.950-7 Chile [Relative of Director Services – 2,800 Symnetics S.A. 77.812.640-0 Chile [Relative ofemployee Services 3,374 1,019 Constructora Domingo Villanueva Arancibia S.A. 96.846.150-8 Chile [Relative ofemployee Services 6,468 5,860 Metso Outotec Chile SpA 93.077.000-0 Chile [Relative ofemployee Services and Supplies 74,326 138,565 Ingeniería y Construcción Fenix Ltda 76.134,977-5 Chile [Relative ofemployee Supplies 1,112 910 Janssen S.A. 81.198.100-1 Chile [Relative of Director Supplies 2,369 98 Enaex Servicios S.A. 76.041.871-4 Chile [Relative of Director Supplies 71,215 9 CAID S.A. 76.069.751-6 Chile [Relative ofemployee Supplies – 4 Consultorías, Asesorías, Auditorías y Capacitación Guerra y Guerra Ltda 76.168.106-0 Chile [Relative ofemployee Services – 437 Consorcio Cruz y Davila – Zañartu Ingeniería Ltda 76.381.335-5 Chile [Relative ofemployee Services – 5,280 Costella Proyectos 76.282.588-0 Chile [Relative ofemployee Services 3,423 18,177 Buses JM Pullman S.A. 78.502.770-1 Chile [Relative ofemployee Services 11,631 – ¡Adelanta Asesorías y Servicios Ltda 76.425.905-K Chile [Relative ofemployee Services 135 Emin Ingeniería y Construcción S.A. 79.527.230-5 Chile [Relative ofemployee Supplies 56,547 JRI Ingeniería S.A. 96.611.930-6 Chile [Relative ofemployee Services 19,388 Georock S.A. 77.842.840-7 Chile [Relative ofemployee Services 26,400 CDZ Ingeniería Uno Ltda 77.535.292-2 Chile [Relative ofemployee Services 8,511 Softine International Chile SPA 76.232.892-5 Chile [Relative of Director Supplies 4 Ingeniería y Construcción Sigdo Koppers S.A. 91.915.000-9 Chile [Relative ofemployee Services and Supplies 76,085 Lucas Blandford Maquinarias SpA 76.213.738-0 Chile [Relative ofemployee Services 10
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, 2022 and 2021, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
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Corporación Nacional del Cobre de Chile
1-1-2022 1-1-2021 Name Ud 1D Country Nature of relationship desciption E E ThUS$ ThUS$
Blas Tomic Errázuriz 5.390.891-8 Chile Director Directors fee – 38 Ghassan Dayoub Pseli 14.695.762-5 Chile Director Directors fee – 23 Ghassan Dayoub Pseli 14.695.762-5 Chile Director Payroll – 45 Hernán de Solminihac Tampier | 6.263,304-2 Chile Director Directors fee 28 87 Isidoro Palma Penco 4.754.025-9 Chile Director Directors fee 101 101 Juan Benavides Feliú 5.633.221-9 Chile DO ofthe Boardotl ectors fee 32 130 Juan Morales Jaramillo 5.078.923-3 Chile Director Directors fee 80 87 Paul Schiodtz Obilinovich 7.170.719-9 Chile Director Directors fee – 30 Rodrigo Cerda Norambuena |12.454.621-4 Chile Director Directors fee – 7 Felipe Larraín Bascuñán 7.012.075-5 Chile Director Directors fee 28 64 Pedro Errázuriz Domínguez 7.051.188-6 Chile Director Directors fee 80 56 Patricia Núñez Figueroa 9.761.676-0 Chile Director Directors fee 80 56 Máximo Pacheco Matte 6.371.887-4 Chile DO ofthe Board of Directors fee 99
Josefina Montenegro Aravena | 10.780.138-3 Chile Director Directors fee 52
Alejandra Wood Huidobro 7.204.368-5 Chile Director Directors fee 51
Nelson Cáceres Hernandez 14.379.277-3 Chile Director Directors fee 51
Nelson Cáceres Hernandez 14.379.277-3 Chile Director Payroll 40
The Ministry of Finance through Supreme Decree No. 233, dated February 09, 2022, 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$4,413,071 (four million four hundred thirteen thousand seventy-one 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$8,826,140 (eight million eight hundred and twenty-six thousand one hundred and forty 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$1,471,022 (one million four hundred and seventy- one thousand and twenty-two Chilean pesos) 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$2,942,047 (two million nine hundred and forty-two thousand- and forty-seven-pesos Chilean pesos) for meeting attendance
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2022, and will not be adjusted during said period
F-160
Corporación Nacional del Cobre de Chile
On the other hand, the short-term benefits to key management of the Corporation expensed during the years ended December 31, 2022 and 2021, were ThUS$ 13,368 and ThUS$ 13,213, 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, 2022 and 2021, severance indemnity payments and other payments associated with the retirement of Codelco’s senior executives were ThUS$
1,501 and ThUS$ 237, respectively.
There were no payments for other non-current benefits during the years ended December
31, 2022 and 2021, 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.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2022 and December 31, 2021 is as follows:
Accounts receivable from related entities:
Current Non-current Taxpayer ID No. Name tan Of Nature of relationship E 12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 ThUS$ ThUS$ ThUS$ ThUS$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 27,566 147,238
76.063.022-5 |Inca de Oro S.A. Chile Associate US$ 908 505
76.255.054-7 – [Planta Recuperadora de Metales SpA Chile Associate US$ – 1,319
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 3,277 1,869 –
96.801.450-1 |Agua de la Falda S.A. Chile Associate US$ 5 5 224 224
76.028.880-2 [Sociedad Contractual Minera Puren Chile Associate US$ – 5,775 Total 31,756 156,711 224 224
F-161
1 )
Corporación Nacional del Cobre de Chile
CODELCO
Accounts payable to related entities:
Current Non-current Taxpayer ID No. Name oo % | Nature of relationship an 12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 ThUS$ ThUS$ ThUS$ ThUS$
77.762.940-9 – [Anglo American Sur S.A. Chile Associate US$ 138,330 183,973
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 38,381 35,145
76.255.054-7 – [Planta Recuperadora de Metales SpA Chile Associate US$ 979 20
76.781.030-K [Kairos Mining S.A. Chile Associate US$ 983 2,206 Totales 178,673 221,344
The following table sets forth the transactions carried out between the Corporation and its related entities during the years ended December 31, 2022 and 2021 are detailed below:
1-1-2022 1-1-2021
12-31-2022 12-31-2021 Effect on Effect on Taxpayer ID No. Company Transaction description Country Currency Amount cenar Amount Conor t t ThUs$ Thus$ ThUs$ ThUS$
96.801.450-1 |Agua de la Falda S.A Sale of services Chile CLP 2 2 1 1
96.801.450-1 |Agua de la Falda S.A Contribution Chile US$ 257 – 193
77.762.940-9 [Anglo American Sur S.A. Dividends received Chile US$ 138,445 – 270,577
77.762.940-9 [Anglo American Sur S.A. Dividends receivable Chile US$ – – 98,172 –
77.762.940-9 [Anglo American Sur S.A. Product sales Chile US$ 52,307 52,307 181,450 181,450
77.762.940-9 [Anglo American Sur S.A. Other sales Chile CLP 3,614 3,614 14,168 14,168
77.762.940-9 [Anglo American Sur S.A. Product purchase Chile US$ 781,019 (781,019)| 1,037,558 | (1,037,558)
76.063.022-5 [Inca de Oro S.A Payments on account of the company, Chile CLP 125 8 56 –
77.781.030-K |Kairos Mining Services Chile CLP 11,064 (11,064) 11,645 (11,645)
77.781.030-K |Kairos Mining Sale of services Chile CLP 1 1 1 1
77.781.030-K |Kairos Mining Dividends received Chile US$ – – 78 –
76.255.054-7 |Planta Recuperadora de Metales SpA | Interest on loan Chile US$ – – 133 133
76.255.054-7 |Planta Recuperadora de Metales SpA [Services Chile US$ 23,045 (23,045) 18,667 (18,667)
76.255.054-7 |Planta Recuperadora de Metales SpA [Other sales Chile CLP 6,347 6,347 – –
76.255.054-7 |Planta Recuperadora de Metales SpA [Product sales Chile CLP 305 305 5,327 5,327
76.255.054-7 |Planta Recuperadora de Metales SpA [Loan recovery Chile US$ – – 5,440 –
76.028.880-2 [Sociedad Contractual Minera Puren |Dividends received Chile US$ – – 19
76.028.880-2 |Sociedad Contractual Minera Puren [Decrease in capital Chile US$ – 5,775
96.701.340-4 [Soc. Contractual Minera El Abra Dividends received Chile US$ 25,174 – 217 –
96.701.340-4 |Soc. Contractual Minera El Abra Product purchase Chile US$ 383,923 (883,923) 341,968 (341,968)
96.701.340-4 [Soc. Contractual Minera El Abra Product sales Chile US$ 65,461 65,461 19,821 19,821
96.701.340-4 [Soc. Contractual Minera El Abra Other sales Chile US$ 1,5501 1501 1,493 1,493
96.701.340-4 [Soc. Contractual Minera El Abra Commissions received Chile US$ 112 112 87 87
96.701.340-4 |Soc. Contractual Minera El Abra Other purchases Chile US$ 447 (447) 65 (65)
d) Additional information
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.
F-162
Corporación Nacional del Cobre de Chile
4. Inventories
Inventories as of December 31, 2022 and December 31, 2021 are detailed as follows:
Current Non-current Item 12-31-2022 12-31-2021 12-31-2022 12-31-2021 ThUS$ ThUus$ ThUus$ Thus$ Finished products 154,351 111,516 Subtotal finished products, net 154,351 111,516 Products in process 1,425,443 1,109,373 603,446 610,558 Subtotal products in process, net 1,425,443 1,109,373 603,446 610,558 Materials in warehouse and others 893,879 755,157 Adjustment for obsolescence provision (172,764) (164,591) Subtotal materials in warehouse and other, net 721,115 590,566 Total inventories 2,300,909 1,811,455 603,446 610,558
Inventories recognized in cost of sales during the years ended December 31, 2022 and 2021, correspond to finished products and amount to ThUS$12,262,740 and ThUS$12,165,733, which do not consider the cost of processing services of ThUS$21,912 and ThUS$19,954, respectively.
For the years ended December 31, 2022 and 2021, the Corporation has not reclassified strategic inventories to Property, Plant and Equipment,
The reconciliation of changes in the allowance for obsolescence ¡is detailed below:
Movement obsolescence provision 12-31-2022 | 12-31-2021
ThUS$ ThUS$
Opening balance (164,591) (171,947) (Decrease) Increase in provision (8,173) 7,356 Closing balance (172,764) (164,591)
During the years ended December 31, 2022 and 2021, inventory write-offs of ThUS$13,287 and ThUS$37,865, respectively, were recognized.
At December 31, 2022 the provision for net realizable value of copper and its effect on income during the period January to December 2022 was ThUS$ 54.535 and a loss of ThUS$45.397 respectively (profit of TRUS$18.075 for the same period 2021). As of December 31, 2021, the net realizable value provision was ThUS$9,137.
As of December 31, 2022 and 2021, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of December 31, 2022 and December 31, 2021, there are no inventories pledged as security for liabilities.
F-163
Corporación Nacional del Cobre de Chile
5. Income taxes and deferred taxes a) Deferred tax assets and liabilities
Deferred taxes are presented in the Statement of Financial Position as follows:
Deferred taxes 12-31-2022 12-31-2021 ThUS$ ThUS$ Non-current assets 95,705 94,595 Non-current liabilittes 8,461,928 7,004,523 Total deferred taxes, net 8,366,223 6,909,928
The following table shows the deferred tax opening, net, classified as assets or liabilities according to the nature of the temporary differences:
Deferred tax assets 12-31-2022 12-31-2021 Thus$ ThUus$ Provisions 1,841,045 1,541,835 Tax loss 117,004 114,961 Contracts for the rightto use assets 8,600 (5,153) Other 2,416 (4,079) Total deferred tax assets 1,969,065 1,647,564 Deferred tax liabilities 12-31-2022 12-31-2021 Thus$ ThUus$ Accelerated depreciation 8,087,772 6,405,256 Change in property, plant and equipment 1,637,493 1,714,652 Tax on mining activity 362,717 342,926 Fair value of acquired mineral claims 169,000 70,178 Deferred income taxes of subsidiaries 19,017 10,770 Hedging derivatives 3,041 (7,454) Valuation of severance indemnities 56,248 21,164 Total deferred tax liabilities 10,335,288 8,557,492
b) The effect of deferred taxes recognized in comprehensive income is detailed as follows:
Deferred taxes that affected comprehensive income 12-31-2022 |12-31-2021 ThUus$ ThUS$ Cash flow hedge (65,159) 63,593 Defined benefit plans 5,978 | (106,983) Total deferred taxes that affected comprehensive income (59,181)| (43,390)
F-164 a
Corporación Nacional del Cobre de Chile
CODELCO c) Composition of income tax (expense)
1-1-2022 1-1-2021 Composition 12-31-2022 | 12-31-2021 ThUS$ ThUS$ Deferred tax effect (911,197)| (1,369,042) Current tax expense (222,472)| (2,490,089) Adjustments previous periods – 3,798 Others (1) (3) Total income tax (expense) (1,133,670)| (3,855,336)
d) The following table sets forth the reconciliation of the effective tax rate:
12-31-2022 ltems Taxable base Tax Rate
25% 40% 5.00% 25% Addit. 40% 5.00% Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Tax effect on income before income taxes 1,472,127 1,472,127 1,472,127 (368,032) (588,851) (73,606) (1,030,489) Tax effect on income before income tax subsidiaries 23,114 23,114 23,114 (5,779) (9,246) (1,156) (16,181) Tax effecton consolidated income before income tax 1,495,241 1,495,241 1,495,241 (373,811) (598,097) (74,762) (1,046,670)] Permanent differences Corporate income tax (25%) (164,181) 41,045 41,045 Specific tax on state-owned companies art. 2? D.L. 2,398 (40%) 136,615 (54,646) (54,646) Specific tax on mining activity 1,468,004 (73,399) (73,399) TOTAL INCOME TAX (332,766) (652,743) (148,161) (1,133,670)]
12-31-2021 Items Taxable base Tax Rate
25% 40% 5.09% 25% Addit. 40% 5.09% Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Tax effect on income before income taxes 5,822,100 5,822,100 5,822,100 (1,455,525) (2,328,840) (291,105) (4,075,470) Tax effect on income before income tax subsidiaries 84,604 84,604 84,604 (21,151) (33,842) (4,230) (59,223) Tax effecton consolidated income before income tax 5,906,704 5,906,704 5,906,704 (1,476,676) (2,362,682) (295,335) (4,134,693)| Permanent differences Corporate income tax (25%) (713,552) 178,388 178,388 Specific tax on state-owned companies art. 2? D.L. 2,398 (40%) (323,471) 129,388 129,388 Specific tax on mining activity 644,356 (32,218) (32,218) Differences from prior years’ taxes 3,799
| TOTAL INCOME TAX (1,298,288) (2,233,294) (327,553) (8,855,336)]
The Corporation has applied a rate of 25% to calculate deferred income tax and first category income tax. 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.
Article 2 of Decree Law No. 2398 establishes an additional 40% income tax rate on the Corporation’s taxable income plus the share of retained earnings of companies not organized as corporations or joint stock companies and the dividends actually received from the latter.
F-165
Corporación Nacional del Cobre de Chile
For the Specific Tax on Mining Activities, in accordance with Law No. 20469, a rate of 5% has been estimated as of December 31, 2022.
On September 2, 2020, Law No. 21256 was published in the Official Journal, for the tax measures that are part of the emergency plan for economic reactivation. According to Article No. 3, added Article No. 23 bis of Law No. 21210, incorporating a temporary depreciation regime that allows full and instant depreciation of fixed assets and that is in force for acquisitions carried out between June 1, 2020, and December 31, 2022. As a state company, the Corporation as a taxpayer that pays taxes based on effective income and complete accounting, availed itself of the indicated benefit as of tax year 2022.
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 determined as indicated in section Il. Main accounting policies,
2.1):
12-31-2022 | 12-31-2021 ThUS$ ThUS$ Recoverable taxes 10,226 11,438 Total current tax assets 10,226 11,438
Current tax assets
12-31-2022 | 12-31-2021
Current tax liabilities ” a Thus$ | Thus$
Provisión PPM 24,315 14,742 Tax provision 1,994 293,634 Total current tax liabilities 26,309 308,376
12-31-2022 | 12-31-2021 ThUS$ ThUS$ Non-current tax assets 748,611 4,333 Total non-current tax assets 748,611 4,333
Non-current tax assets
F-166 (
Corporación Nacional del Cobre de Chile
CODELCO
7. Property, plant and equipment a) The items of property, plant and equipment as of December 31, 2022 and December
31,2021, are as follows:
Property, plant and equipment, gross: 12-31-2022 | 12-31-2021 ThUuS$ ThUS$ Works in progress 6,426,233 6,869,931 Land 225,629 369,484 Buildings 6,858,811 6,269,026 Plant and equipment 21,425,224 | 20,291,671 Fixtures and fitings 47,241 47,618 Motor vehicles 2,128,955 2,086,593 Lands improvement 8,910,108 7,549,671 Mining operations 10,798,033 | 10,026,052 Mine development 6,141,437 5,612,654 Other assets 977,378 976,656 Total property, plant and equipment, gross 63,939,049 | 60,099,356 Property, plant and equipment, accumulated depreciation 12-31-2022 | 12-31-2021 ThUS$ ThUS$
Works in progress – – Land 20,357 17,949 Buildings 3,661,920 3,500,094 Plant and equipment 12,413,755 | 11,794,536 Fixtures and fitings 45,565 44,294 Motor vehicles 1,707,545 1,622,813 Improvements to land 4,337,041 4,034,574 Mining operations 7,616,069 6,966,153 Mine development 1,258,845 1,148,161 Other assets 568,422 520,889
Total property, plant and equipment, accumulated depreciation 31,629,519 | 29,649,463
Property, plant and equipment, net 12-31-2022 | 12-31-2021 ThUS$ ThUS$
Works in progress 6,426,233 6,869,931 Land 205,272 351,535 Buildings 3,196,891 2,768,932 Plant and equipment 9,011,469 8,497,135 Fixtures and fitings 1,676 3,324 Motor vehicles 421,410 463,780 Improvements to land 4,573,067 3,515,097 Mining operations 3,181,964 3,059,899 Mine development 4,882,592 4,464,493 Other assets 408,956 455,767 Total property, plant and equipment, net 32,309,530 30,449,893
F-167
Corporación Nacional del Cobre de Chile [elo xx Koo] b) Movements in property, plant and equipment
a Movements Works in Land Buildings Plant and : Fixed Motor vehicles |. Land Mining Mine Other assets Total
(int ands of US$) progress qui ions 8. improvement operations development Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2022 6,869,931 351,535 2,768,932 8,497,135 3,324 463,780 3,515,097 3,059,899 4,464,493 455,767 30,449,893 Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and 3,603,401 – – 618 8 – – 418,670 – 82 4,022,779 equipment Depreciation, property, plant and equipment – (2,408) (162,231) (687,029) (1,464) (100,350) (306,733) (669,680) (99,092) (47,671) (2,076,658) Impairment losses recognized in profit or loss for the period (89,410) – – – – – – – – – (89,410) Increase (decrease) through transfers and other changes, property, plant and equipment O EEES due to transfers from construction in progress, property, plant and (2,984,191) 602 352,692 1,228,772 – 63,412 906,804 398,530 32,609 770 Increases (decreases) due to other changes, property, plant and equipment (971,588) (144,457) 238,551 (21,926) (19) (2) 457,899 (25,455) 484,582 34 17,619 IS through transfers and other changes, property, plant and (3,955,779) (143,855) 591,243 1,206,846 (19) 63,410 1,364,703 373,075 517,191 804 17,619 Disposals and retirements of service, property, plant and equipment Retirements, property, plant and equipment (1,910) – (1,053) (6,101) (173) (5,430) – – – (26) (14,693) Disposals and retirements of service, property, plant and equipment (1,910) – (1,053) (6,101) (173) (5,430) – – – (26) (14,693) Increase (decrease) in property, plant and equipment (443,698) (146,263) 427,959 514,334 (1,648) (42,370) 1,057,970 122,065 418,099 (46,811) 1,859,637 Property, plant and equip at end of period Closing bal 12-31-2022 6,426,233 205,272 3,196,891 9,011,469 1,676 421,410 4,573,067 3,181,964 4,882,592 408,956 32,309,530
. ¿Movements Works in Land Buildings Plant and : Fixed Motor vehicles |. Land Mining Mine Other assets Total
(in thousands of US$) progress qui ions 8. improvement operations development Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2021 6,391,278 370,368 2,877,686 8,597,454 5,202 529,737 3,094,164 3,050,266 3,991,916 643,834 29,551,905 Changes in property, plant and equipment NCAA than those resulting from business combinations, property, plant and 2.888.970 – 613 3,143 216 28 482 318,795 1.874 621 3,214,742 Depreciation, property, plant and equipment – (4,815) (175,128) (645,816) (2,018) (100,083) (310,779) (703,986) (118,571) (46,569) (2,107,765) Impairment losses recognized in profit or loss for the period 5,684 – (66,218) (57,760) (15) – (6,006) – – – (124,315) Increase (decrease) through transfers and other changes, property, plant and equipment O EEES due to transfers from construction in progress, property, plant and (2,293,773) – 108,383 569,413 – 38,496 716,474 867.234 (7,572) 1,345 Increases (decreases) due to other changes, property, plant and equipment 29,469 (14,018) 25,120 41,241 (41) (224) 20,810 (472,410) 596,846 (1,458) 225,335 O through transfers and other changes, property, plant and (2,264,304) (14,018) 133,503 610,654 (41) 38,272 737,284 394,824 589,274 (113) 225,335 Disposals and retirements of service, property, plant and equipment Retirements, property, plant and equipment (151,697) – (1,524) (10,540) (20) (4,174) (48) – – (142,006) (310,009) Disposals and retirements of service, property, plant and equipment (151,697) – (1,524) (10,540) (20) (4,174) (48) – – (142,006) (310,009) Increase (decrease) in property, plant and equipment 478,653 (18,833) (108,754) (100,319) (1,878) (65,957) 420,933 9,633 472,577 (188,067) 897,988 Property, plant and equip at end of period Closing bal 12-31-2021 6,869,931 351,535 2,768,932 8,497,135 3,324 463,780 3,515,097 3,059,899 4,464,493 455,767 30,449,893
F-168
Corporación Nacional del Cobre de Chile 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 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.
Capitalized interest costs for the years ended December 31, 2022 and 2021 amounted to ThUS$ 289,501 and ThUS$ 236,693, respectively. The annual capitalization rate was
4.36% and 4.09% at December 31, 2022 and 2021, 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 resorvoirs | 1-1-2021 1-1-2021
12-31-2022 | 12-31-2021 ThUS$ ThUS$ Netincome for the period 59,671 33,106 Cash outflows disbursed 67,904 41,005
The detail of “Other assets” under “Property, plant and equipment” is as follows:
Other assets, net 12-31-2022 | 12-31-2021 ThUus$ ThUS$ Mining properties from the purchase of Anglo American Sur S.A 260,000 260,000 Maintenances and other major repairs 117,569 153,132 Other Assets – Calama Plan 26,388 37,782 Other 4,999 4,853 Other assets, net 408,956 455,767
As of September 30, 2021, as a result of an update of the valuation of the mining properties acquired as part of the purchase of a stake in Anglo American in 2012, it was determined that the value of such asset is ThUS$260,000, which implied the recognition of a value adjustment of ThUS$142,000 in income before taxes.
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 Il. Significant accounting policies 2 ¡), relating to Impairment of property, plant and equipment and intangibles assets, and as indicated in note 21 Asset impairment, as of December 31, 2022, the Corporation recorded an impairment of the value of the Ventanas Smelter assets in the amount of ThUS$89,410 before tax.
F-169 a
Corporación Nacional del Cobre de Chile
CODELCO
As of December 31, 2021, the subsidiary Sociedad de Procesamiento de Molibdeno Ltda. recorded, an impairment of assets in the amount of ThUS$125,483 before taxes (see note
21).
8. Leases
8.1 Right-of-use assets
As of December 31, 2022 and December 31, 2021, the breakdown of the right of use asset
category ¡s:
Detail 12-31-2022 | 12-31-2021 ThUuS$ Thus$
Right-of-use assets, gross 922,837 858,083
Right-of-use assets, accumulated depreciation 516,994 496,544
Total right-of-use assets, net 405,843 361,539
Movements for the years ended December 31, 2022 and December 31, 2021 are as follows:
Reconciliation of changes in Right-of-use Assets 12-31-2022 12-31-2021 (in thousands of US$) ThUS$ ThUS$ Opening balance 361,539 461,040 Increases 202,426 83,679 Depreciation (150,294)| (149,317) Impairment – (1,168) Increase (decrease) due to other changes (7,447) (32,038) Increase (decrease) due to transfers and other changes, property, plant and (7,447) (82,038) equipment
Retirements, right-of-use assets (381) (657) Disposals and retirements of service, property, plant and equipment (381) (657) Total movements 44,304 (99,501) Closing balance 405,843 361,539
The composition by asset class is as follows: : 12-31-2022 | 12-31-2021 Right-of-use assets, net, by asset class TnUS$ TnUS$ Buildings 6,248 8,124 Land 308 95 Plant and equipment 174,688 197,043 Fixtures and fittings 5,897 5,644 Motor vehicles 201,874 141,847 Right-of-use assets 16,828 8,786 Total 405,843 361,539
F-170 a
Corporación Nacional del Cobre de Chile
CODELCO
8.2 Liabilities for current and non-current leases
As of December 31, 2022 and December 31, 2021, the payment commitments for leasing operations are summarized in the following table:
12-31-2022 12-31-2021 Lease
Current and Non-current Gross Interest Equity Gross Interest Equity
ThUus$ ThUuS$ Thus$ ThUus$ ThUuS$ ThUS$ up to 90 days 44,526 (4,674) 39,852 35,744 (2,981) 32,763 more than 90 days up to 1 year 98,947 (13,609) 85,338 87,221 (7,880) 79,341 more than 1 year up to 2 years 106,699 (12,565) 94,134 97,429 (6,906) 90,523 over 2 years up to 3 years 85,401 (9,800) 75,601 62,310 (5,303) 57,007 over 3 years up to 4 years 55,460 (6,642) 48,818 54,482 (5,328) 49,154 over 4 years up to 5 years 27,725 (3,691) 24,034 24,910 (3,016) 21,894 more than 5 years 71,308 (27,216) 44,092 25,906 (4,461) 21,445 Total 490,066 (78,197) 411,869 388,002 (35,875) 352,127
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, 2022 and 2021, is presented in the following table:
1-1-2022 1-1-2021 Lease expense 12-31-2022 | 12-31-2021 ThUS$ ThUS$ Short-term leases 9,633 7,579 Low value assets 827 7,569 Variable leases not included in the measurement of lease liabilities 908,900 1,036,267 TOTAL 919,360 | 1,051,415
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:
Share of Investment value Accrued profit (loss)
Currency 1-1-2022 1-1-2021 Associates Taxpayer ID No. | Functional | 12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021
% % ThUS$ ThUS$ ThUS$ ThUS$ Agua de la Falda S.A. 96.801.450-1 US$ 42.26% 42.26% 4,682 4,988 (304) – Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,827,106 | 2,829,329 43,069 329,175 Inca de Oro S.A. 73.063.022-5 US$ 33.85% 33.85% 12,506 12,670 (162) (118) Kairos Mining S.A. 76.781.030-K US$ 40.00% 40.00% 44 44 – – Minera Purén SCM 76.028.880-2 US$ 35.00% 35.00% 3,338 3,873 (535) (266) Planta Recuperadora de Metales SpA 76.255.054-7 US$ 34.00% 34.00% 16,346 14,360 1,863 2,142 Sociedad Contractual Minera El Abra 96.701.340-4 US$ 49.00% 49.00% 663,301 680,747 8,060 83,912 TOTAL 3,527,323 | 3,546,011 51,991 414,845
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Corporación Nacional del Cobre de Chile a) Associates Agua de la Falda S.A.
As of December 31, 2022, 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,
2022, 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, 2022, 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.
December 31, 2022, Codelco holds a 33.85% ownership interest in this company (PanAust IDO Ltda. has 66.15%).
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.
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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%.
December 31, 2022, 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.
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 considering 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.
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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.
Furthermore, the resources not included in the mining plan (LOM) 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.
As of December 31, 2022, control on Anglo American Sur S.A. is held by Inversiones Anglo American Sur S.A. with 50.06%, while one of the companies that make up the non- controlling interest is Inversiones Mineras Becrux SpA., which is controlled by Codelco with 67.80% of the shares, and which exercises significant influence over Anglo American Sur S.A. with 29.5%.
As of December 31, 2022, the Corporation evaluated the value of its investment in the associate Anglo American Sur S.A., determining that the recoverable amount of this asset approximates its book value, which is ThUS$2,827,107. The determination of the aforementioned recoverable amount is based on a valuation model that combines a discounted cash flow methodology for the valuation of proven and probable reserves and multiples of comparable transactions for the valuation of resources, which is sensitive to certain key assumptions and market variables. A reasonably possible change of a 5 % decrease in copper price projections could represent an impairment of the investment in the associate of ThuS$181,632. A reasonably possible increase in the discount rate of
100 bps could generate an impairment of the investment in the associate of ThUS$132,618.
Changes in the tax and regulatory framework or in the operation of the asset could generate future additional decreases or increases in the recoverable amount of the investment.
Kairos S.A.
Until before November 26, 2012, the Corporation held a 40% stake in conjunction with
Honeywell Chile S.A. who was the majority shareholder with 60% of the capital stock of Kairos Mining S.A.
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On November 26, 2012, the Corporation sold part of its stake to Honeywell Chile SA, which implies that Codelco maintained a 5% interest as of December 31, 2012, while the remaining 95% was held Honeywell Chile S.A. The result of this pre-tax operation was ThUS$ 13.
On June 6, 2019, Codelco purchased 350 shares of Kairos Mining from Honeywell Chile S.A., increasing its participation from 5% to 40%.
December 31, 2022, 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 present the assets and liabilities as of December 31, 2022 and December
31, 2021 of investments in associates, as well as the main movements and their respective results for the years ended December 31, 2022 and 2021.
12-31-2022 | 12-31-2021 ThUS$ ThUs$
Assets and liabilities
Current assets 2,014,837 2,456,750 Non-current assets 6,048,672 5,507,333 Current liabilities 1,188,578 1,282,822 Non-current liabilities 2,146,339 1,927,360
1-1-2022 1-1-2021
Profit (loss) 12-31-2022 | 12-31-2021 ThUS$ ThUs$ Revenue 3,572,351 4,172,304 Ordinary expenses (3,376,515)| (2,847,478) Profit for the period 195,836 1,324,826
1-1-2022 1-1-2021 Movement Investment in Associates| 12-31-2022 | 12-31-2021 ThUS$ ThUS$
Opening balance 3,546,011 | 3,418,958 Contribution 257 193 Dividends (65,445) (291,647) Netincome for the period 51,991 414,845 Comprehensive income (5,268) 9,228 Other (223) (5,566)
Closing balance 3,527,323 | 3,546,011
The following tables detail the assets and liabilities of the significant associates as of December 31, 2022 and 2021, as well as the main movements and their respective results for the years ended December 31, 2022 and 2021:
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Anglo American Sur S.A.
Assets and liabilities 12-31-2022 | 12-31-2021
ThUS$ ThUS$ Current assets 1,230,826 1,596,000 Non-current assets 4,890,300 4,316,000 Current liabilities 1,035,447 | 1,121,000 Non-current liabilities 1,816,705| 1,545,000
1-1-2022 1-1-2021 Profit (loss) 12-31-2022 | 12-31-2021
ThUS$ ThUS$ Revenue 2,758,482 3,426,000 Ordinary expenses and other (2,581,848) | (2,277,000) Profit for the period 176,634| 1,149,000
Sociedad Contractual Minera El Abra
Assets and liabilities 12-31-2022 | 12-31-2021
ThUS$ ThUS$ Current assets 751,431 800,169 Non-current assets 1,027,238 1,048,549 Current liabilities 130,665 145,145 Non-current liabilities 294,330 314,292
1-1-2022 1-1-2021
Profit (loss) 12-31-2022 | 12-31-2021
ThUS$ ThUS$
Revenue 776,810 705,726 Ordinary expenses and other (760,362)] (534,477) Profit for the period 16,448 171,249
b) Additional information on unrealized profits (losses)
Codelco carries out copper purchase and sale operations with Sociedad Contractual Minera El Abra. As of December 31, 2022 and December 31, 2021, the value of finished products under the Inventories caption did not present balances for unrealized profit provision.
As of December 31, 2022 and December 31, 2021, the Corporation has a balance of ThUS$3,920 for unrealized gains on the purchase of LNG terminal use rights from Sociedad Contractual Minera El Abra for TRUS$3.920.
c) Share of profit or loss for the period
The income before tax, corresponding to the proportion on the income of Anglo American Sur S.A. recognized for the period ended December 31, 2022, was a profit of ThuS$
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52,107 (December 31, 2021, profit of ThUS$ 338,955) 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$ 9,038 (December 31, 2021 loss of ThUS$ 9,781) and is being deducted from “Equity in income 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 12-31-2022 12-31-2021 ThUS$ ThUS$ Current assets 433,023 530,415 Non-current assets 3,448,081 3,458,789 Currentliabilites 257,855 608,527 Non-current liabilittes 547,319 478,228
1-1-2022 1-1-2021 Profit (loss) 12-31-2022 12-31-2021 ThUS$ ThUS$ Income 1,571,510 2,096,185 Ordinary expenses and other (1,512,328) (1,822,438) Profit (Loss) 59,182 273,747
11. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as
follows:
12-31-2022 At fair value . a Total financial Classification in statement of financial position through profitor | Amortized cost Hedging derivatives assets
0. Metal futures | Cross currency contracis swap ThUS$ ThUS$ ThUS$ ThUuS$ ThUS$ Cash and cash equivalents 26,806 999,921 1,026,727 Trade and other currentreceivable 2,422,067 964,718 3,386,785 Non – currentreceivable 88,906 88,906 Currentreceivable from relates entities 31,756 31,756 Non – currentreceivable from related entities 224 224 Other current financial assets 1,364 87 1,451 Other non – current financial assets 4,983 100,535 105,518 TOTAL 2,448,873 2,091,872 87 100,535 4,641,367
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As of December 31, 2022, the balance of the caption Other financial assets, current includes ThUS$ 1,315 invested in term deposit instruments with a maturity of more than 90 days. As of December 31, 2021, the amount invested in this type of instrument was ThUS$ 320,275
12-31-2021 Atfair value . oa Total financial Classification in statement of financial position through profitor |Amortized cost Hedging derivatives assets loss Metal futures | Cross currency contracis swap ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Cash and cash equivalents 19,142 1,264,476 – – 1,283,618 Trade and other currentreceivable 3,039,967 1,154,383 – – 4,194,350 Non – currentreceivable – 104,177 – – 104,177 Currentreceivable from relates entities – 156,711 – – 156,711 Non – currentreceivable from related entities – 224 – – 224 Other current financial assets – 320,279 61 – 320,340 Other non – current financial assets – 5,109 – 33,174 38,283 TOTAL 3,059,109 3,005,359 61 33,174 6,097,703
Fair value through profit or loss: As of December 31, 2022 and December 31, 2021, this category includes unfinished product sales invoices. Section 11.2.r.
Amortized cost: lt 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.
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 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, 2022 and December 31, 2021 there were no reclassifications between the different categories of financial instruments.
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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:
12-31-2022 Items Current Non-current Amortized Hedging Total Amortized Hedging Total cost derivatives cost derivatives ThUS$ ThUus$ ThUS$ ThUus$ ThUS$ ThUus$ Loans from financial entities 8,545 – 8,545 970,160 – 970,160 Bond obligations 452,154 – 452,154 15,527,518 – 15,527,518 Hedging obligations – 9,738 9,738 – 127,786 127,786 Other financial liabilites – – – 63,659 – 63,659 Total 460,699 9,738 470,437 16,561,337 127,786 16,689,123
12-31-2021 Items Current Non-current os demas | | demas ThUS$ ThUus$ ThUS$ ThUus$ ThUS$ ThUus$ Loans from financial entities 18,003 – 18,003 969,416 – 969,416 Bond obligations 557,411 – 557,411 15,696,670 – 15,696,670 Hedging obligations – 29,789 29,789 – 186,611 186,611 Other financial liabilites – – – 50,943 – 50,943 Total 575,414 29,789 605,203 16,717,029 186,611 16,903,640
– 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 total amount owed to Oriente Copper Netherlands B.V. was paid in full.
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Bond obligations:
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 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 and December 16, 2020, principal was paid for an amount of ThUS$665,226, ThUS$247,814,ThUS$9,979 and ThUS$14,361 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 (¡) 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,October 8 and 22, 2019, and December 16, 2020 principal was paid in the amounts of ThUS$412,514, ThUS$314,219, ThUS$106,972, ThUS$3,820 and thUS$83,852 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%.
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 and October 8 and 22,
2019principal in the amounts of ThUS$162,502, ThUS$228,674 and ThUS$270, ThUS$23,128 and ThUS$555 respectively, was paid. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThUS$131,000, reaching a total of ThUS$465,871 with an annual coupon of 4.50%. On December 16, 2020 and October 22, 2021, principal was amortized in the amount of ThUS$79,688 and ThUS$157,965 respectively, reaching a total of ThUS$228,218.
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
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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 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 October 22, 2021, capital was amortized in the amount of TAREUR$200,116, reaching a total of ThEUR$399,884.
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, capital was amortized in the amount of ThUS$392,499. On January 7, 2021, capital was amortized in the amount of ThUS$5,000. On October 22, 2021, principal was amortized in the amount of ThUS$273,867, reaching a total amount of ThUS$397,235.
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.
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, 2020and January 7, 2021, principal was paid in the amount of thUS$ 227,154 and ThUS$5,000 respectively. The other portion contemplates a maturity date of August 1,
2047, corresponding to an amount of ThUS$ 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
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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.
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.
On September 30, 2019, Codelco launched a tender offer for bonds maturing between 2020 and 2023, in which a repurchase amount of US$152 million was reached.
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 and October 22, 2021, a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUS$780,000, respectively, reaching a total amount of ThUS$2,780,000 with a coupon of 3.70% per annum.
On October 22, 2021, together with the aforementioned capital increase of ThUS$ 780.000 of the international bond maturing in 2050, a process of repurchase of bonds maturing in 2023 and 2025 in the amount of ThUS$431,832 and the repurchase of a Euro bond in the amount of MEUR$200,116 maturing in 2024 was concluded.
The effect recognized in income associated with this refinancing was a charge of US$23 million in after-tax income for the year 2021.
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
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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$500 million) were used to refinance old debt. The average nominal rate of the refinanced funds decreased from 4.08% to 3.15%.
As of December 31, 2022 and 2021, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
Financial debt commissions and expenses:
Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
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CODELCO
As of December 31, 2022, the details of loans from financial institutions and bond obligations are as follows:
12-31-2022 : . Current Non-current Taxpayer ID No. Country . Loans from Institution Maturity Interest rate | Currency Amount Type of Payment of : Nominal : Effective balance balance financial entities contracted amortization Interest interest rate | interest rate ThUS$ ThUS$ Foreign Panama Bilateral Credit o namercano de 12-18-2026 | – Variable US$ 75,000,000| Vencimiento | Semestral 6.38% 6.60% 133 74,629 Foreign USA Bilateral Credit [Export Dev. Canada 08-12-2027 Variable US$ 300,000,000| Vencimiento Trimestral 5.80% 5.85% 2,320 299,365 Foreign USA Bilateral Credit [Export Dev. Canada 10-25-2028 Variable US$ 300,000,000| Vencimiento Trimestral 5.57% 5.73% 3,111 298,900 Foreign USA Bilateral Credit [Export Dev. Canada 07-25-2029 Variable US$ 300,000,000| Vencimiento Trimestral 5.59% 5.83% 2,981 297,266 TOTAL 8,545 970,160 : . Current Non-current Bond obligations Country of Registration Maturity Interest rate | Currency Amount Type of Payment of . Nominal . Effective balance balance contracted amortization Interest interest rate | interest rate ThUS$ ThUS$
144-A REG.S Luxemburgo 08-13-2023 Fixed US$ 750,000,000 | At Maturity Semi-annual 4.50% 4.37% 232,331 –
144-A REG.S Luxemburgo 07-09-2024 Fixed EUR 600,000,000 | At Maturity Annual 2.25% 2.47% 4,600 426,391 BCODE-B Chile 04-01-2025 Fixed UF. 6,900,000 | At Maturity Semi-annual 4.00% 3.24% 2,831 287,127
144-A REG.S Luxemburgo 09-16-2025 Fixed US$ 2,000,000,000 | At Maturity Semi-annual 4.50% 4.74% 5,214 394,811 BCODE-C Chile 08-24-2026 Fixed UF. 10,000,000 | At Maturity Semi-annual 2.50% 1.78% 3,596 419,382
144-A REG.S Luxemburgo 08-01-2027 Fixed US$ 1,500,000,000 | At Maturity Semi-annual 3.63% 4.18% 19,150 1,238,644 REG.S Luxemburgo 08-23-2029 Fixed US$ 130,000,000 | At Maturity Semi-annual 2.87% 2.97% 1,326 129,182
144-A REG.S Luxemburgo 09-30-2029 Fixed US$ 1,100,000,000 | At Maturity Semi-annual 3.00% 3.14% 8,342 1,090,629
144-A REG.S Luxemburgo 01-14-2030 Fixed US$ 1,000,000,000 | At Maturity Semi-annual 3.15% 3.28% 14,613 991,678
144-A REG.S Luxemburgo 01-15-2031 Fixed US$ 800,000,000 | At Maturity Semi-annual 3.75% 3.79% 13,833 797,556 REG.S Luxemburgo 11-07-2034 Fixed HKD 500,000,000 | At Maturity Annual 2.84% 2.92% 274 63,587
144-A REG.S Luxemburgo 09-21-2035 Fixed US$ 500,000,000 | At Maturity Semi-annual 5.63% 5.78% 7,813 493,130
144-A REG.S Luxemburgo 10-24-2036 Fixed US$ 500,000,000 | At Maturity Semi-annual 6.15% 6.22% 5,723 496,932 REG.S Luxemburgo 07-22-2039 Fixed AUD 70,000,000 | At Maturity Annual 3.58% 3.65% 754 47,258
144-A REG.S Luxemburgo 07-17-2042 Fixed US$ 750,000,000 | At Maturity Semi-annual 4.25% 4.41% 14,521 734,833
144-A REG.S Luxemburgo 10-18-2043 Fixed US$ 950,000,000 | At Maturity Semi-annual 5.63% 5.76% 10,836 934,639
144-A REG.S Luxemburgo 11-04-2044 Fixed US$ 980,000,000 | At Maturity Semi-annual 4.88% 5.01% 7,564 962,650
144-A REG.S Luxemburgo 08-01-2047 Fixed US$ 1,250,000,000 | At Maturity Semi-annual 4.50% 4.73% 23,438 1,208,467
144 – REG.S Taiwán 05-18-2048 Fixed US$ 600,000,000 | At Maturity Semi-annual 4.85% 4.91% 3,476 594,778
144-A REG.S Luxemburgo 02-05-2049 Fixed US$ 1,300,000,000 | At Maturity Semi-annual 4.38% 4.97% 23,066 1,188,182
144-A REG.S Luxemburgo 01-30-2050 Fixed US$ 2,680,000,000 | At Maturity Semi-annual 3.70% 3.92% 41,591 2,579,805
144-A REG.S Luxemburgo 01-15-2051 Fixed US$ 500,000,000 | At Maturity Semi-annual 3.15% 3.75% 7,262 447,857 TOTAL 452,154 15,527,518
Nominal and effective interest rates presented above correspond to annual rates.
F-184
Corporación Nacional del Cobre de Chile
CODELCO
As of December 31, 2021, the details of loans from financial institutions and bond obligations are as follows:
12-31-2021 . : : . Current Non-current Taxpayer ID No. Country Loans from financial Institution Maturity Interest Currency Amount Type of amortization Payment of . Nominal . Effective balance balance entities rate contracted Interest interest rate | interest rate ThUS$ ThUS$ . Hal£yearly principal Foreign Japón Bilateral Credit on International 05-24-2022 | Variable | US$ 224,000,000|payments from 2015 to | Semi-annual | 0.69% 0.85% 16,001 the maturity of Foreign [Panama Bilateral Credit o tnamercano de | 1218-2026 | Variable | US$ 75,000,000| At Maturivy Semi-annual | 1.52% 1.66% 28 74,547 Foreign EE.UU Bilateral Credit Export Dev. Canada 08-12-2027 | Variable US$ 300,000,000| At Maturity Quarterly 1.27% 1.34% 520 299,230 Foreign EE.UU Bilateral Credit Export Dev. Canada 10-25-2028 | Variable US$ 300,000,000| At Maturity Quarterly 1.34% 1.43% 748 298,723 Foreign EE.UU Bilateral Credit Export Dev. Canada 07-25-2029 | Variable US$ 300,000,000| At Maturity Quarterly 1.34% 1.50% 706 296,916 TOTAL 18,003 969,416 : . Current Non-current Bond obligations Country of Registration Maturity Interest Currency Amount Type of amortization Payment of . Nominal . Effective balance balance rate contracted Interest interest rate | interest rate
ThUS$ ThUS$
144-A REG.S Luxemburgo 07-17-2022 | Fixed US$ 1,250,000,000 [At Maturity Semi-annual 3.00% 3.13% 332,870 –
144-A REG.S Luxemburgo 08-13-2023 | Fixed US$ 750,000,000 [At Maturity Semi-annual 4.50% 4.36% 5,693 228,670
144-A REG.S Luxemburgo 07-09-2024 | Fixed EUR 600,000,000 [At Maturity Annual 2.25% 2.47% 4,880 449,817 BCODE-B Chile 04-01-2025 | Fixed U.F. 6,900,000 [At Maturity Semi-annual 4.00% 3.24% 2,574 259,036
144-A REG.S Luxemburgo 09-16-2025 | Fixed US$ 2,000,000,000 [At Maturity Semi-annual 4.50% 4.75% 5,263 393,990 BCODE-C Chile 08-24-2026 | Fixed U.F. 10,000,000 [At Maturity Semi-annual 2.50% 2.47% 3,196 378,561
144-A REG.S Luxemburgo 08-01-2027 | Fixed US$ 1,500,000,000 [At Maturity Semi-annual 3.63% 4.18% 19,108 1,232,979 REG.S Luxemburgo 08-23-2029 | Fixed US$ 130,000,000 [At Maturity Semi-annual 2.87% 2.97% 1,318 129,072
144-A REG.S Luxemburgo 09-30-2029 | Fixed US$ 1,100,000,000 [At Maturity Semi-annual 3.00% 3.14% 8,387 1,089,401
144-A REG.S Luxemburgo 01-14-2030 | Fixed US$ 1,000,000,000 [At Maturity Semi-annual 3.15% 3.28% 14,295 990,643
144-A REG.S Luxemburgo 01-15-2031 | Fixed US$ 800,000,000 [At Maturity Semi-annual 3.75% 3.79% 13,859 797,301 REG.S Luxemburgo 11-07-2034 | Fixed HKD 500,000,000 [At Maturity Annual 2.84% 2.92% 274 63,549
144-A REG.S Luxemburgo 09-21-2035 | Fixed US$ 500,000,000 [At Maturity Semi-annual 5.63% 5.78% 7,847 492,772
144-A REG.S Luxemburgo 10-24-2036 | Fixed US$ 500,000,000 [At Maturity Semi-annual 6.15% 6.22% 5,745 496,794 REG.S Luxemburgo 07-22-2039 | Fixed AUD 70,000,000 [At Maturity Annual 3.58% 3.65% 806 50,284
144-A REG.S Luxemburgo 07-17-2042 | Fixed US$ 750,000,000 [At Maturity Semi-annual 4.25% 4.41% 14,465 734,351
144-A REG.S Luxemburgo 10-18-2043 | Fixed US$ 950,000,000 [At Maturity Semi-annual 5.63% 5.76% 10,864 934,264
144-A REG.S Luxemburgo 11-04-2044 | Fixed US$ 980,000,000 [At Maturity Semi-annual 4.88% 5.01% 7,523 962,219
144-A REG.S Luxemburgo 08-01-2047 | Fixed US$ 1,250,000,000 [At Maturity Semi-annual 4.50% 4.73% 23,387 1,207,588
144 – REG.S Taiwán 05-18-2048 | Fixed US$ 600,000,000 [At Maturity Semi-annual 4.85% 4.91% 3,457 594,676
144-A REG.S Luxemburgo 02-05-2049 | Fixed US$ 1,300,000,000 [At Maturity Semi-annual 4.38% 4.97% 22,873 1,186,122
144-A REG.S Luxemburgo 01-30-2050 | Fixed US$ 2,680,000,000 [At Maturity Semi-annual 3.70% 3.93% 41,495 2,577,759
144-A REG.S Luxemburgo 01-15-2051 | Fixed US$ 500,000,000 |At Maturity Semi-annual 3.15% 3.75% 7,232 446,822 TOTAL 557,411 15,696,670
Nominal and effective interest rates presented above correspond to annual rates.
F-185
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:
12-31-2022 CURRENT NON-CURRENT Name Type of Interest rate Interestrate Type of Less than: Over Total One to Three to Over Total non- creditor currency effective nominal amortization 90 days 90 days current three years five years five years current
Banco Latinoamericano de Comercio US$ 6.60% 6.38% Semi-annual – 4,849 4,849 9,711 79,809 – 89,520 ExportDev. Canada US$ 5.85% 5.80% Quarterly 4,350 13,049 17,399 34,798 330,448 – 365,246 ExportDev. Canada US$ 5.73% 5.57% Quarterly 4,227 12,680 16,907 33,951 33,905 316,999 384,855 ExportDev. Canada US$ 5.83% 5.59% Quarterly – 8,476 8,476 34,045 33,999 338,098 406,142
BONO 144-A REG.S 2023 US$ 4.37% 4.50% Semi-annual 5,135 233,353 238,488 – – – BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 8,938 8,938 17,876 432,986 – – 432,986 BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919 1,359,765 – 1,451,684 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 137,459 152,377 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,166,000 1,298,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,078,750 1,204,750 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 905,000 1,025,000 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 725,000 837,500 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 776,750 899,750 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,228,125 1,355,625 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875 1,805,000 2,018,750 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,792,175 1,983,275 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,375,000 2,600,000 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,196,550 1,312,950 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,522,813 2,750,313 BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 4,911,100 5,307,740 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 870,125 933,125 Total MUS$ 238,764 658,522 897,286 1,732,064 2,932,580 22,144,944 26,809,588 BONO BCODE-B 2025 U.F. 3.24% 4,00% Semi-annual 138,000 138,000 276,000 7,314,000 – – 7,314,000 BONO BCODE-C 2026 U.F. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 496,913 10,248,457 – 10,745,370 Total U.F. 262,228 262,228 524,456 7,810,913 10,248,457 – 18,059,370 Subtotal MUS$ 10,758 10,758 21,516 320,436 420,435 – 740,871 | BONO 144-A REG.S 2024 | EUR | 2.47% | 2.25% Anual – 8,997,390 8,997,390 8,997,390| 399,884,000 -| 408,881,390 Subtotal MUS$ – 9,629 9,629 9,629 427,960 – 437,589 | BONO REG.S 2039 | AUD | 3.65% | 3.58% Anual – 2,506,000 2,506,000 5,012,000 5,012,000| 100,072,000| 110,096,000 Subtotal MUS$ – 1,707 1,707 3,414 3,414 68,170 74,998 | BONO REG.S 2034 | HKD | 2.92% | 2.84% Anual – 14,200,000 14,200,000 28,438,904 28,400,000| 599,477,808| 656,316,712 Subtotal MUS$ – 1,820 1,820 3,646 3,641 76,855 84,142 Total MUS$ 249,522 682,436 931,958 2,069,189 3,788,030 22,289,969 28,147,188
Nominal and effective interest rates presented above correspond to annual rates.
F-186 ( )
CODELCO
Corporación Nacional del Cobre de Chile
12-31-2021 CURRENT NON-CURRENT Creditor Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- name currency effective nominal amortization 90 days 90 days current three years five years five years current Japan Bank International Cooperation US$ 0.85% 0.69% Semi-annual – 16,056 16,056 – – – – Banco Latinoamericano de Comercio US$ 1.66% 1.52% Semi-annual – 1,153 1,153 2,310 77,297 – 79,607 Export Dev. Canada US$ 1.34% 1.27% Quarterly 976 2,896 3,872 7,753 7,743 302,896 318,392 Export Dev Canada US$ 1.43% 1.34% Quarterly 1,030 3,057 4,087 8,185 8,174 308,174 324,533 Export Dev Canada US$ 1.50% 1.34% Quarterly – 1,030 1,030 – 8,185 314,242 322,427 BONO 144-A REG.S 2022 US$ 3.13% 3.00% Semi-annual 4,929 333,552 338,481 – – – – BONO 144-A REG.S 2023 US$ 4.36% 4.50% Semi-annual 5,135 5,135 10,270 238,488 – – 238,488 BONO 144-A REG.S 2025 US$ 4.75% 4.50% Semi-annual 8,938 17,876 26,814 – 415,111 – 415,111 BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 – 91,919 1,313,805 1,405,724 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 141,189 156,107 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,199,000 1,331,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,110,250 1,236,250 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 935,000 1,055,000 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 753,125 865,625 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 807,500 930,500 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,260,000 1,387,500 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875 1,858,438 2,072,188 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,839,950 2,031,050 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,431,250 2,656,250 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,225,650 1,342,050 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,579,688 2,807,188 BONO 144-A REG.S 2050 US$ 3.93% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 5,010,260 5,406,900 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 885,875 948,875 Total MUS$ 237,122 757,932 995,054 1,351,390 1,703,083 24,276,292 27,330,765 BONO BCODE-B 2025 UF. 3.24% 4.00% Semi-annual 138,000 138,000 276,000 552,000 7,038,000 – 7,590,000 BONO BCODE-C 2026 UF. 2.47% 2.50% Semi-annual 124,228 124,229 248,457 496,913 10,496,914 – 10,993,827 Total U.F. 262,228 262,229 524,457 1,048,913 17,534,914 – 18,583,827 Subtotal MUS$ 9,621 9,621 19,242 38,485 643,357 – 681,842 | BONO 144-A REG.S 2024 | EUR | 2.47% | 2.25% Anual – 8,997,390 8,997,390 17,994,780| 399,884,000 -| 417,878,780 Subtotal MUS$ – 10,179 10,179 20,358 452,409 – 472,767 | BONO REG.S 2039 | AUD | 3.65% | 3.58% Anual – 2,506,000 2,506,000 5,012,000 5,012,000 102,578,000| 112,602,000 Subtotal MUS$ – 1,816 1,816 3,633 3,633 74,349 81,615 | BONO REG.S 2034 | HKD | 2.92% | 2.84% Anual – 14,200,000 14,200,000 28,438,904 28,400,000| 613,677,808| 670,516,712 Subtotal MUS$ – 1,821 1,821 3,646 3,641 78,680 85,967 Total MUS$ 246,743 781,369 1,028,112 1,417,512 2,806,123 24,429,321 28,652,956
Nominal and effective interest rates presented above correspond to annual rates.
F-187
Corporación Nacional del Cobre de Chile [elo xx Koo]
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 As of December 31,
2022, and 2021:
Changes that do not represent cash flow . : Debt expense o Financial . : : Opening balance at Cash flows of financing activities costs Exchange Fair value | deferred in Other Closing balance Liabilities for 1-1-2022 (1 difference | adjustment | amortized at 12-31-2022 financing activities cost From Used Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUs$ ThUS$ ThUS$ ThUs$ ThUS$ Loans from financial entities 987,419 – (39,565) (39,565) 30,069 – – 754 28 978,705 Bond obligations 16,254,081 – (985,946) (985,946) 658,553 45,740 – – 7,244 15,979,672 Hedging obligations 186,320 – (24,457) (24,457) 18,032 27,506 (40,238) – (33,164) 133,999 Dividends paid – (259,900 (259,900) – – – – – – Financial assets for hedge derivatives (33,174) – – – (73,246) (33,425) – 39,310 (100,535) Leases 352,127 – (141,780) (141,780) 25,036 13,175 – 163,311 411,869 Other 50,943 – (52,619) (52,619) – – – – 65,335 63,659 Total liabilities on financing activities 17,797,716 – | (1,504,267)| (1,504,267)| 731,690 13,175 (73,663) 754 | 242,064 17,467,369 Changes that do not represent cash flow . : Debt expense oa . Financial . . .
Liabilities for Opening balance at Cash flows of financing activities costs Exchange Fair value | deferred in Other Closing balance financing activities 1-1-2021 (1 difference | adjustment | amortized at 12-31-2021 cost From Used Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Thus$ ThUS$ ThUS$ Thus$ ThUS$
Loans from financial entities 1,570,442 – (588,253) (588,253) 24,074 – 1,494 (20,338) 987,419 Bond obligations 16,506,214 780,000 | (1,558,758)] (778,758) 670,017 (113,143) – – (30,249) 16,254,081 Hedging obligations 129,208 – (62,960) (62,960) 25,316 84,188 8,828 – 1,740 186,320 Dividends paid – (2,033,206) (2,033,206, – – – – – – Financial assets for hedge derivatives (127,502) – – – – 28,975 58,189 – 7,164 (33,174) Leases 485,008 – (138,668) (138,668) 18,206 (38,535) – 26,116 352,127 Other 56,469 – (177,292) (177,292) – – – – 171,766 50,943 Total liabilities on financing activities 18,619,839 780,000 | (4,559,137)| (3,779,137)] 737,613 (88,515) 67,017 1,494 | 156,199 17,797,716
(1) The finance costs consider the capitalization of interest, which, as of December 31, 2022 and 2021, amounted to ThUS$ 289,501 and ThUS$ 236,693 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.
Regarding financial liabilities, the following table shows a comparison as of December 31,
2022 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 | Book value | Fair value As of December 31, 2022 . for valuation ThUS$ ThUS$ Einancial liabilities: Bond obligations Amortized cost 15,979,672 | 14,469,694
F-188
Corporación Nacional del Cobre de Chile
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 December 31, 2022:
Financial assets and liabilities at fair value o : 12-31-2022 classified by hierarchy Level 1 Level 2 Level 3 Total ThUS$ ThUS$ ThUS$ ThUS$ Financial assets: Hybrid contracts with non-finalized price – 2,422,067 – 2,422,067 Cross currency swap – 100,535 – 100,535 Mutual funds shares 26,806 – – 26,806 Metal futures contracts 87 – – 87 Financial liabilities: Metal futures contracts 2,676 849 – 3,525 Cross currency swap – 133,999 – 133,999
There were no transfers between the different levels of market hierarchy for the reporting period.
F-189
Corporación Nacional del Cobre de Chile [elo xx Koo]
15. Trade and other accounts payable
a. Details of trade accounts payable, sundry accounts payable and other current accounts payable are shown in the following table:
Current Liabilities Item 12-31-2022 | 12-31-2021 ThUS$ ThUS$ Trade creditors 1,554,222 1,262,221 Payables to employees 20,925 19,691 Withholdings 94,742 97,252 Withholding taxes 18,985 48,139 Other accounts payable 90,664 70,126 Total 1,779,538 1,497,429
Trade creditors mainly include operating accounts payable, and obligations associated with investment projects. b. The following is a schedule of maturities of payments to trade creditors as of December
31, 2022, and December 31, 2021:
As of December 31, 2022 Amounts according to payment terms Average Creditors with current due date Urtoso labo | 61-90 | 91-120 | 121-365 | UU | rota payment days over : period Goods 690,136 216 87 – – – 690,439 15.2 Services 628,575 7,106 131 – – – 635,812 16.6 Other 190,525 1,201 13 – – – 191,739 11.7 Total 1,509,236 8,523 231 – – -| 1,517,990 16.5 As of December 31, 2022 Amounts according to payment terms Average Suppliers with overdue payments o 31-60 61-90 91-120 | 121-365 ome Total payment period Goods 16,642 509 1,104 712 776 260 20,003 527.3 Services 3,830 2,410 1,230 377 1,524 406 9,777 353.1 Other 218 266 255 253 117 5,343 6,452 480.1 Total 20,690 3,185 2,589 1,342 2,417 6,009 36,232 351.2 As of December 31, 2021 Amounts according to payment terms Average Creditors with current due date Urtoso labo | 61-90 | 91-120 | 121-365 | M4 | rota payment days over : period Goods 523,424 150 49 30 24 – 523,677 15.0 Services 566,639 6,443 195 118 95 – 573,490 15.6 Other 137,003 1,158 – 71 – – 138,232 13.2 Total 1,227,066 7,751 244 219 119 – | 1,235,399 15.1 As of December 31, 2021 Amounts according to payment terms Average Suppliers with overdue payments o 31-60 61-90 91-120 | 121-365 ome Total payment period Goods 4,276 795 166 126 504 2,404 8,271 301.5 Services 6,513 2,182 651 115 2,432 1,436 13,329 338.4 Other 246 147 288 347 303 3,891 5,222 266.8 Total 11,035 3,124 1,105 588 3,239 7,731 26,822 285.3
F-190
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
12-31-2022 12-31-2021 12-31-2022 12-31-2021 ThUS$ ThUS$ ThUS$ ThUS$
Sales-related provisions (1) 17,554 8,627 Operating (2) 575,525 523,177 Law No. 13196 129,582 151,509 Other provisions 39,004 58,714 604 496 Closure, decommissioning and restoration (3) – – 2,611,117 2,407,814 Legal proceedings – – 68,007 49,275
Total 761,665 742,027 2,679,728 2,457,585 (1) Corresponds to sales-related accruals, which includes charges for freight, loading, and unloading that were not invoiced at the end of the year.
(2) Corresponds to provisions made for customs duties, freight for acquisitions and electricity, among others.
(3) Corresponds to provisions for future closure costs related mainly to tailings dams, mine site closures and other assets. This cost value is calculated at discounted present value, using flows associated with plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine “LOM” of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated with the liability being determined, except those included in the cash flows.
Below is a table with the discount rates used:
Division 12-31-2022 12-31-2021 Local Currency [Dollar Currency |Local Currency [Dollar Currency Rate Rate Rate Rate
Gabriela Mistral 1.65% 2.83% 2.28% 0.51% Andina 1.65% 2.81% 2.64% 1.10% Ministro Hales 1.65% 2.81% 2.64% 1.10% Chuquicamata 1.66% 2.78% 2.73% 1.37% Radomiro Tomic 1.66% 2.76% 2.83% 1.56% Salvador 1.66% 2.16% 2.83% 1.56% Teniente 1.66% 2.69% 2.93% 1.78% Fundición Ventanas 1.66% 2.69% 2.93% 1.78%
The Corporation determines and recognizes this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
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Corporación Nacional del Cobre de Chile
Changes in Other provisions, were as follows:
1-1-2022
12-31-2022 Other o Movements UN Provision for : : Provisions, . Contingencies Total site closure non-current ThUS$ ThUS$ LES ThUS$ Opening balance 496 2,407,814 49,275 2,457,585 Closing provision adjustment 15,310 – 15,310 Financial expenses 47,964 – 47,964 Payment of liabilities – – (7,024) (7,024) Exchange rate difference (1) 144,921 6,331 151,251 Other increases (decreases) 109 (4,892) 19,425 14.642 Closing balance 604 2,611,117 68,007 2,679,728
112021
12312021 Other [Decommissioni Changes os : : provisions, ng and Contingencies Total non-current| restorations ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 468 2,232,942 61,097 2,294,507 Closing provision adjustment 226,631 – 226,631 Financial expenses 24,105 – 24,105 Payment of liabilities – – (6,934) (6,934) Foreign currency translation (22) (74,600) (7,380) (82,002) Other increases (decreases) 50 (1,264) 2,492 1,278 closing balance 496 2,407,814 49,275 2,457,585
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. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs. Both benefits operate within the regulatory framework set forth in the collective bargaining or other agreements between 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.
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Corporación Nacional del Cobre de Chile
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.
During the year ended of December 31, 2022, there were no relevant modifications to the post-employment benefit plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
Assumptions 12-31-2022 12-31-2021 Retirement Health plan Retirement Health plan plan plan Annual nominal discount rate 5.33% 5.33% 5.89% 5.89% Voluntary Annual Turnover Rate for Retirement (Men) 5.10% 5.10% 5.50% 5.50% Voluntary Annual Turnover Rate for Retirement (Women) 6.00% 6.00% 6.20% 6.20% Salary Increase (real annual average) 4.64% 4.64% 3.98% 0.00% Future rate of long-term inflation 3.60% 3.60% 3.10% 3.10% Expected inflation health care rate – 6.40% 0 5.88% Mortality tables used for projections CB14-RV14 | CB14-RV14 | CB14-RV14 | CB14-RV14 Average duration of future cash flows (years) 8.50 15.40 10.03 16.55 Expected Retirement Age (Men) 60 60 60 60 Expected Retirement Age (Women) 58 58 58 58
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The projected annual inflation corresponds to an awareness above the long- term target publicly declared by the Central Bank of Chile and ¡is derived from the market expectation as of December 31, 2022. The rotation rates have been determined after reviewing the Corporation’s own experience by studying the cumulative behavior of outflows over the last three years with respect to the current allocations. 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 financial duration of the liabilities corresponds to the average maturity of the payment flows of the respective defined benefits.
b. The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows:
Employee benefits provisions Current Non-current
12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 ThUuS$ ThUus$ ThUuS$ ThUusS$ Employees’ collective bargaining agreements 196,256 185,708 – – Severance indemnities 29,047 19,447 562,126 532,044 Bonus 60,758 52,288 – – Vacation 175,957 141,683 – – Medical care programs (1) 383 358 463,883 388,697 Retirement plans (2) 64,654 4,346 7,703 7,518 Other 17,234 15,493 7,405 6,283 Total 544,289 419,323 1,041,117 934,542
F-193
Corporación Nacional del Cobre de Chile (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 balances of the provisions for post-employment benefits is presented below:
1-1-2022 1-1-2021
12-31-2022 12-31-2021 Movements IN Health plan |Retirement plan| Health plan ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 551,491 389,055 649,780 607,994 Service cost 112,489 15,258 76,572 15,402 Finance cost 13,242 9,645 6,219 5,773 Paid contributions (30,720) (49,045) (55,747) (41,112) Actuarial (gains) losses (52,992) 61,862 (20,341) (132,625) Subtotal 593,510 426,775 656,483 455,432 (Gains) Losses on foreign exchange rate (2,337) 37,491 (104,992) (66,377) Closing balance 591,173 464,266 551,491 389,055
The balance of the defined benefit liability as of December 31, 2022, comprises a portion of ThUS$ 29,047 and ThUS$ 383 for the severance indemnity and the medical care plan, respectively. As of December 31, 2023, a balance of ThUS$ 625,353 has been projected for the provision for severance indemnities and ThUS$ 448,430 for health benefits The flows of compensation payments during the next twelve months reach an expected monthly average of ThuS$ 2,421 for severance indemnities and ThUS$ 32 for health benefit plans.
Actuarial results are composed of the following items
12-31-2022 12-31-2021 Retirement | Health | Retirement | Health Technical remeasurements plan plan plan plan
ThUS$ | ThUus$ | ThUsS$ ThUS$ Revaluation of demographic assumptions (1,071) – (1,173)| (18,658) Revaluation of financial assumptions (50,388)| 58,550 (19,156)| (94,747) Revaluation by experience (1,533) 3,312 (12) (19,220) Total net effect (52,992)| 61,862 (20,341)| (132,625)
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 or increase on the book balance of these provisions:
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Corporación Nacional del Cobre de Chile
Severance benefits for years of service Low Medium High Reduction | Increase Financial effect on interest rates 5.08% 5.33% 5.58% 1.14% -1.08% Financial effect on the real increase in income 4,39% 4.64% 4,89% -0.97% 1.02% Demographic effect of job rotations 4.69% 5.19% 5.69% 1.45% -2,58% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile 25.00% -0.05% 0.08%
Health benefits and other Low Medium High Reduction | Increase Financial effect on interest rates 5.08% 5.33% 5.58% 2.99% -2.84% Financial effect on health inflation 5.90% 6.40% 6.90% -2.41% 2.52% Demographic effect, planned retirement age 58 56 60 58 62 60 4,08% -4,05% Demographic effect on mortality tables -25.00% | CB14-RV14, Chile 25.00% 9.48% -6.52%
c) Provisions for early retirement plans and termination bonuses
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.
As of December 31, 2022 and 2021, there is a current balance of ThUS$64,654 for early retirement and conflict termination bonuses of which ThUS$48,266 correspond to the provision for the cost of the special retirement plan for workers of the Ventanas Smelter recognized in 2022 (for reasons explained in note No. 29 b) x)) and ThUS$4,346 correspond to conflict termination bonuses respectively. Related non-current balances amount to ThUS$7,703 and ThUS$7,518, respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of December 31, 2022 and 2021.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
1-1-2022 1-1-2021 Expense by Nature of Employee Benefits 12-31-2022 12-31-2021 ThUS$ ThUS$ Benefits – Shortterm 1,429,458 1,414,643 Benefits – Post employment 15,258 15,402 Early retirement plans and conflict termination bonuses 72,555 24,157 Benefits for years of service 112,489 76,572 Total 1,629,760 1,530,774
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Corporación Nacional del Cobre de Chile
18. Equity
The Corporation’s total equity as of December 31, 2022 is ThUS$ 11,654,565 (ThUS$
11,574,901 as of December 31)
In accordance with article 6 of Decree Law No. 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.
On June 22, 2022, the Ministry of Finance agreed with the Corporation to a four-year average reinvestment plan of 30% of profits between 2021 and 2024, which will significantly contribute to the financing of Codelco’s investment plan, while considerably reducing its debt requirements. Consistent with the above, on the same date the Ministry of Finance issued exempt decree No. 194 authorizing the Corporation to allocate up to ThUS$582,750 of the net income from the balance sheet for the year 2021 . These resources will be paid out of 2022 and 2023 earnings (see note No. 34), prior to the absorption of excess dividends paid in advance from previous years and interim dividends for 2022.
As of December 31, 2022, a capitalization and reserve fund has been created amounting to ThUS$345,589.
During the year ended December 31, 2021, payments were made to the Treasury for a total of ThUuS$ 2,033,206 for advance dividends charged to the profits of the period, which discounted from the dividends paid in excess in 2020, reflect a balance in favor of ThUS$249,943 as of December 31, 2021 for such concept.
In the months of May and June 2022, dividends totaling ThUS$ 259,900 have been paid. As of December 31, 2022, no dividends payable are recognized in respect of earnings for the period from January to December 2022.
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$ 980 and a loss of TRUS$ 5,594 for the years ended December 31, 2022 and
2021, respectively.
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Corporación Nacional del Cobre de Chile a) Other reserves
Details of other equity reserves are shown in the following table, according to the dates
indicated for each case.
Other reserves 12-31-2022 | 12-31-2021 ThUus$ ThUS$
Reserve on exchange differences on translation (7,030) (6,221) Reserve of cash flow hedges 3,831 (31,254) Capitalization fund and reserves 5,307,983 4,962,393 Actuarial results reserve in defined benefit plans (262,465) (259,573) Fixed asset revaluation reserve Law 18110 year 1982 624,567 624,567 Other reserves (7,460) (3,506) Total other reserves 5,659,426 5,286,406 b) 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 Equity Profit
12-31-2022 | 12-31-2021 | 12-31-2022 | 12-31-2021 | 1-1-2022 1-1-2021
12-31-2022 | 12-31-2021 % % ThUS$ ThUS$ ThUS$ ThUS$ Inversiones Gacrux SpA 32.20% 32.20% 914,073 946,389 16,000 108,867 Other 10 23 (18) 15 Total 914,083 946,412 15,982 108,882
The percentage of non-controlling interest in Inversiones Mineras Becrux SpA (previously Inversiones Mineras Acrux SpA) generates a non-controlling interest in the subsidiary Inversiones Gacrux SpA, which presents the following figures relating to its statement of
financial position, statement of income and cash flows:
Assets and liabilities 12-31-2022 12-31-2021 ThUS$ ThUS$ Current assets 159,164 304,053 Non-current assets 2,827,107 2,829,329 Current liabilities 139,792 186,350 Non-current liabilities 220,162 313,750 Profit (loss) 1-1-2022 1-1-2021
12-31-2022 | 12-31-2021 ThUS$ ThUS$ Income 836,472 1,392,387 Ordinary expenses and other (791,728)| (1,055,538) Profit for the period 44,744 336,849
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Corporación Nacional del Cobre de Chile
19, Revenue
Cash flows 1-1-2022 1-1-2021
12-31-2022 | 12-31-2021
ThUSs$ ThUSs$
Net cash flows from (used in) operating activities 138,695 304,472
Net cash flows from (used in) investing activities (854) 141
Net cash flows from (used in) financing activities (147,495) (335,828)
Revenues from ordinary activities for the years ended December 31, 2022 and 2021, were as
follows:
Item 1-1-2022 1-1-2021
12-31-2022 | 12-31-2021
ThUS$ ThUS$ Revenue from sales of own copper 13,852,816 17,734,887 Revenue from sales ofthird-party copper 1,639,824 1,845,486 Revenue from sales of molybdenum 835,881 734,379 Revenue from sales of other products 694,752 729,255 Profit (loss) in futures market (4,864) (19,192) Total 17,018,409 21,024,815
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.24 Operating Segments.
20. Expenses by nature
Expenses by nature for the years ended December 31, 2022 and 2021 were as follows:
1-1-2022 1-1-2021 Item 12-31-2022 12-31-2021 ThUS$ ThUs$ Short-term beneftts to employees (1,429,458) (1,414,643) Depreciation (1) (2,226,952) (2,257,082) Amortization (332) (2,242) Raw Materials (2,341,149) (2,327,879) Materials, consumables and others (6,806,225) (6,652,509) Total (12,804,116)| (12,654,355) (1) Depreciation includes the expense of Property, plant and equipment and right-of-use assets (see note 7b and note 8.1).
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Corporación Nacional del Cobre de Chile
21. Asset impairment
As indicated in note 29 letter b) point x), the Corporation has declared its intention to move forward with preparations to cease operation of the Ventanas Smelter, which as of December
31, 2021 was part, together with the Ventanas Refinery, of a single cash-generating unit called the Ventanas Division. The Corporation is evaluating the assets of both operations separately, leading to the definition that the Ventanas Smelter and Ventanas Refinery are, as of December
31, 2022, separate cash-generating units under IAS 36.
As of December 31, 2022, the Corporation performed a calculation of the recoverable amount of its Ventanas Smelter cash-generating unit, for purposes of testing the assets associated with the cash-generating unit for impairment. Since such recoverable amount is zero, when compared to the carrying amount of the cash-generating units assets of US$89,410, an impairment was determined for such amount, which was recorded in Other expenses in the statements of comprehensive income for the year 2022 (note 22 letter b).
The recoverable amount determined corresponds to the value in use using a discount rate of
7.28% per year before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of rhenium, exchange rates and discount rates.
Also, as of December 31, 2022, the Corporation calculated the recoverable amount of its cash- generating unit related to the Ventanas refinery in order to test the assets associated with such cash-generating unit for impairment. The result of this calculation led to the conclusion that the recoverable amount is higher than the carrying amount of the cash-generating unit’s assets and, therefore, there is no impairment loss.
As of December 31, 2021, the Corporation’s subsidiary “Sociedad de Procesamiento de Molibdeno” tested the recoverable amount of its assets for impairment. The Company’s projected cash flows are highly dependent on rhenium price projections, which were adjusted downward in 2021, based on actual market prices. A recoverable amount of US$237 million was determined, which when compared to the carrying amount of the cash generating unit’s assets of US$362 million triggered an impairment of ThUS$125,483 (before tax), reducing Property, Plant and Equipment by ThUS$124,315 and Right-of-use assets by ThUS$1,168 as of December 31, 2021. The recoverable amount determined corresponds to the value in use using a discount rate of 7.24% per year before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of rhenium, exchange rates and discount rates.
As of December 31, 2022 and 2021, there are no indications of additional impairments or reversals of impairment for other cash-generating units or associates.
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Corporación Nacional del Cobre de Chile
22. Other income and expenses
Other income and expenses by function for the years ended December 31, 2022 and 2021 is detailed below:
a. Other income
Item 1-1-2022 1-1-2021
12-31-2022 | 12-31-2021 ThUs$ ThUS$ Penalties to suppliers 7,265 5,055 Delegated Administration 3,990 4,142 Miscellaneous sales (net) 21,495 22,382 Insurance claims indemnities 41 21 Material Return 945 26,421 Gacrux debt prepayment result – 21,342 Other miscellaneous income 30,995 36,378 Total 64,731 115,741
b. Other expenses
1-1-2022 1-1-2021 Item 12-31-2022 | 12-31-2021 ThUS$ ThUS$
Law No. 13196 (1,273,425)| – (1,571,687) Research expenses (1) (99,994) (59,264) Bonus for the end of collective bargaining (2) (22,586) (253,364) Expense plan (see to note 17 letter c.) (72,555) (24,157) Mining property value adjustment – (142,000) Write-off of investment projects (2,020) (100,176) Loss on disposal of fixed assets (12,673) (67,991) Health plans (see to note 17 letter a.) (15,258) (15,402) Compensation agreement framework agreement (4) (136,844) – Impairment of assets (note 21) (89,410) (125,483) Adjustment of inventory (13,287) (37,865) Material obsolescence (22,264) (26,310) Bad debts customers (59) (1,557) Contingency expenses (26,914) (2,958) Fixed indirect costs, low production level (5) (218,024) (182,306) Energy contract adjustment – (20,151) Adjustment severance indemnities (3) (55,849) (39,820) Other expenses (42,154) (46,516)
Total (2,103,316)] (2,717,007) (1) Study expenses include exploration expenses (see note 7 letter f), pre- investment studies and research and technological innovation expenses. (2) Corresponds to disbursements for the closing of a collective bargaining process, which do not establish a permanence condition. (3) Corresponds to the restatement of severance indemnities liabilities associated with the portion earned by employees in prior years.
(4) Corresponds mainly to payment limited to the agreement to update and improve the 2013 Framework Agreement that establishes benefits for contractor workers and in which Codelco acts as facilitator and guarantor.
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Corporación Nacional del Cobre de Chile (5) Break down .by division for this concept is as follows:
01-01-2022 | 01-01-2021
División 12-31-2022 | 12-31-2021 MUS$ MUS$
Andina – (31,308) Chuquicamata (132,387) (127,526) Ventanas (38,858) – Ministro Hales (8,547) (941) Gabriela Mistral – (6,546) Salvador (35,136) (15,985) Teniente (3,096) – Total fixed indirect costs, low production level (218,024) (182,306)
Cc. LawNo. 13196
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%.
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 No. 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$240,168 (contribution for December 2019, January and February 2020), before March 31, 2020. Subsequently and from the month of April 2020, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
23. Finance costs
Finance costs for the years ended December 31, 2022 and 2021 are detailed in the following table:
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Corporación Nacional del Cobre de Chile
Item 1-1-2022 1-1-2021
12-31-2022 12-31-2021
ThUS$ ThUS$ Bond interest (412,912) (535,108) Bank loan interest (12,475) (6,325) Restatement of severance indemnity provision (13,242) (6,219) Restatement of other non-current provisions (55,546) (28,860) Other (74,885) (64,497) Total (569,060) (641,009)
24. Operating segments
In section ll “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 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, Il Region de Antofagasta. Chile
Products: electro refined and electrowon cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997
Location: Calama, Il Region de Antofagasta. Chile
Products: electrowon copper cathodes and copper concentrate
Ministro Hales
Types of mine sites: Open pit mines
Operating: since 2014
Location: Calama, Il Region de Antofagasta. Chile.
Products: Calcined copper, copper concentrates
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Corporación Nacional del Cobre de Chile
Gabriela Mistral
Types of mine sites: Open pit mines
Operating: since 2008
Location: Calama, Il Region de Antofagasta. Chile Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mines: Underground and open pit mines
Operating: since 1926
Location: Salvador, IIl Region de Atacama. Chile.
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, V Region de Valparaíso. Chile.
Product: Copper concentrate
El Teniente
Type of mines: Underground mine
Operating: since 1905.
Location: Rancagua, VI Region del Libertador General Bernardo O’Higgins. Chile.
Products: copper concentrate 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 e Theallocation to the Divisions is made in proportion to the ordinary income of each of them.
Other income by function e Other income by function, associated and identified with each Division, is directly allocated. e Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division. e Theremaining other income is allocated in proportion to the aggregate of balances of other income and finance income of each Division.
Distribution costs e Expenses associated and identified with each Division are directly allocated. e Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
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Corporación Nacional del Cobre de Chile
Administrative expenses e Expenses associated and identified with each Division are directly allocated. e 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.
e Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to inventory balances in warehouse in each Division. e The remaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
Other expenses, by function e Other expenses associated and identified with each Division are directly allocated. e Expenses for pre-investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other Gains e Other gains associated and identified with each Division are directly allocated. e Other gains of subsidiaries are allocated in proportion to the revenues of each Division
Finance Income e Finance income associated and identified with each Division is directly allocated. e Finance income of subsidiaries ¡is allocated in proportion to the revenues of each Division. e Theremaining finance income is allocated in relation to the operating cash outflows of each Division.
Finance Costs e Finance costs associated and identified with each Division are directly allocated. e 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 e The share in the profits or losses of associates and joint ventures identified with each particular Division is allocated on a straight-line basis.
Foreign exchange differences e Foreign exchange differences identifiable with each Division are directly allocated.
e Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division. e 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 e 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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Corporación Nacional del Cobre de Chile b)
Tax income benefit (expense) e 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.
e 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.
F-205
Corporación Nacional del Cobre de Chile
From 01-01-2022 to 12-31-2022
Segments Chuquicamata] R.Tomic | Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Total Other Total ThUs$ ThUS$ ThUSs$ ThUs$ ThUS$ ThUS$ ThUSs$ ThUs$ ThUS$ ThUS$ ThUSs$
Revenue from sales of own copper 3,835,498 | 2,408,588 747,309 | 1,310,927 | 3,343,140 7,560 930,183 | 1,269,611 | 13,852,816 13,852,816 Revenue from sales of third-party copper 2,041 – 14,744 – – 63,665 – 80,450 1,559,374 1,639,824 Revenue from sales of molyodenum 425,089 58,908 11,212 81,617 229,061 – 805,887 29,994 835,881 Revenue from sales of other products 185,350 – 92,454 5,628 167,501 176,848 3,764 59,155 690,700 4,052 694,752 Revenue from future market (407) 317 (1,581) 243 (4,678) (36) 918 346 (4,878) 14 (4,864) Revenue between segments 68,016 – 10,773 1,549 – 83,044 – 163,382 (163,382) Revenue 4,515,587 | 2,467,813 874,911 | 1,399,964 | 3,735,024 331,081 934,865 | 1,329,112 | 15,588,357 | 1,430,052 | 17,018,409 Costof sales of own copper (3,093,040)| (1,710,771) (912,486)| (979,957)| (1,627,273) (8,546)| (791,880) (817,019)| (9,940,972) 9,509 | (9,931,463) Costof sales of third-party copper (3,200) – (21,460) – – (67,348) – (92,008)| (1,554,709)| (1,646,717 Costof sales of molyodenum (88,367) (25,573) (4,062) (35,110) (44,144) – – – (197,256) (8,298)| (205,554) Cost of sales of other products (177,139) – (72,908) (755) (69,946)| (167,902) (4,008) (4,542) (497,200) (3,718)| (500,918) Cost of sales between segments (101,782) 1,415 (19,883) 22,515 13,796 (106,397) (1,635) 28,589 (163,382) 163,382 – Cost of sales (3,463,528)| (1,734,929)| (1,030,799)| (993,307)| (1,727,567) (350,193) (797,523)| (792,972)| (10,890,818)| (1,393,834)| (12,284,652) Gross profit (loss) 1,052,059 732,884 (155,888) 406,657 | 2,007,457 (19,112) 137,342 536,140 | 4,697,539 36,218 | 4,733,757 Other income, by function 19,992 2,497 4,535 5,912 3,676 4,438 2,651 736 44,437 20,294 64,731 Distribution costs (6,972) – (1,127) (359) (1,854) – – (1,987) (12,299) (4,852) (17,151) Administrative expenses (40,973) (39,664) (22,169) (24,288) (88,344) (11,433) (29,827) (26,550)| (283,248)| (219,065)| (502,313) Other expenses, by function (237,117) (38,122) (65,582) (41,368) (83,764)| (183,898) (13,651) (22,105)| (685,607)| (144,284)| (829,891) Law No. 13196 (393,521) (199,623) (73,929 (128,481)] (277,034) (13,740) (91,164) (95,933)| (1,273,425) (1,273,425) Other gains (losses) – – – – – – – 29,782 29,782 Finance income 698 285 40 (329) 896 94 16 (146) 1,554 45,691 47,245 Financial costs (232,446) (34,016) (6,198) (83,013)| (144,008) (6,477) (18,386) (37,765)| (562,309) (6,751)| (569,060) Impairment loss under IFRS 9 – – – – – – (2,648) (2,648) Share in the profit (loss) of associates and joint ventures
. . – – 1,042 1,744 512 – 3,298 48,693 51,991 accounted for using the equity method Exchange gains (losses) in foreign currencies (29,050) (14,919) (31,803) (67,471) (66,575) (2,341) (14,276) (10,103) (236,538) (1,239) (237,777) Profit (loss) before tax 132,670 409,322 (351,079) 69,004 | 1,350,962 (232,469) (27,295) 342,287 | 1,693,402 (198,161)| 1,495,241 Income tax expense (90,708)| (279,922) 234,481 (56,525)| (920,255) 159,105 17,921 (230,999)| (1,166,902) 33,232 | (1,133,670) Profit (loss) 41,962 129,400 (116,598) 12,479 430,707 (73,364) (9,374) 111,288 526,500 (164,929) 361,571
F-206
Corporación Nacional del Cobre de Chile [elo xx Koo]
From 01-01-2021 to 12-31-2021 : : : : . Total Total Segments Chuquicamata| R.Tomic | Salvador Andina |ElTeniente | Ventanas | G. Mistral M. Hales Other . segments Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Revenue from sales of own copper 4,700,183 | 3,129,013 | 1,102,750 | 1,610,530| 4,345,132 92,296 981,733 | 1,773,250 | 17,734,887 17,734,887 Revenue from sales of third-party copper 11,823 – – – – 45,238 – 57,061 | 1,788,425 1,845,486 Revenue from sales of molyoddenum 375,028 48,184 14,801 47,655 232,145 – – 717,813 16,566 734,379 Revenue from sales of other products 219,978 – 99,629 4,427 138,166 194,953 – 67,764 724,917 4,338 729,255 Revenue from future market (4,641) (3,455) (57) (656) (7,739) 123 (2,149) (618) (19,192) – (19,192) Revenue between segments 51,981 – 37,637 1,540 – 91,359 – – 182,517 | (182,517) – Revenue 5,354,352 | 3,173,742 | 1,254,760 | 1,663,496 | 4,707,704 423,969 979,584 | 1,840,396 | 19,398,003 | 1,626,812 | 21,024,815 Costof sales of own copper (3,142,403)] (1,361,141)| (973,364)| (900,132)| (1,864,150) (92,906)| (555,744)| (736,623)| (9,626,463) 15,810 (9,610,653) Costof sales of third-party copper (11,153) – – – – (43,719) – (54,872)| (1,768,554)| (1,823,426) Costof sales of molyodenum (89,390) (19,289) (5,979) (22,573) (41,286) – – (178,517) (16,666) (195,183) Costof sales of other products (159,798) – (115,098) (635) (61,422) (204,783) – (10,504) (552,240) (4,186) (556,426) Cost of sales between segments (128,994) 22,427 (43,084) 9,698 37,254 (123,670) (1,033) 44,885 (182,517)| 182,517 – Cost of sales (3,531,738)| (1,358,003)| (1,137,525)] (913,642)| (1,929,604)| (465,078) (556,777)| (702,242)| (10,594,609)| (1,591,079)| (12,185,688) Gross profit (loss) 1,822,614 | 1,815,739 117,235 749,854 | 2,778,100 (41,109) 422,807 | 1,138,154 | 8,803,394 35,733 8,839,127 Other income, by function 11,325 1,466 6,980 11,188 21,859 1,423 4,840 1,083 60,164 55,577 115,741 Distribution costs (3,146) (61) (521) (190) (910) (9) – (1,302) (6,139) (3,250) (9,389) Administrative expenses (33,210) (29,689) (20,680) (22,664) (81,503) (7,982) (24,557) (24,316)| (244,601)| (214,677) (459,278) Other expenses, by function (301,188) (54,221) (92,562)| (159,481)| (125,280) (2,741) (20,658) (31,418) (787,549)| (357,771)| (1,145,320) Law No. 13196 (455,450 (263,896 (108,347 (156,249)| (348,681) (24,902 (96,571)| (117,591)| (1,571,687) – (1,571,687) Other gains (losses) – – – – – – – – 37,531 37,531 Finance income 135 10 71 51 1,077 119 15 (62) 1,416 12,241 13,657 Financial costs (245,404) (38,361) (17,784) (63,728)| (190,713) (7,223) (14,547) (44,434) (622,194) (18,815) (641,009) Impairment loss under IFRS 9 – – – – – – (1,250) (1,250) Share in the profit (loss) of associates and joint . . – 857 1,180 3,703 – – 5,740 409,105 414,845 ventures accounted for using the equity method Exchange gains (losses) in foreign currencies 85,310 31,306 23,110 43,415 100,742 16,136 18,766 21,648 340,433 (26,697) 313,736 Profit (loss) before tax 880,986 | 1,462,293 (91,641) 403,376 | 2,158,394 (66,288) 290,095 941,762 | 5,978,977 (72,273) 5,906,704 Income tax expenses (586,785) (980,145) 58,393 (299,289)| (1,440,972) 47,503 (194,277) (633,713)| (4,029,285)] 173,949 (3,855,336) Profit (loss) 294,201 482,148 (33,248) 104,087 717,422 (18,785) 95,818 308,049 | 1,949,692 101,676 2,051,368
F-207
Corporación Nacional del Cobre de Chile
CODELCO
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of December 31, 2022 and December 31, 2021, are detailed in the following tables:
12-31-2022 : Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other .
Tomic Consolidated ThUus$ ThUS$ ThUS$ ThUs$ ThUS$ ThUus$ ThUS$ ThUs$ ThUs$ ThUS$ Current assets 1,489,407 946,313 614,161 285,883 974,063 70,378 345,623 462,815 1,606,200 6,794,843 Non-current assets 9,738,307 2,189,304 1,786,089 5,576,206 8,795,911 165,786 1,007,493] 3,346,994 5,336,299 37,942,389 Current liabilities 691,342 293,830 302,986 257,075 512,310 122,262 153,835 143,043 1,443,802 3,920,485 Non-current liabilities 604,612 398,512 314,627 1,178,368 953,188 122,259 134,997 148,762| 25,306,857 29,162,182
12-31-2021 . Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other .
Tomic Consolidated ThUus$ ThUS$ ThUS$ ThUs$ ThUS$ ThUus$ ThUS$ ThUs$ ThUs$ ThUS$ Current assets 1,657,948 1,009,317 510,147 392,996 1,219,506 66,487 386,309 482,934 2,076,265 7,801,909 Non-current assets 9,251,627 2,085,913 1,317,660 5,404,441 8,112,876 214,228 1,040,031 3,285,526] 4,543,224 35,255,526 Current liabilities 692,071 230,440 204,120 232,538 538,455 95,733 110,090 146,358 1,689,072 3,938,877 Non-current liabilities 574,123 295,922 345,003 1,048,434 839,281 88,088 147,495 153,782| 24,051,529 27,543,657
Revenues segregated by geographic area are as follows:
1-1-2022 1-1-2021
Revenue per geographical areas 12-31-2022 | 12-31-2021 ThUS$ ThUS$
Total revenue from domestic customers 2,414,054 3,430,050
Total revenue from foreign customers 14,604,355 | 17,594,765
Total 17,018,409 | 21,024,815
1-1-2022 1-1-2021
Revenue per geographical areas 12-31-2022 | 12-31-2021 ThUS$ ThUS$
China 3,280,124 | 4,191,892 Restof Asia 3,276,193 | 3,523,590 Europe 5,289,249 | 6,389,832 America 4,099,704 | 5,720,097 Other 1,073,139 | 1,199,404
Total 17,018,409 | 21,024,815
During the years ended December 31, 2022 and 2021, 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.
F-208
Corporación Nacional del Cobre de Chile
25. Exchange difference
Exchange differences for the years ended December 31, 2022 and 2021 are as follows:
1-1-2022 1-1-2021 Profit (loss) from foreign exchange differences (loss) e1gn excnang 12-31-2022 | 12-31-2021 recognized in income ThUS$ ThUs$ Exchange Rate Difference IAS Provision 2,337 104,992 Exchange Rate Difference Health Plan Provision (37,491) 66,377 Exchange Rate Difference Provision for Mine Closure (144,921) 74,600 Exchange Rate Difference Contingencies Provision (6,331) 7,380 Exchange Rate Difference Other (51,371) 60,387 Total exchange difference (237,777) 313,736
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:
1-1-2022 1-1-2021 Other payments from operating activities 12-31-2022 12-31-2021 ThUs$ ThUS$ Contribution to Chilean treasury Law N*13.196 1,569,295 1,223,152 VAT and other similar taxes paid 766,601 845,599 Total 2,335,896 2,068,751
1-1-2022 1-1-2021 Other collections from operating activities | 12-31-2022 12-31-2021
ThUs$ ThUS$ VAT Refund (1,295,352)| – (1,550,137) Sales hedge (1,302) (17,745) VAT and Others (1,767,339)| – (1,572,781) Total (3,063,993)| (3,140,663)
During the years ended December 31, 2022 and 2021, no direct cash capital contributions were received.
27. Risk management
Corporación Nacional del Cobre de Chile has created instances within its organization that seek to generate strategies to minimize 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.
F-209
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 December 31, 2022 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$ 33 million in profit or loss, 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$, with respect to the closing exchange rate at the end of the reporting period.
* Interest rate risk
This risk arises from interest rate fluctuations in Codelco’s investment and financing activities.
This movement can affect future cash flows or the market value of fixed rate financial instruments.
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Vice-Presidency of Administration and Finance
It is estimated that, based on net debt at December 31, 2022, a one percentage point change in the interest rates of credit financial liabilities subject to variable interest rates would result in a change in annual interest expense of approximately US$ 10 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
December 31, 2022, corresponds to a total of ThUS$ 15,979,672 and ThUS$ 978,705, respectively.
F-210
Corporación Nacional del Cobre de Chile b. Market risk. * 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 molyodenum concentrate sales due to the absence of an assets futures market. (See Note 2.q) “Income from Activities Ordinary Procedures from Contracts with Customers of section |! Main Accounting Policies).
As of December 31, 2022, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be US$285 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2022 (MTMF 684). 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.
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.
F-211
Corporación Nacional del Cobre de Chile
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:
Maturity of financial liabilities | Lessthan [Between one Over as 0f 12-31-2022 1 year five years years ThUus$ ThUus$ ThUus$ Loans from financial entities 8,545 373,994 596,166 Bonds 452,154 | 2,766,355 | 12,761,163 Derivatives 9,738 120,202 7,584 Other financial liabilities – 63,659 – Total 470,437 | 3,324,210 | 13,364,913 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 Commercial Vice- Presidency.
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, 2022 ¡is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable does 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 many 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 not provisioned balances.
F-212
Corporación Nacional del Cobre de Chile
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, 2022 and 2021, 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, 2022 and 2021, no guarantees have been executed in relation 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.
e. Other relevant risks
In addition to exposure to financial risks, community relations, environmental, litigation and regulatory proceedings, during 2022 we defined strategic risks as risks or combination of risk events that may threaten the business model in the short or long term, structuring our model in a robust way to face the challenges that become more demanding each year, such as changes in social expectations, infrastructure and human development.
The model designed contemplates risks for at least the next three years and also some that would be relevant for a longer period. It also considers monitoring emerging risks which are permanently monitored by the industry.
Risks are permanently monitored to identify, address and oversee appropriate mitigation actions, with the support of the second line of defense established in Codelco’s corporate governance mainly through corporate risk management, working to provide assurance on the status of controls or drive the necessary behavior to achieve the expected status.
These definitions also consider risk appetite as the nature and extent of risk that the Corporation is willing to accept in relation to the achievement of its business and objectives.
The above factors in the probability and severity of the consequences of the materialization of a risk in the different areas of its impact.
Our risk management program considers that risk appetite and risks may change over time and may require management actions to respond to changes in the context. Information regarding the main risks considered by Codelco will be included in the Annual Report as of
2022.
F-213
Corporación Nacional del Cobre de Chile
CODELCO
28. Derivatives contracts.
The Corporation has entered transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows: a. Exchange rate hedge The Corporation maintains an exposure associated with its foreign exchange hedging operations, the balance of which corresponds to a net deferred tax loss recognized in equity amounting to ThUS$5,034 as of December 31, 2022.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
December 31, 2022
Type of Financial . .
Hedged item Bank derivative Maturity Currency | Hedged item obligation Fair value Asset Amortized contract . Hedging hedged item cost instrument ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Bono UF Vcto. 2025 Credit Suisse (EE.UU) Swap 04-01-2025 US$ 283,067 208,519 79,226 296,104 (216,878) Bono EUR Vcto. 2024 Santander (Chile) Swap 07-09-2024 US$ 321,063 409,650 (89,573) 320,305 (409,878) Bono EUR Vcto. 2024 BNP Paribas (EE.UU) Swap 07-09-2024 US$ 106,897 136,402 (29,780) 106,646 (136,426) Bono UF Vcto. 2026 JP Morgan London Branch (Inglaterra) Swap 08-24-2026 US$ 410,242 406,212 21,309 423,278 (401,969) Bono AUD Vcto. 2039 Santander (Chile) Swap 07-22-2039 US$ 47,684 49,266 (6,656) 42,046 (48,702) Bono HKD Vcto. 2034 HSBC Bank PLC (Inglaterra) Swap 11-07-2034 US$ 64,100 63,792 (928) 59,795 (60,723) Total 1,233,053 1,273,841 (26,402)| 1,248,174 | (1,274,576) December 31, 2021
Type of Financial , .
Hedged item Bank derivative Maturity Currency | Hedged item obligation Fair value Asset Amortized contract . Hedging hedged item cost instrument ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Bono UF Vcto. 2025 Credit Suisse (EE.UU) Swap 04-01-2025 US$ 253,162 208,519 33,174 275,382 (242,208) Bono EUR Vcto. 2024 Santander (Chile) Swap 07-09-2024 US$ 339,405 409,650 (77,620) 367,024 (444,644) Bono EUR Vcto. 2024 BNP Paribas (EE.UU) Swap 07-09-2024 US$ 113,004 409,680 (25,774) 122,199 (147,973) Bono UF Vcto. 2026 JP Morgan London Branch (Inglaterra) Swap 08-24-2026 US$ 366,901 406,212 (68,670) 381,758 (450,428) Bono AUD Vcto. 2039 Santander (Chile) Swap 07-22-2039 US$ 50,736 49,266 (4,539) 59,373 (63,912) Bono HKD Vcto. 2034 HSBC Bank PLC (Inglaterra) Swap 11-07-2034 US$ 64,105 63,792 (2,375) 73,709 (76,084) Total 1,187,313 1,547,119 (145,804)| 1,279,445 | – (1,425,249)
As of December 31, 2022, the Corporation has no cash collateral balances.
The current methodology for valuing currency swaps uses the bootstrapping technique based on mid-swap rates to construct (zero) curves in functional currencies other than the functional currency and USD, respectively, based on market information.
F-214
Corporación Nacional del Cobre de Chile
The notional amounts held by the Corporation for financial derivatives are detailed below:
Notional amount of contracts with final maturity
Less than Over 90 Total Total December 31,2022 | Currency 1to 3 years | 3to 5 years [Over 5 years
90 days days current non-current MUS$ MUS$ MUS$ MUS$ MUS$ MUS$ MUS$ Currency derivatives US$ 13,156 37,793 50,949 829,643 428,148 148,916| 1,406,707
Notional amount of contracts with final maturity
Less than Over 90 Total Total December 31,2021 | Currency 1to 3 years | 3to 5 years [Over 5 years
90 days days current non-current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Currency derivatives US$ 13,156 48,151 61,307 941,941 656,931 152,775| 1,751,647
b. Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in the copper, gold and silver derivative markets and records its results upon termination. These results are added to or deducted from sales revenues. As of December 31, 2022, these operations generated a lower net realized result of ThUS$
4,639.
b.1. Commercial flexibility operations of copper contracts
Its objective is to adjust the price of sales to the Corporation’s sales policy, which is defined according to the London Metal Exchange. As of December 31, 2022, the Corporation has copper derivative transactions associated with 277,675 metric tons of fine copper. These hedging transactions are performed as part of the Corporation’s commercial policy.
The current contracts as of December 31, 2022, present a negative balance of ThUS$
3,438 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 December 31, 2022, generated a net negative effect in results of ThUS$ 4,539, corresponding to values for physical sales contracts for a negative amount of ThUS$ 4,764 and values for physical purchase contracts for a positive amount of ThUS$ 225. b.2. Trade operations of current gold and silver contracts.
As of December 31, 2022, the Corporation does not have any gold and silver derivative contracts.
The operations completed between January 1 and December 31, 2022, generated a negative effect on results of ThUS$ 100, corresponding to values per physical sales contracts. b.3. Cash flow hedging operations backed by future production
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The Corporation has no outstanding transactions as of December 31, 2022, 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:
December 31, 2022 Maturity date ThUS$ 2023 2024 2025 2026 2027 Upcoming Total Flex com cobre (asset) 87 – – – – 87 Flex com cobre (liability) (2,676) (849) – – – – (3,525) Flex com GoldSilver – – – Price setting Metal options – – – – – Total (2,589) (849) – – – – (3,438) December 31, 2021 Maturity date ThUS$ 2022 2023 2024 2025 2026 Upcoming Total
Flex com cobre (asset) 61 – – – – – 61 Flex com cobre (liability) (22,056) (7,268) (363) – – – (29,687) Flex com GoldSilver (393) – – – – – (393) Price setting – – Metal options – – – – – – – Total (22,388) (7,268) (363) – – – (30,019) December 31, 2022 Maturity date
All figures in thousands of metric tonslounces 2023 2024 2025 2026 2027 Upcoming Total Copper Futures [MT] 244,175 33.500 – – – – 277.675 GoldSilver Futures [ThOZ] Copper price setting [MT] Copper options [MT] December 31, 2021 Maturity date
All figures in thousands of metric tonslounces 2022 2023 2024 2025 2026 Upcoming Total Copper Futures [MT] 268.43 72.90 4.50 – – – 345.83 GoldSilver Futures [ThOZ] 15.98 – – – – – 15.98 Copper price setting [MT] – Copper options [MT]
29. Contingencies and restrictions a) Lawsuits 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 makes use of all the corresponding legal and procedural instances and resources.
The most relevant lawsuits filed by Codelco relate to the following matters:
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Corporación Nacional del Cobre de Chile – 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 SII.
– Labor lawsuits: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
– 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 other 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”).
During the years ended December 31, 2022, there are no lawsuits or other proceedings representing 10 percent or more of the Corporation’s total outstanding lawsuits.
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$101,333 million corresponding to 980 cases. According to the estimate made by the legal advisors of the Corporation, 777 causes, which represent 79.29% of the universe, have associated probable loss results amounting to ThUS$67,640 (additionally, with the same probable outcome, there are 5 causes for ThUS$367 from subsidiaries). There are also 160 cases, representing 16.33% for an amount of ThUS$33,672, for which it is less likely than not, that the ruling will be against the Corporation. For the remaining 43 cases, representing 4.39% for an amount of ThUS$ 21, 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.
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.
In December 2022, the Corporation established a collaboration commitment with the
Comptroller General of the Republic (CGR) to reinforce the principle of probity in regulation, applicable to the company regarding operations with related parties, establishing a framework
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Corporación Nacional del Cobre de Chile for any contracts with related parties, safeguarding the legal status of the company and its business line, in addition to reinforcing controls for sensitive operations. This agreement with the Comptroller’s Office recognizes Codelco’s good practices and also improves controls for related party transactions. As a result of this agreement, litigation with the regulator has been terminated.
For litigation with probable loss and its costs, there are the necessary provisions, which are recorded as contingency provisions.
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. In addition, the terms of a 15-year sales contract for cathodes to the associated company were agreed, as well as a purchase contract from Minmetals to the latter for the same term and equal monthly shipments until completing the total amount 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 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:
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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.
ii. 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, it was established that, Gacrux, the Creditor and the Guarantee Agent, the latter representing the Guaranteed Parties, modified, by virtue of the Merger, 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 pledges indicated in the preceding paragraph were raised.
li. Law No. 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.
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Corporación Nacional del Cobre de Chile 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, 2022 and 2021. 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,
On October 27, 2022, Codelco signed an amendment to the contract, which, among other aspects, will allow replacing the coal-based electricity supply with a renewable energy supply.
This transformation will be implemented gradually, and as of January 1, 2026 the contract will be for 1,000 GWhyear of renewable energy.
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.
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In December 2022, the respective agreements were renegotiated and signed. The agreement implies the modification of the original contracts and a new renewable sources contract effective from 2023 to 2040. 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 regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the eight divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companies affected by the general application procedure, which are those with extraction capacity > 10,000 tonsmonth, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
The law also established the obligation to update these closure plans, under the conditions of the general regime of the law, which incorporates new and greater requirements for the closure plans, five years after its entry into force, ¡.e. in 2020 in the case of Codelco. This calendar was brought forward to 2019 due to operational particularities for the Chuquicamata and Ventanas Divisions, and postponed to 2021 by SERNAGEOMIN, due to the COVID19 pandemic for the entire industry, and therefore for all other divisions.
In compliance with this new schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions, and as of December 31, 2021, the approval of the updated plans for the Salvador and Andina Divisions is in process. During the year 2022, Codelco obtained the approval of the updated closure plans of the Salvador and Andina divisions. The Corporation has provided the corresponding guarantees committed in all the approved closure plans, in accordance with the latest updates in force.
As of December 31, 2022, the Corporation has agreed guarantees for an annual amount of UF 63,322,955 to comply with the aforementioned Law No. 20.551 (see note No. 30).
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.
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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.
X. On June 17, 2022, Codelco’s Board of Directors agreed to move forward with preparations to cease operation of the Ventanas Smelter, subject to parliament amending Law No. 19993 within a limited period of time, a decision that applies exclusively to the smelter and not to the refinery or other operations of the Ventanas Division. This measure will require the amendment and approval by the Executive and the Legislature of Law No. 19993, which obliges the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAMI) at the Ventanas Smelter.
As of December 31, the bill to amend the aforementioned law is advancing in the National Congress in its various legislative stages.
In the event that Law No. 19993 is modified, Codelco will be able to prepare and submit to Sernageomin a new closure plan for the Ventanas Smelter and move forward: a) Initiate proceedings before Sernageomin to obtain a permit for the temporary stoppage of the smelter. b) Obtain environmental and sectoral permits from the relevant authorities for the definitive closure of the smelter. c) Proceed with the dismantling of the plant, reuse of infrastructure, remediation, reclamation of areas and post-closure monitoring.
d) Execution of the special voluntary severance plan for employees.
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:
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CODELCO Direct Guarantees provided to Financial Institutions and other Creditor of the guarantee Type of guarantee 12-31-2022 12-31-2021 Currency Maturity Quantity Thus$ ThUS$
Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement UF 15-mar-22 1 – 1,101 Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement UF 15-mar-23 1 1,231 – Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement CLP 15-mar-22 1 – 19,309 Abogado Procurador Fiscal Carlos Felix Judicial agreement and setlement CLP 15-mar-23 1 19,057 – Consorcio Aeropuerto Calama Parking UF 31-mar-22 1 – 3 Consorcio Aeropuerto Calama Parking UF 30-nov-23 1 4 – Road management Construction project UF 21-ene-22 1 28 Road management Construction project UF 08-abr-24 1 4 4 Road management Project of explotation UF 13-may-23 1 5 – General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 01-mar-22 1 – 1,249 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 01-mar-23 1 1,233 – General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP 24-mar-24 2 238 – Engie Energia Chile S.A. Water Supply Project CLP 31-ago-23 1 234 237 Engie Energia Chile S.A. Water Supply Project CLP 31-0ct-23 1 229 232 Ministry of National Assets Project of explotation CLP 25-feb-22 22 – 154 Ministry of National Assets Project of explotation CLP 25-feb-23 22 154 – Ministry of National Assets Project of explotation UF 31-mar-22 1 – 2 Ministry of National Assets Project of explotation UF 13-may-23 1 8 7 Ministry of National Assets Project of explotation UF 09-jun-23 5 40 35 Ministry of Public Works Construction project UF 31-dic-21 1 – 161 Ministry of Public Works Construction project UF 29-jul-22 1 – 38 Ministry of Public Works Construction project UF 03-feb-23 1 3,471 – Ministry of Public Works Construction project UF 02-oct-23 1 560 501 Ministry of Public Works Construction project UF 31-dic-23 1 818 732 Ministry of Public Works Construction project UF 02-ene-24 1 24,265 – Ministry of Public Works Construction project UF 29-jul-24 1 42 – Ministry of Public Works Construction project UF 15-dic-24 1 556 – Ministry of Public Works Construction project UF 31-dic-22 1 – 21,702 Sernageomin Environment UF 18-feb-22 2 – 168,240 Sernageomin Environment UF 03-may-22 1 – 170,909 Sernageomin Environment UF 18-feb-23 2 214,853 – Sernageomin Environment UF 03-may-23 8 678,422 – Sernageomin Environment UF 19-sept-23 1 53,633 – Sernageomin Environment UF 11-nov-23 1 266,819 – Sernageomin Environment UF 14-nov-23 1 181,252 – Sernageomin Environment UF 27-nov-23 3 284,930 – Sernageomin Environment UF 02-dic-23 6 777,239 – Sernageomin Environment UF 15-dic-23 1 140,626 – Sernageomin Environment UF 12-nov-22 1 – 210,252 Sernageomin Environment UF 15-nov-22 1 – 141,869 Sernageomin Environment UF 27-nov-22 3 – 209,112 Sernageomin Environment UF 02-dic-22 8 – 611,678 Sernageomin Environment UF 15-dic-22 2 – 108,743 Sernageomin Environment UF 07-oct-22 1 – 42,273 General Treasury ofthe Republic Maritime concession CLP 30-jun-24 1 55 – General Treasury ofthe Republic Maritime concession CLP 21-oct22 1 – 49 Total 2,649,978 1,708,620
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 División 12-31-2022 | 12-31-2021 ThUS$ ThUS$ Andina 60 135 Chuquicamata 7 7 Casa Matriz 1,015,177 914,399 El Teniente – 427 Total 1,015,244 914,968
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31. Balance in foreign currency a. Assets by Currency
12-31-2022
Other Non-
Assets national and foreign currency US Dollars Euros : indexed U.F. TOTAL currencies Ch$ Current assets Cash and cash equivalents 877,345 5,944 8,722 134,716 – 1,026,727 Other financial assets, current 1,404 4 – 43 – 1,451 Other non-financial assets, current 33,107 378 171 3,329 4 36,989 Trade and other receivable, current 2,753,793 195,045 116 437,831 – 3,386,785 Accounts receivable from related entities, current 31,756 – – – – 31,756 Inventories, current 2,300,909 – – – – 2,300,909 Current tax assets 7,194 4 – 3,028 – 10,226 Total current assets 6,005,508 201,375 9,009 578,947 4 6,794,843 Non-current assets Investments accounted for using equity method 3,527,323 – – – – 3,527,323 Property, plant and equipment 32,305,393 – 100 4,037 – 32,309,530 Deferred tax assets 81,166 – 92 14,447 – 95,705 Other assets 1,660,336 – 1,861 332,505 15,129 2,009,831 Total non-current assets 37,574,218 – 2,053 350,989 15,129 37,942,389 Total assets 43,579,726 201,375 11,062 929,936 15,133 44,737,232
12-31-2021
Other Non-
Assets national and foreign currency US Dollars Euros : indexed U.F. TOTAL currencies Ch$
Current assets Cash and cash equivalents 1,175,963 6,218 11,399 90,038 – 1,283,618 Other financial assets, current 320,339 – – 1 – 320,340 Other non-financial assets, current 21,619 395 113 1,866 4 23,997 Trade and other receivable, current 3,580,436 185,429 788 427,697 – 4,194,350 Accounts receivable from related entities, current 156,711 – – – – 156,711 Inventories, current 1,811,455 – – – – 1,811,455 Current tax assets 6,646 98 – 4,694 – 11,438 Total current assets 7,073,169 192,140 12,300 524,296 4 7,801,909 Non-current assets Investments accounted for using equity method 3,546,011 – – – – 3,546,011 Property, plant and equipment 30,444,722 – 578 4,593 – 30,449,893 Deferred tax assets 78,667 – 2,455 13,473 – 94,595 Other assets 770,365 – 5,859 332,345 56,458 1,165,027 Total non-current assets 34,839,765 – 8,892 350,411 – 56,458 35,255,526 Total assets 41,912,934 192,140 21,192 874,707 56,462 43,057,435
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Corporación Nacional del Cobre de Chile b. Liability by type of currency:
12-31-2022
Other Non-
National and foreign currency liabilities US Dollars Euros : indexed U.F. TOTAL currencies Ch$ Current liabilities Other financial liabilities, current 470,412 (13) 9 – 29 470,437 Lease liabilities, current 51,897 – 598 63,495 9,200 125,190 Trade and other payables, current 1,428,950 4,332 1,477 344,650 129 1,779,538 Accounts payable to related entities, current 177,690 – – 983 – 178,673 Other short-term provisions 752,117 127 – 9,421 – 761,665 Current tax liabilities 24,366 – 67 1,876 – 26,309 Provisions for employee benefits, current 1,982 – 207 542,100 – 544,289 Other non-financial liabilities, current 21,109 – 103 13,162 10 34,384 Total current liabilities 2,928,523 4,446 2,461 975,687 9,368 3,920,485 Non-current liabilities Other financial liabilities, non-current 15,961,020 (1,569) 23,163 – 706,509 16,689,123 Lease liabilities, non-current 105,882 – 1,128 148,644 31,025 286,679 Non-current payables 759 – – 303 – 1,062 Other long-term provisions 1,124,434 – – 81,889 1,473,405 2,679,728 Deferred tax liabilities 8,449,170 – 92 12,666 – 8,461,928 Employee benefit provision, non-current 3,420 – – 671,735 365,962 1,041,117 Total non-financial liabilities, non-current 2,292 – – 253 – 2,545 Total non-current liabilities 25,646,977 (1,569) 24,383 915,490 2,576,901 29,162,182 Total liabilities 28,575,500 2,877 26,844 1,891,177 2,586,269 33,082,667
12-31-2021
Other Non-
National and foreign currency liabilities US Dollars Euros : indexed U.F. TOTAL currencies Ch$
Current liabilities Other financial liabilities, current 605,223 (24) 13 – (9) 605,203 Lease liabilities, current 36,712 – 700 65,487 9,205 112,104 Trade and other payables, current 1,122,226 4,110 3,092 367,872 129 1,497,429 Accounts payable to related entities, current 221,344 – – – – 221,344 Other short-term provisions 732,501 784 – 8,742 – 742,027 Current tax liabilities 303,616 – 164 4,596 – 308,376 Provisions for employee benefits, current 2,223 – 804 416,296 – 419,323 Other non-financial liabilities, current 11,443 – 144 21,475 9 33,071 Total current liabilities 3,035,288 4,870 4,917 884,468 9,334 3,938,877 Non-current liabilities Other financial liabilities, non-current 16,636,544 (2,592) (1,008) – 270,696 16,903,640 Lease liabilities, non-current 90,458 – 1,046 115,356 33,163 240,023 Non-current payables 759 – – 306 – 1,065 Other long-term provisions 1,396,911 – – 43,491 1,017,183 2,457,585 Deferred tax liabilities 6,990,740 – 20 13,763 – 7,004,523 Employee benefit provision, non-current 11,002 – – 923,540 – 934,542 Total non-financial liabilities, non-current 2,035 – – 244 – 2,279 Total non-current liabilities 25,128,449 (2,592) 58 1,096,700 1,321,042 27,543,657 Total liabilities 28,163,737 2,278 4,975 1,981,168 1,330,376 31,482,534
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32.
33.
Sanctions
As of December 31, 2022 and 2021, neither Codelco Chile or its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
The environment
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 ¡ts commitment to the environment, among which ¡is the Corporate Sustainable Development Policy (2021).
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, 2022, 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 December 31,
2022 and 2021, respectively, and the projected future expenses are stated below.
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Di: ements 12-31-2022 12-31-2021 Future itted di . . . Item of Asset Destination .
Company Project name Project status ThUS$ Assets Expenditure . ThUS$ ThUS$ Estimated date Expenditure
Chuquicamata Codelco Chile Acid plants In progress 3,537 Expenditure Operating expenditure 14,508 – 2022 Codelco Chile Solid waste In progress 1,830 Expenditure Operating expenditure 1,265 – 2022 Codelco Chile Tailings In progress 69,689 Expenditure Operating expenditure 67,496 – 2022 Codelco Chile Water treatment plant In progress 35,186 Expenditure Operating expenditure 25,567 – 2022 Codelco Chile Environmental monitoring In progress 1,393 Expenditure Operating expenditure 1,285 – 2022 Codelco Chile Normalization drainage system drill hole In progress 66 Asset Property, plant and equipment 3 3,108 2023 Codelco Chile Normalization handling feeding powder transport Completed – Asset Property, plant and equipment 10,763 – 2021 Codelco Chile Construction thickened tailings Talabre In progress 5,256 Asset Property, plant and equipment 13,498 – 2022 Codelco Chile ization TKS Hazardous Sut Feed DS 43 In progress 11,088 Asset Property, plant and equipment 287 10,888 2023 Codelco Chile Construction IX stage Talabre tranque In progress 14,015 Asset Property, plant and equipment – 533,873 2026 Codelco Chile Hydrogen well for In progress 1 Asset Property, plant and equipment – 942 2023
Total Chuquicamata Division 142,061 134,672 548,811
Salvador Codelco Chile Improved integration ofthe gas process In progress 10,205 Asset Property, plant and equipment 3,944 – 2022 Codelco Chile Tailings In progress 5,633 Expenditure Operating expenditure 4,72 – 2022 Codelco Chile Acid plants In progress 63,688 Expenditure Operating expenditure 57,787 – 2022 Codelco Chile Solid waste In progress 1,025 Expenditure Operating expenditure 1,631 – 2022 Codelco Chile Water treatment plant In progress 1,481 Expenditure Operating expenditure 752 – 2022 Codelco Chile Bell replacement Completed – Asset Property, plant and equipment 367 – 2021 Codelco Chile DRPAEmergency Completed – Asset Property, plant and equipment 7,359 – 2021 Codelco Chile Compliance DS 43 storage dangerous substances Completed – Asset Property, plant and equipment 692 – 2021 Codelco Chile Riles and Wastewater Standard In progress 432 Asset Property, plant and equipment 1 – 2022
Total Salvador Division 82,464 77,015
Andina Codelco Chile Construction canal outline DL east Completed – Asset Property, plant and equipment 2,018 – 2021 Codelco Chile Valve and works rating Completed – Asset Property, plant and equipment 1,1129 – 2021 Codelco Chile Solid waste In progress 2,855 Expenditure Operating expenditure 1,990 – 2022 Codelco Chile Water treatment plant In progress 5,023 Expenditure Operating expenditure 4,992 – 2022 Codelco Chile Tailings In progress 93,556 Expenditure Operating expenditure 86,414 – 2022 Codelco Chile Acid drainage In progress 39,509 Expenditure Operating expenditure 34,161 – 2022 Codelco Chile Environmental monitoring In progress 1,184 Expenditure Operating expenditure 1,009 – 2022 Codelco Chile ] external matters In progress 2,559 Expenditure Operating expenditure 2,576 – 2022 Codelco Chile DLN conditioning works Completed – Asset Property, plant and equipment 3,606 – 2021 Codelco Chile Excavation operation improvement In progress 485 Asset Property, plant and equipment 1,863 1,033 2023 Codelco Chile Water dispatch tunnel modification In progress 707 Asset Property, plant and equipment 2,995 – 2022 Codelco Chile pl ofthe catct system for rafts tove In progress 7,060 Asset Property, plant and equipment 2,395 1,202 2023 Codelco Chile Dam Ovejeria: longitudinal drainage stage 8 In progress 8,007 Asset Property, plant and equipment 27,513 – 2022 Codelco Chile North extended ballast deposit In progress 82,983 Asset Property, plant and equipment 32,338 274,473 2025 Codelco Chile Standard Instruments Tranque Los Leones In progress 696 Asset Property, plant and equipment 68 2,558 2023 Codelco Chile Construction of spill containment chamber In progress 1,542 Asset Property, plant and equipment – 2022 Codelco Chile Recirculated water system oy-cord dam In progress 526 Asset Property, plant and equipment – 9,252 2024 Codelco Chile Replacement of transformers into oil In progress 53 Asset Property, plant and equipment – 338 2023
Total Andina Division 246,745 205,067 288,856
Subtotal 471,270 416,754 837,667
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CODELCO Disbursements 12-31-2022 12-31-2021 Future committed disbursements Company Project name Project status ThUS$ Assets Expenditure Item of Asset! D estination ThUS$ ThUS$ Estimated date El Teniente Codelco Chile Construction of 7th phase Carén dam In progress 43,426 Assets Property, plant and equipment 56,802 103,575 2023 Codelco Chile Construction of slag treatment plant Completed – Asset Property, plant and equipment 2,136 – 2021 Codelco Chile ¡Acid plants In progress 83,265 Expenditure Operating expenditure 72,928 2022 Codelco Chile Solid waste In progress 2,943 Expenditure Operating expenditure 3,081 2022 Codelco Chile Water treatment plant In progress 13,471 Expenditure Operating expenditure 14,682 2022 Codelco Chile Tailings In progress 49,730 Expenditure Operating expenditure 61,233 – 2022 Codelco Chile Well construction and hydrogeology modification Colihue-Cauquenes In progress 1,552 Asset Property, plant and equipment 2,755 1,241 2023 Codelco Chile Caren reservoir stage 8 and 9 In progress 18,814 Asset Property, plant and equipment 2,223 371,251 2027 Codelco Chile Construction of Complementary Water Works Tranque Barahona 2 In progress 6,115 Assets Property, plant and equipment 1,019 28,506 2024 Codelco Chile Restoration Slaughterhouse Drive In progress 6,260 Asset Property, plant and equipment 580 21,874 2024 Codelco Chile Flow CEMS Acquisition In progress 267 Asset Property, plant and equipment – 100 2023 Total El Teniente Division 225,843 217,439 526,547 Gabriela Mistral Codelco Chile Environmental monitoring In progress 2 Expenditure Operating expenditure 23 2022 Codelco Chile Solid waste In progress 2,018 Expenditure Operating expenditure 2,969 2022 Codelco Chile Environmental consultancy In progress 4 Expenditure Operating expenditure 51 2022 Codelco Chile Effuent treatment plant In progress 1 Expenditure Operating expenditure – – 2022 Codelco Chile Garbage dump extension phase VIII In progress 13,188 Asset Property, plant and equipment 9,138 11,920 2023 Total Gabriela Mistral Division 15,213 12,181 11,920 Ventanas Codelco Chile ¡Acid plants In progress 27,952 Expenditure Operating expenditure 22,867 2022 Codelco Chile Solid waste In progress 1,109 Expenditure Operating expenditure 2,100 2022 Codelco Chile Environmental monitoring In progress 1,450 Expenditure Operating expenditure 1,527 2022 Codelco Chile Effuent treatment plant In progress 6,326 Expenditure Operating expenditure 5,793 2022 Codelco Chile Improved gas abatement collection In progress 140 Asset Property, plant and equipment 1,112 2022 Codelco Chile Critical Var monitoring implementation Completed – Asset Property, plant and equipment 531 2021 Codelco Chile Standardization of the handling of hazardous substances In progress 2,032 Asset Property, plant and equipment 3,700 2022 Codelco Chile Standardization of CEMS Chimney PPAL and PAS In progress 389 Asset Property, plant and equipment 54 711 2023 Total Ventanas Division 39,398 37,684 nn Radomiro Tomic Codelco Chile Solid waste In progress 951 Expenditure Operating expenditure 924 2022 Codelco Chile Environmental monitoring In progress 172 Expenditure Operating expenditure 99 2022 Codelco Chile Effuent treatment plant In progress 1,426 Expenditure Operating expenditure 720 2022 Codelco Chile Preliminary works water supply Completed – Asset Property, plant and equipment 4,714 – 2021 Codelco Chile Construction of community works In progress 1,434 Asset Property, plant and equipment – 36,830 2025 ¡Total Radomiro Tomic Division 3,983 6,457 36,830 Ministro Hales Codelco Chile Solid waste In progress 1,367 Expenditure Operating expenditure 2,450 2022 Codelco Chile Effuent treatment plant In progress 195 Expenditure Operating expenditure 187 2022 Codelco Chile Implementation of pit aquifer monitoring Completed – Asset Property, plant and equipment 399 2021 Total Ministro Hales Division 1,562 3,036 – Ecometales Limited Ecometales Limited Smelting powders leaching plant In progress 1,147 Expenditure Operating expenditure 1,013 1,174 2023 Ecometales Limited Smelting powders leaching plant In progress 61 Expenditure Operating expenditure 7 40 2023 idiary les Limited 1,208 1,020 1,214 Subtotal 287,207 277,817 576,582 [Total 758,477 694,571 | 1,414,249
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34. Subsequent Events
On January 6, 2023, exempt decree No. 4 was issued amending the joint exempt decree of the Ministries of Finance and Mining No. 194, dated June 22, 2022, which authorizes the formation of capitalization and reserve funds in the Corporation. This amendment refers to the resources to be paid with charge to the profits of the years 2022 and 2023.
On January 30, 2023, it is reported as an essential fact that Codelco accessed the international financial markets through the issuance of bonds in New York.
The bond placement was for a total of US$900 million at a 10-year term with a yield of 5.133%. The rate represents a spread of 158 basis points over the U.S. Treasury bond of the equivalent term.
This operation is a new step in the sustainable financing of the investment portfolio, in accordance with the guidelines set by the Board of Directors, in terms of advancing in the materialization of structural projects and maintaining a solid financial position.
The issuance transaction was led by BNP Paribas, Bank of America, Banco Santander and Scotia Capital (USA) Inc.
On February 3, 2023, in accordance with the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045, details of the financing transaction carried out on January 30, 2023 are reported as an essential fact.
On February 28, 2023, it is reported as an essential fact that, on the same date, Ms. Patricia Núñez Figueroa resigned as Director of Corporación Nacional del Cobre de Chile, in accordance with Article 8C letter b) of Decree Law 1,350.
On March 1, 2023, it is reported as an essential fact that H.E. the President of the Republic has appointed, Mr. Eduardo Bitrán Colodro and Mr. Ricardo Álvarez Fuentes as members of the Board of Directors of Codelco, as of May 11, 2023.
On March 6, 2023, the National Congress approved the modification of Law No. 19,993, which obliged the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAMI) at the Ventanas Smelter.
On March 15, 2023, it is reported as an essential fact, the sad passing of Mr. Isidoro Palma Penco, director of the Corporation from 2015 to date, leaving his position vacant. The position of director shall be replaced, for the remainder of his term, in accordance with the rules established in the legislation in force.
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Corporación Nacional del Cobre de Chile
On March 28, 2023, it is reported as an essential fact that H.E. the President of the Republic has appointed Ms. Isabel Marshall Lagarrigue as a member of the Board of Directors of Codelco, replacing former director Patricia Núñez until May 2025.
He has also appointed Mr. Eduardo Bitrán to replace the late director Isidoro Palma until May 12.
After that, he will assume a regular four-year term for which he was appointed through the Senior Public Management system.
Finally, it is noted that the decree containing the aforementioned appointments is in process.
On March 29, 2023, it is reported as an essential fact that Mr. Francisco Balsebre Olarán, General Manager of the Ministro Hales Division, will cease his functions in the Corporation, remaining in his position until April 29, 2023.
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, 2023 and the date of issue of these consolidated financial statements as March 30, 2023.
André Sougarret Larroquete Alejandro Rivera Stambuk Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE
Consolidated Financial Statements As of December 31, 2021
F-231 le pwce
INDEPENDENT AUDITOR’S REPORT (A free translation from the original in Spanish)
Santiago, February 24, 2022
To the President and 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, which comprise the consolidated statement of financial position as of December 31, 2021, and the related consolidated statements of profit orloss, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes to the consolidated financial statements.
Management’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. 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.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit 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 involves 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 entity’s preparation and fair presentation of the 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
PwC Chile, Av. Andrés Bello 2711- piso 5, Las Condes – Santiago, Chile RUT: 81.513.400-1 | Teléfono: (56 2) 29400000 | www.pwe.cl
F-232 e pwce
Santiago, February 24, 2022 Corporación Nacional del Cobre de Chile
2
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, 2021, and the results of their operations and their cash flows for the year then ended in accordance with International Financial Reporting Standards.
Other matters
The consolidated financial statements of Corporación Nacional del Cobre de Chile and its subsidiaries for the year ended December 31, 2020 were audited by other auditors whose report thereon, dated February 25, 2021, expressed an unqualified opinion on those statements.
LB Ufa rro 3 – no
Digitally signed by Juan Carlos Pitta De Clemente RUT: 14.709.125-7. The digital certificate is embedded in the electronic version of this document.
F-233
Y
CODELCO
CODELCO – CHILE
Consolidated financial statements December 31, 2021 (A free translation from the original in Spanish)
F-234
CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS (A free translation from the original in Spanish)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION CONSOLIDATED STATEMENTS OF PROFIT OR LOSS CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS l. GENERAL INFORMATION
1. Corporate information
2. Basis of presentation of the consolidated financial statements ll. SIGNIFICANT ACCOUNTING POLICIES
1. Significant judgments and key estimates
2. Significant accounting policies
3. New standards and interpretations adopted by the Corporation
4. New accounting pronouncements
Il. EXPLANATORY NOTES
1. Cash and cash equivalents
2. Trade and other receivables
3. Balances and transactions with related parties
4. Inventories
5, Income taxes and deferred taxes
6. Current and non-current tax assets and liabilities
7. Property, plant and equipment
8. Leases
9. Investments accounted for using the equity method
10. Subsidiaries
11. Current and non-current financial assets
12. Other financial liabilities
13. Fair Value of financial assets and liabilities
14. Market value hierarchy for items at market value
15. Trade and other payables
16. Other provisions
17. Employee benefits
18. Equity
19. Revenue
20. Expenses by nature
21. Asset impairment
22. Otherincome and expenses by function
23. Finance costs
24. Operating segments
25. Exchange difference
26. Statement of cash flows
27. Risk management
28. Derivatives contracts
29. Contingencies y restrictions
F-235
OUwO0o0 00 –Jor0onpqqéere
100
30.
31.
32.
33.
34,
Guarantees
Balances y foreign currency Sanctions
Environmental Expenditures Subsequent Events
F-236
107 108
110
110
113
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2021 and 2020 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 12312021 12312020
NS Assets Current Assets Cash and cash equivalents 1 1,283,618 2,107,493 Other current financial assets 11 320,340 283,890 Other current non-financial assets 23,997 32,634 Trade and other current receivable 2 4,194,350 3,249,317 Accounts receivable from related entities, current 3 156,711 98,397 Inventories 4 11811,455 1,912,067 Current tax assets 6 11,438 74,324 Total current assets 7,801,909 7,758,122 Non-current assets
Other non-current financial assets 11 38,283 133,751 Other non-current non-financial assets 1,621 2,517 Non-current receivable 2 104,177 93,986 Accounts receivable from related parties, non-current 3 224 224 Non-current inventories 4 610,558 585,105 Investments accounted from using equity method 9 3,546,011 3,418,958 Intangible assets other then goodwill 43,311 45,895 Property, plant and equipment 7 30,449,893 29,551,905 Investment property 981 981 Right of-use assets 8 361,539 461,040 Non-current tax assets 6 4,333 111,994 Deferred tax assets 5 94,595 45,908 Total non-current assets 35,255,526 34,452,264 Total assets 43,057,435 42,210,386
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2021 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 12312021 12312020 No Equity and liabilities Liabilities Current liabilities Other financial liabilities, current 12 605,203 529,946 Lease liabiliies, current 8 112,104 145,404 Trade and other payables 15 1,497,429 1,498,285 Accounts payable to related entities, current 3 221,344 198,924 Other short-term provisions 16 742,027 562,027 Tax liabiliies, current 6 308,376 8,445 Current provision for employee benefits 17 419,323 460,778 Other Current non-financial liabilities 33,071 36,098 Total current liabilities 3,938,877 3,439,907 Non-current liabilities Other non-current financial liabilities 12 16,903,640 17,735,200 Non-current lease liabilities 8 240,023 339,604 Non-current payables 1,065 460 Other long-term provisions 16 2,457,585 2,294,507 Deferred tax liabilities 5 7,004,523 5,527,795 Non-current provisions for employee benefits 17 934,542 1,243,940 Other non-current non-financial liabilities 2,279 2,482 Total non-current liabilities 27,543,657 27,143,988 Total liabilities 31,482,534 30,583,895 Equity Issued capital 5,619,423 5,619,423 Other reserves 5,286,406 5,276,822 Accumulated deficit 18.b (277,340) (194,696) Equity attributable to owners of the parent 10,628,489 10,701,549 Non-controlling interests 18.b 946,412 924,942 Total equity 11,574,901 11,626,491 Total liabilities and equity 43,057,435 42,210,386
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS For the years ended December 31, 2021 and 2020
(In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 112021 112020 N? 12312021 12312020 Revenue 19 21,024,815 14,173,168 Cost of sales (12,185,688) (10,565,179) Gross profit 8,839,127 3,607,989 Other income 22. 115,741 97,321 Distribution costs (9,389) (9,463) Administrative expenses (459,278) (397,045) Ohter expenses, by function 22.b (2,717,007) (1,456,821) Other gains 37,531 30,425 Income from operating activities 5,806,725 1,872,406 Finance income 13,657 40,213 Finance costs 23 (641,009) (742,464) Impairment of earnings and reversal of impairmentlosses as determined in accordance with (1,250) (206) IFRS 9 Share of profitof associates and join ventires accounted for using equity method 9 414,845 39,436 Foreign exchange diference 25 313,736 (165,501) [Income for the years before tax 5,906,704 1,043,884 Income tax expense 5 (3,855,336) (787,003) [Net income for the years 2,051,368 256,881 Profit atributable to Profit atributable to owners ofthe parent 1,942,486 242,993 Profit atributable to non-controling interests 18.b 108,882 13,888 Net income for the years 2,051,368 256,881
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2021 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 112021 112020 NO 12312021 12312020 Netincome for the years 2,051,368 256,881
Comprehensive income
Components of other comprehensive income that will not be reclassified to profit or loss, before tax:
Gains on remeasurement of defined benefit plans, before tax 17 152,966 359 Share of other comprehensive (loss) income of associates and joint ventures accounted for
j . . . 9,228 4,043 using the equity method that will not be reclassifed to profitor loss before tax ) Total comprehensive income (loss) that will not be reclassified to profit or loss 162,194 (3,684) before tax Components of other comprehensive income that will be reclassified to profit or loss, before tax:
Exchange difference on translation
Losses (gains) on exchange difference on translation, before tax (3,282) 3,733 [Comprehensive income (loss), before tax, exchange differences on translation (3,282) 3,733| Cash flows hedges
Losses on cash flows hedges, before tax (97,835) (47,194)
Comprehensive income before tax, cash flow hedges (97,835) (47,194)]| Total comprehensive income to be reclassified to income for the period, before tax (101,117) (43,461)
Other components of comprehensive income, before tax 61,077 (47,145)
Income tax related to components of other comprehensive income
Income tax effect relating to beneft plans in other comprehensive income 5 (106,983) (145)
Income taxes related to components of other comprehensive income that will not (106,983) (145) be reclassified to profit or loss for the period
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 63,593 30,676 nome tone nenod components of comprehensive income to be reclassified to 63,593 30,676 Comprehensive income 17,687 (16,614) Total comprehensive income 2,069,055 240,267 Comprehensive income, attributable to
Comprehensive income attributable to owners of parent 1,957,836 227,516 Comprehensive income attributable to non.controlling interests 18.b 111,219 12,751 [Total comprehensive income 2,069,055 240,267
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Reserve on . . exchange Reserve of cash Resene ol oner Total othel Equiy atribuible Non-controlliry Xx si r Y ll
12312021 Issued capital . Y remeasurement of miscellaneous Accumulated deficit | to owners of the . y Total equity differences on flow hedges reserves interests . defined benefit plans reserves parent translation Opening balance at 112021 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 Changes in equity Gain 1,942,486 1,942,486 108,882 2,051,368 Comprehensive income (3,282) (34,242) 45,983 6,891 15,350 15,350 2,337 17,687 Profit (loss) (3,282) (34,242) 45,983 6,891 15,350 1,957,836 111,219 2,069,055 Dividends (2,033,206) (2,033,206) (2,033,206) (Decrease) Increase through transfers and other changes in equity – – – (5,766) (5,766) 8,076 2,310 (89,749) (87,439) Total changes in equity – (3,282) (34,242) 45,983 1,125 9,584 (82,644) (73,060) 21,470 (51,590) Closing balance at 12312021 5,619,423 (6,221) (31,254) (259,573) 5,583,454 5,286,406 (277,340) 10,628,489 946,412 11,574,901
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Reserve on . .
Reserve of Other Equity attributable . . exchange Reserve of cash . Total other . Non-controlling .
12312020 Issued capital . remeasurement of miscellaneous Accumulated deficit | to owners of the . Total equity differences on flow hedges reserves interests . defined benefit plans reserves parent translation Opening balance at 112020 5,619,423 (6,672) 19,506 (305,770) 5,584,683 5,291,747 (196,260) 10,714,910 919,757 11,634,667 Changes in equity Gain 242,993 242,993 13,888 256,881 Comprehensive income 3,733 (16,518) 214 (2,906) (15,477) (15,477) (1,137) (16,614) Profit (loss) 3,733 (16,518) 214 (2,906) (15,477) 227,516 12,751 240,267 Dividends (239,076) (239,076) (239,076) (Decrease) Increase through transfers and other changes in equity – – – 552 552 (2,353) (1,801) (7,566) (9,367) Total changes in equity 3,733 (16,518) 214 (2,354) (14,925) 1,564 (13,361) 5,185 (8,176) Closing balance at 12312020 5,619,423 (2,939) 2,988 (305,556) 5,582,329 5,276,822 (194,696) 10,701,549 924,942 11,626,491
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (In thousands of US dollars – ThUS$)
(A free translation from the original in Spanish)
Note 112021 112020 N? 12312021 12312020
Cash flow provided by (used in) operating activities
Classes of cash receipts from operating activities
Receipts from sales of goods and rendering of services 20,084,649 13,642,629 Other receipts from operating activities 26 2,068,751 1,860,971 Payments to suppliers for goods an services (9,734,039) (7,866,515) Payments and on behalf of employees (1,679,583) (1,475,278) Other cash payments from operating activities 26 (3,140,663) (2,377,017) Dividends received 270,892 22,715 Income tax paid (1,978,516) (28,817) [Cash flows provided by (used in) operating actvites 5,891,491 3,778,688] Cash flows provided by (used in) investing activities
Other payments to acquire equity or debit instruments of other entities (193) (176) Purchase of property, plant and equipment (2,822,001) (2,383,003) Interestreceived 7,522 37,095 Other cash (outflows) (66,901) (81,644) [Cash flows (used in) investing activities (2,881,573) (2,427,728)| Cash flows from (used in) financing activities
Total proceed from borrowings and bond long term 780,000 3,996,000 Payment of borrowings and bonds (1,444,310) (3,248,184) Payment of lease liabilities (138,668) (132,263) Dividends paid (2,033,206) (239,076) Interest paid (765,662) (753,099) Other cash (outflows) infows (177,291) (161,273) Cash flows (used in) provided by financing activities (3,779,137) (537,895) Net increase in cash and cash equivalents before effects of exchange rate changes (769,219) 813,065 Effectof exchange rate changes on cash and cash equivalents (54,656) (8,677) Increase (decrease) in cash and cash equivalents (823,875) 804,388 Cash and cash equivalents at beginning of period 1 2,107,493 1,303,105 Cash and cash equivalents at end of period 1,283,618 2,107,493
The accompanying notes are an integral part of these consolidated financial statements.
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CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 AND 2020 (In thousands of US dollars of the United States of America, except as indicated in other currency or unit)
GENERAL INFORMATION
1. Corporate information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation), is, in Managements 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.
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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 ¡s 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 11 of Note 9.
Basis of presentation of the consolidated financial statements
The consolidated statements of financial position as of December 31, 2021 and 2020, the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2021 and 2020 have been prepared in accordance with International Accounting Standard No. 1 (IAS 1) “Presentation of Financial Statements”, incorporated in the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (hereinafter “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).
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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 as of December 31, 2021, which financial statements fully comply with IFRS. These consolidated financial statements as of December 31, 2021 were approved by the Board of Directors at a meeting held on February
24, 2022.
Accounting principles
These consolidated financial statements reflect the financial position of Codelco and affiliates as of December 31, 2021 and 2020, as well as the results of their operations, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and their related notes, all prepared and presented in accordance with lAS 1 “Presentation of Financial Statements, considering the respective presentation regulations of the Financial Market Commission (CMP?”.
Il. SIGNIFICANT ACCOUNTING POLICIES
1. 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.
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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 ¡ts estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
c) 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 (“CGUSs) 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.
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.
F-247 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 |AS 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. 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 such an indicator exists, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with lAS 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.
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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 ¡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.
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 – 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 IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
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2. Significant accounting policies a. 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, 2021 and 2020. – Consolidated Statements of Comprehensive Income for the years ended December 31,
2021 and 2020. – Consolidated Statements of Changes in Equity for the years ended December 31, 2021 and 2020.
– Consolidated Statements of Cash Flows for the years ended December 31, 2021 and
2020. . Basis of preparation – These consolidated financial statements of the Corporation as of
December 31, 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 and statements of income for the year ended December 31, 2020, equity and cash flows for the year ended December 31, 2020, which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the IASB, on a basis consistent with the criteria used for the same period ended December 31, 2021, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of December 31, 2021, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation” in section ll of this report.
These consolidated financial statements have been prepared from accounting records held by the Company. . 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.
F-250 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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The companies included in the consolidation are as follows:
TAX ID No. COMPANY Country Currency 12312021 12312020 % 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. USA US$ 100.00 – 100.00 100.00 Foreign Codelco International Limited Bermuda US$ – – – 100.00 Foreign Codelco Kupferhandel 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 Singapore P.L Singapure US$ 100.00 – 100.00 100.00 Foreign Codelco USA Inc. USA US$ – 100.00 100.00 100.00 Foreign Codelco Canadá Canada US$ 100.00 0.00 100.00 100.00 Foreign Ecometales Limited Channel Islands 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 – 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 100.00 0.00 100.00 100.00
96.817.780-K Inmobiliaria de Salud de Codelco SpA (Ex – SEHC Calama) Chile US$ 100.00 0.00 | 100.00 100.00
76.354.490-7 Inmobiliaria Hospital del Cobre-Calama S.A. Chile CLP – 100.00 | 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 99.73 0.27 100.00 100.00
76.064.682-2 Centro de Especialidades Médicas Río Blanco Ltda. Chile CLP – 100.00 | 100.00 100.00
77.773.260-9 Inversiones Copperfield 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 99.90 0.10 100.00 99.99
78.394.040-K Centro de Servicios Médicos Porvenir Ltda. 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
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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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.
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 ¡s 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 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.
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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 (12-31-2021: US$ 36,69; 12-31-2020: US$
40,89) 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:
Relation Closing exchange ratios
12312021 12312020
US$ CLP 0.00118 0.00141 US$ GBP 1.34880 1.36036 US$ BRL 0.17957 0.19317 US$ EURO 1.13135 1.22836 US$ AUD 0.72480 0.76781 US$ HKD 0.12821 0.12900 US$ RMB 0.15680 0.15365
F-254 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. 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. 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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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.
Adoditionally, 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.
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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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.
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 its 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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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.
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 (PP£E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
. 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: – lItis probable that the future economic benefits associated with the stripping activity will flow to the entity. – ltis 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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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 IAS 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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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 December 31, 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.
. 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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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.
. 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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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. . 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 ¡s receipt of the product 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.
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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.
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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A hedge is considered highly effective when it meets the requirements of IFRS 9. At the time of 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, 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.
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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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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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” (SPP!) 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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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. . 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 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. . 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. . 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).
F-267 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, IAS
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.
The application ofthese amendments had no impact on the Corporation’s consolidated financial statements, but may affect the accounting for future transactions or arrangements. b) COVID-19 Related Lease Concessions (Amendments to IFRS 16)
In May 2020, the lASB issued COVID-19 Related Lease Concessions (Amendments to IFRS 16) to provide lessees with an exemption to assess whether COVID-19 related lease concessions are a lease modification. At the date of issuance, the practical dossier was limited to lease concessions for which any reduction in lease payments affected only payments originally due on or before June 30, 2021. Given that lessors continue to grant COVID-19 related lease awards to lessees and given the continuing and significant effects of the pandemic, the lASB decided to extend the period over which the practical expedient is available.
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The changes amend IFRS 16 to: a) Permit 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 (rather than only payments originally due on or after June 30, 2021); b) Require a lessee that applies the amendments to do so for annual reporting periods beginning on or after April 1, 2021; c) Require a lessee that applies 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 first applies the amendments; and
d) Specify that, in the reporting period in which a lessee first applies the amendments, a lessee is not required to disclose the information required by paragraph 28(f) of IAS 8.
The application of these amendments had no impact on the Corporation’s consolidated financial statements, but may affect the accounting for future transactions or arrangements. c) IFRS 9 “Financial Instruments”: Hedge Accounting.
Effective January 1, 2018, the Corporation adopted IFRS 9, electing at that time to continue to apply the hedge accounting requirements of IAS 39 rather than the requirements of Chapter 6 of IFRS 9.
Effective January 1, 2021, the Corporation elected to apply the hedge accounting requirements of IFRS 9, which, unlike IAS 39, proposes a hedge model that aligns accounting rules with the entity’s risk management activities. Thus, in relation to the assessment of the effectiveness of a hedge, IFRS 9 replaces the strict quantitative criteria of IAS 39 with others based on principles.
The application of IFRS 9 was made prospectively and had no monetary impact as of September 30, 2021, nor did it imply any remeasurement of the balances presented in any of the consolidated financial statements submitted in periods prior to these consolidated financial statements.
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4, New accounting pronouncements
The following new standards, amendments and interpretations had been issued by the |ASB, but their application is not yet mandatory:
New IFRS Date of mandatory Summary application IFRS 17, Insurance | Annual periods | Establishes the principles for the Contracts 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.
Classification of | Annual periods | The amendments aim to promote Liabilities as Current or | beginning on or after | coherence in applying its Non-Current January 1, 2024 requirements by helping (Amendments to lAS 1) 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 Annual periods Reference to Conceptual Conceptual Framework | beginning on or after Framework 2018 instead of 1989. (Amendments to IFRS | January 1, 2022 Adoditionally, for transactions
3) within the scope of IAS 37 or
IFRIC 21, an acquirer will apply |AS 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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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 lAS 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.
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 lllustrative Example 13, the illustration of the reimbursement of improvements to the leased asset made by the lessor.
¡AS 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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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 IAS 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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New IFRS
Date of mandatory application
Summary
IFRS 10 Consolidated financial statements and lAS 28 Investments in Associates and Joint Ventures
Not specified
Issued in September 2014. The amendment addresses an inconsistency between the requirements in IFRS 10 and those in IAS 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
Annual periods beginning on or after January 1, 2023
The amendments clarify that initial recognition exemption does not implement to the transactions that may arise equals amounts of the deductible or taxable
IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS
17 and IFRS 9) to apply the amendment shall apply it when it first applies IFRS
17 not yet approved for use in the EU.
12) temporary differences within initial recognition.
Initial Application of | An entity that chooses | The amendment permits entities
applying IFRS 17 and IFRS 9 for the first time at the same time to present comparative information about a financial asset as if the classification and measurement requirements of IFRS 9 had been applied previously to that financial asset.
Management is currently evaluating the impact of the adoption of these new regulations and modifications. lt is not expected to have a significant impact on the consolidated
financial statements.
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III EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2021 and 2020, is as follows:
Item 12312021 | 12312020 ThUus$ ThUS$
Cash on hand 890 196 Bank balances 611,861 440,756 Time deposit 649,955 | 1,652,271 Mutual funds – Money market 19,142 14,270 Repurchase agreements 1,770 – Total cash and cash equivalents 1,283,618 | 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.
Accordingly, as of December 31, 2021, there is a positive provision in the account trade and other receivables of TRUS$ 187 541 for unfinished sales invoices. As of December 31,
2020 there was a positive provision of TNUS$ 381,883.
F-274 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
12312021 | 12312020 | 12312021 | 12312020 ThUus$ ThUus$ ThUS$ ThUus$
Trade receivables (1) 3,752,997 2,720,443 431
Allowance for doubtful accounts (3) (11,410) (9,353)
Subtotal trade receivables, net 3,741,587 2,711,090 431
Other receivables (2) 460,610 545,853 104,177 93,555
Allowance for doubtful accounts (3) (7,847) (7,626)
Subtotal other receivable, net 452,763 538,227 104,177 93,555
Total 4,194,350 | 3,249,317 104,177 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$ 132,674 and ThUS$167,982 as of December 31, 2021 and 2020, respectively.
e Corporation’s employee short-term loans and mortgage loans, both monthly deducted from the employee’s salaries. Mortgage loans granted to the Corporation’s employees for ThUS$ 28,086 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 December 31, 2021 and 2020, were as follows:
Item 12312021 | 12312020 ThUS$ Thus$ Opening balance 16,979 14,195 increases 2,218 3,168 Write-offsapplications (384) Total movements 2,278 2,784 Closing balance 19,257 16,979
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3. The balance of past due but not impaired balances is as follows:
Age 12312021 | 12312020 ThUus$ ThUuS$ Less than 90 days 4,030 8,370 Between 90 days and 1 year 1,304 15,876 More than 1 year 5,977 8,876 Total unprovisioned past-due debt 11,311 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 ¡ts 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-276
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 TaxIDNo. [Country Nature of Description 112021 112020
Relationship ofthe 12312021 | 12812020 transaction Amount Amount Thus$ Thus$
Anglo American Sur S.A. 77.762.940-9| Chile [Affiliate Supplies 22 5
Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7| Chile [Other related parties |Services 1,589
Centro de Especialidades Médicas San Lorenzo Ltda. 76.124,156-7| Chile [Associate Semices 387
Clinica San Lorenzo Ltda. 88.497.100-4| Chile [Associate Services 426
Ecometales limited agencia en Chile 59.087.530-9| Chile [Associate Services and Supplies 661 148
Flsmidth S.A. 89.664.200-6| Chile [Employee’s relative |Supplies 23,695 4,537
Fundación de Salud El Teniente 70.905.700-6| Chile [Associate Services 6,583 22,040
Fundación Orquesta Sinfónica Infantil de los Andes. 65.018.784-9| Chile |Founder Semices 105 100
Highsenvice ingeniería y construcción ltda. 76.378.396-0| Chile [Employee’s relative |Services 13,984
Industrial y Comercial Artimatemb Ltda. 76.108.720-7| Chile [Employee’s relative |Supplies 180
Ingeniería de Protección SpA 89.722.200-0| Chile [Employee’s relative |Supplies – 7
ISalud Isapre de Codelco Ltda 76.334.370-7| Chile [Associate Services 15,122
Kairos Mining S.A. 76.781.030-K| Chile [Other related parties [Services 13,332
Komatsu Chile S.A 96.843.130-7| Chile [Employee’s relative |Services and Supplies 878
Linde Gas Chile S.A. 90.100.000-K| Chile |Employee’s relative [Supplies 36 25
Nueva Ancor Tecmin S.A. 76.411.929-0| Chile [Employee’s relative |Supplies 4
Prestaciones de Servicios de la Salud Intersalud Ltda. 77.270.020-2| Chile [Associate Services 596
Servicios de Ingeniería IMA S.A. 76.523.610-K| Chile |Employee’s relative [Services 25
Sociedad Contractual Minera El Abra. 96.701.340-4| Chile [Affiliate Supplies 2
Sonda S.A. 83.628.100-4| Chile [Employee’s relative |Serices 2,408 132
Suez Medioambiente Chile S.A. 77.441.870-9| Chile [Employee’s relative |Supplies 98 4,261
ADM Planning Consultores Ltda 77.770.490-7| Chile [Employee’s relative |Serices 2,291
Clariant (Chile) Ltda. 80.853.400-2| Chile [Employee’s relative |Supplies 38,873
Manufacturas AC Ltda 77.439.350-1| Chile [Employee’s relative |Supplies 123 13
MI Robotic Solutions S.A. 76.869.100-2| Chile [Employee’s relative |Services and Supplies 396 13
Tecno Fast S.A. 76.320.186-4 | Chile [|Employee’s relative [Services 19,394
Termoequipos SpA 78.123.830-9| Chile [Employee’s relative |Supplies 4
Comercial e Import. Villanueva Ltda 77.000.200-1| Chile [Employee’s relative |Supplies 834
Deloitte Advisory SpA 76.863.650-8| Chile [Employee’s relative |Semices 77
Sitrans Servicios Integrados de transporte Ltda 96.500.950-7| Chile [Employee’s relative |Services 2,800
Symnetics S.A 77.812.640-0| Chile [Employee’s relative |Services 1,019
Constructora Domingo Villanueva Arancibia S.A. 96.846.150-8| Chile [Employee’s relative |Services 5,860
Metso Outotec Chile SpA 93.077.000-0| Chile [Employee’s relative |Services and Supplies 138,565
Ingeniería y Construcción Fenix Ltda 76.134.977-5| Chile [Employee’s relative |Supplies 910
Janssen S.A. 81.198.100-1| Chile [Employee’s relative |Supplies 98
Enaex Servicios S.A. 76.041.871-4| Chile [Employee’s relative |Supplies 9
CAID S.A. 76.069.751-6| Chile |Employee’s relative [Supplies 4
Consultorías, Asesorías, Auditorías y Capacitación Guerra y Guerra Ltda |76.168.106-0| Chile [Employee’s relative [Services 437
Consorcio Cruz y Davila – Zañartu Ingeniería Ltda 76.381.335-5| Chile [Employee’s relative |Services 5,280
Costella Proyectos 76.282.588-0| Chile [Employee’s relative |Services 18,177
F-277 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, 2021 and 2020, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
Name Tax 1D No. Country Nature of relationship Description of 112021 112020 the transaction 12312021 12312020 Amount Amount ThUS$ ThUS$ Blas Tomic Errázuriz 5.390.891-8 Chile Director Directors’s fees 38 94 Ghassan Dayoub Pseli 14.695.762-5 Chile Director Directors’s fees 23 75 Ghassan Dayoub Pseli 14.695.762-5 Chile Director Payroll 45 107 Hernán de Solmininac Tampier 6.263.304-2 Chile Director Directors’s fees 87 75 Isidoro Palma Penco 4.754.025-9 Chile Director Directors’s fees 101 75 Juan Benavides Feliú 5.633.221-9 Chile ARA ofthe Board of Directors’s fees 130 113 Juan Morales Jaramillo 5.078.923-3 Chile Director Directors’s fees 87 75 Paul Schiodtz Obilinovich 7.170.719-9 Chile Director Directors’s fees 30 75 Raimundo Espinoza Concha 6.512.182-4 Chile Director Directors’s fees – 27 Raimundo Espinoza Concha 6.512.182-4 Chile Director Payroll – 13 Rodrigo Cerda Norambuena 12.454.621-4 Chile Director Directors’s fees 7 72 Felipe Larraín Bascuñán 7.012.075-5 Chile Director Directors’s fees 64 Pedro Errázuriz Domínguez 7.051.188-6 Chile Director Directors’s fees 56 Patricia Núñez Figueroa 9.761.676-0 Chile Director Directors’s fees 56
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$2,750,893 (two
F-278 million seven hundred fifty thousand eight hundred ninety-three Chilean pesos) for meeting attendance.
By means of Ordinary Official Letter N * 1611 of July 8, 2020, it is reported that due to the current situation that the country is going through, and in line with what was requested by Codelco and what was reported by the Director of the Budget, it has been considered conducive to decrease by 20% the amount of directors’ remuneration, exceptionally, for the period between July and December 2020, both included.
F-279 d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2020, and will not be adjusted during said period.
On the other hand, the short-term benefits to key management of the Corporation expensed during the years ended December 31, 2021 and 2020, were ThUS$ 13,213 and ThUS$ 10,682, 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, 2021 and 2020, there were payments to key management of Codelco for severance indemnities and other retirement-related payments, amounted for ThUS$ 237 and ThUS$ 1,188. respectively.
There were no payments for other non-current benefits during the years ended December
31, 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.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2021 and 2020 is as follows:
Accounts receivable from related entities: . Current Non-current Comtyof lo Nature ofrelation Indexation – raz021 | 1213112020 | 12312021 | 1213112020
Tax ID No. Name ar origin currancy ThUus$ Thus$ Thus$ ThUus$
77.762.940-9 ‘Anglo American Sur S.A. Chile Associate US$ 147,238 91,039
76.063.022-5 Inca de Oro S.A. Chile Associate US$ 505 544
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 1,319 6,031
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate US$ 1,869 776
96.801.450-1 Agua de la Falda S.A. Chile Associate US$ 5 6 224 224
76.781.030-K Kairos Mining S.A. Chile Associate CLP – 1
76.028.880-2 Sociedad Contractual Minera Puren Chile Associate US$ 5,775
Total 156,711 98,397 224 224
F-280
Accounts payable to related entities:
Current Non-current Tax ID No. Name Coty nature of relation Indexation – rsi021 | azterizozo | 1218112021 | 12312020 origin currancy ThUS$ ThUS$ ThUS$ ThUS$
77.762.940-9 Anglo American Sur S.A. Chile Associate US$ 183,973 171,341
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate US$ 35,145 25,963
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 20
76.781.030-K Kairos Mining S.A. Chile Associate CLP 2,206 1,620
Total 221,344 198,924 –
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 December 31, 2021 and
2020:
112021 112020
12312021 12312020 Effect on Effect on Tax ID No. Company Description of the transaction Country Currency Amount income Amount income (charge)credit (charge)credit ThUS$ ThUS$ Thus$ ThUS$
96.801.450-1 Agua de la Falda S.A. Sales of services Chile CLP 1 1 1 1
96.801.450-1 Agua de la Falda S.A. Contribution Chile US$ 193 176
77.762.940-9 Anglo American Sur S.A. Dividends received Chile US$ 270,577 22,715
77.762.940-9 Anglo American Sur S.A. Dividends receivable Chile US$ 98,172 – 77,416 –
77.762.940-9 Anglo American Sur S.A. Sales of products Chile US$ 181,450 181,450 49,873 49,873
77.762.940-9 Anglo American Sur S.A. Other sales Chile CLP 14,168 14,168 16,003 16,003
77.762.940-9 Anglo American Sur S.A. Purchase of products Chile US$ 1,037,558 (1,037,558) 689,082 (689,082)
76.063.022-5 Inca de Oro S.A. Payments on behalf ofthe company Chile CLP 56 – 74 –
76.781.030-K Kairos Mining S.A. Senices Chile CLP 11,645 (11,645) 10,933 (10,933)
76.781.030-K Kairos Mining S.A. Sales of services Chile CLP 1 1 2 2
76.781.030-K Kairos Mining S.A. Dividends received Chile US$ 78 – –
76.255.054-7 Planta Recuperadora de Metales SpA [Interest on loan Chile US$ 133 133 1,032 1,032
76.255.054-7 Planta Recuperadora de Metales SpA [Services Chile US$ 18,667 (18,667) 23,363 (23,363)
76.255.054-7 Planta Recuperadora de Metales SpA |Sales of services Chile CLP – – 6,944 6,944
76.255.054-7 Planta Recuperadora de Metales SpA |Sales of products Chile US$ 5,327 5,327 73 73
76.255.054-7 Planta Recuperadora de Metales SpA |Loan recovery Chile US$ 5,440 10,689
76.028.880-2 Sociedad Contractual Minera Puren |Dividends received Chile US$ 19
76.028.880-2 Sociedad Contractual Minera Puren [Reduction of capital Chile US$ 5,775
96.701.340-4 Soc. Contractual Minera El Abra Dividends received Chile US$ 217 – – –
96.701.340-4 Soc. Contractual Minera El Abra Purchase of products Chile US$ 341,968 (341,968) 242,204 (242,204)|
96.701.340-4 Soc. Contractual Minera El Abra Sales of products Chile US$ 19,821 19,821 17,216 17,216
96.701.340-4 Soc. Contractual Minera El Abra Other sales Chile US$ 1,493 1,493 1,537 1,537
96.701.340-4 Soc. Contractual Minera El Abra Commissions received Chile US$ 87 87 96 96
96.701.340-4 Soc. Contractual Minera El Abra Other purchases Chile US$ 65 (65) 71 (71)
F-281 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 December 31, 2021 and 2020 are detailed as follows:
Current Non-current Item 12312021 12312020 12312021 12312020 ThUus$ ThUs$ Thus$ Thus$ Finished products 111,516 108,544 Subtotal finished products, net 111,516 108,544 Products in process 1,109,373 1,225,529 610,558 585,105 Subtotal products in process, net 1,109,373 1,225,529 610,558 585,105 Material in warehouse and other 755,157 749,941 Obsolescence allowence adjustment (164,591) (171,947) Subtotal material in warehouse and other, net 590,566 577,994 Total inventories 1,811,455 1,912,067 610,558 585,105
The amount of inventories of finished goods transferred to cost of sales for the periods ended December 31, 2021 and 2020 was ThUS$12,165,733 and ThUS$10,531,406 respectively.
For the years ended December 31, 2021 and 2020, the Corporation has not reclassified strategic inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence is detailed below: Changes in Allowance for Obsolescence [12312021 [12312020 ThUS$ ThUS$
Opening balance (171,947)| (162,498) Decrease (increase) in provisions 7,356 (9,449) Closing balance (164,591)| (171,947)
During the years ended December 31, 2021 and 2020, write-offs of damaged inventories were recognized for ThUS$37,886 and ThUS$8,553, respectively.
At December 31, 2021 the net realizable value provision for copper and its effect on income was ThUS$ 9,137 and a gain of ThUS$ 18,075 respectively (at December 31, 2020 the
F-282 balance of the net realizable value provision was ThUS$ 27,213 and ¡ts effect on income at December 31, 2020 was a profit of ThUS$ 10,931).
As of December 31, 2021 and 2020, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of December 31, 2021 and 2020, there are no inventories pledged as security for liabilities.
Income taxes and deferred taxes a) Composition of income tax expense
Composition 112021 112020
12312021 | 12312020 Thus$ Thus$ Deferred tax assets (1,369,042) (707,793) Currenttax expense (2,490,089) (71,761) Adjustments previous period 3,798 (13,052) Other (3) 5,603 Total tax income (expense) (3,855,336) (787,003)
b) Deferred tax assets and liabilities
The following table details deferred tax assets and liabilities:
Deferred tax assets 12312021 12312020 ThUS$ ThUS$ Provisions 1,541,835 1,494,649 Tax loss 114,961 757,681 Right of use assets (5,153) 18,510 Other (4,079) 15,231 Total deferred tax assets 1,647,564 2,286,071 Deferred tax liabilities 12312021 12312020 ThUS$ ThUus$ Accelerated depreciation 6,405,256 5,828,454 Property, plant and equipment variations 1,714,652 1,483,351 Tax on mining activity 342,926 288,470 Fair value of mining properties acquired 70,178 108,518 Deferred income taxes of subsidiaries 10,770 35,468 Hedging derivatives (7,454) 14,971 Valuation of severance indemnities 21,164 8,726 Total deferred tax liabilities 8,557,492 7,767,958
F-283
The following tables sets forth the deferred taxes as presented in the statement of financial position:
Deferred taxes 12312021 12312020 ThUS$ ThUus$ Non-current assets 94,595 45,908 Non-current liabilites 7,004,523 5,527,795 Total deferred tax, net 6,909,928 5,481,887
The effects of deferred taxes recorded in other comprehensive income are as follows:
Deferred tax effect on components of other comprehensive income 12312021 | 12312020 ThUS$ ThUuS$ Cash flow hedge 63,593 30,676 Defined benefit plans (106,983) (145) Total deferred tax effect on components of other comprehensive income (43,390) 30,531
The following table sets forth the reconciliation of the effective tax rate:
Items 12312021 Taxable base Tax rate
25% 40% 5.00% 25% Add. 40% | 5.00% Total Thus$ Thus$ ThUS$ ThUS$ ThUus$ ThUS$ ThUS$ Tax effect on the income (loss) before taxes 5,822,100 5,822,100 5,822,100 (1,455,525) (2,328,840) (291,105) (4,075,470) Tax effect on the income (loss) before taxes of subsidiaries 84,604 84,604 84,604 (21,151) – (33,842) (4,230) (59,223) Tax effect consolidated profit (loss) before taxes 5,906,704 5,906,704 5,906,704 (1,476,676) (2,362,682) (295,335) (4,134,693) Permanent differences First categoryincome tax (25) (713,552) 178,388 178,388 Specific tax for state-owned entities Art. 2 D.L. 2398 (40% ) (323,471) 129,388 129,388 Specific tax on mining activities 644,356 (32,218) (32,218) Differences tax previous years 3,799 TOTAL TAX EXPENSE (1,298,288) (2,233,294) (327,553) (3,855,336)
12312020 Items Taxable base Tax rate
25% 40% 5% 25% Add. 40% | 5% Total Thus$ Thus$ ThUS$ ThUS$ ThUus$ 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 effect on 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) Differences tax previous years (13,053) TOTAL TAX EXPENSE (245,284) (406,716) (121,950) (787,003)
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
F-284 years. Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
For the specific tax on mining activities, in accordance with Law No. 20469, was estimated a tax rate of 5%.
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 ¡),
11) 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.
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.):
Current tax assets 12312021 | 12312020 ThUS$ ThUus$ Taxes to be recovered 11,438 74,324 Total current tax assets 11,438 74,324 Current tax liabilities 12312021 | 12312020 ThUS$ ThUus$ Monthly provisional pay ment provision 14,742 1,508 Provisión tax 293,634 6,937 Total current tax liabilities 308,376 8,445 Non-current tax assets 12312021 | 12312020 ThUS$ ThUus$ Non-current tax assets 4,333 111,994 Total non-current tax assets 4,333 111,994
F-285
7. Property, plant and equipment a) The items of property, plant and equipment as of December 31, 2021 and 2020, are as
follows: Property, plant and equipment, gross 12312021 | 12312020 ThUS$ ThUuS$ Construction in progress 6,869,931 6,391,278 Land 369,484 383,501 Buildings 6,269,026 | 6,212,776 Plant and equipment 20,291,671 | 19,809,559 Fixtures and fittings 47,618 47,507 Motor vehicles 2,086,593 2,075,364 Land improvements 7,549 671 6,818,024 Mining operations 10,026,052 9,322,060 Mine development 5,612,654 | 5,011,879 Other assets 976,656 1,162,812 Total property, plant and equipment, gross 60,099,356 | 57,234,760 Property, plant and equip ment, accumulated depreciation 12312021 | 12312020 ThUS$ ThUuS$ Construction in progress – – Land 17,949 13,133 Buildings 3,500,094 | 3,335,090 Plant and equipment 11,794,536 | 11,212,105 Fixtures and fittings 44 294 42,305 Motor vehicles 1,622,813 1,545,627 Land improvements 4034,574 | 3,723,860 Mining operations 6,966,153 6,271,794 Mine development 1,148,161 1,019,963 Other assets 520,889 518,978 Total property, plantand equipment, accumulated 29,649,463 | 27,682,855 depreciation Property, plant and equipment, net 12312021 | 12312020 ThUS$ ThUuS$ Construction in progress 6,869,931 6,391,278 Land 351,535 370,368 Buildings 2,768,932 | 2,877,686 Plant and equipment 8,497,135 | 8,597,454 Fixtures and fittings 3,324 5,202 Motor vehicles 463,780 529,737 Land improvements 3,515,097 3,094,164 Mining operations 3,059,899 3,050,266 Mine development 4,464,493 3,991,916 Other assets 455,767 643,834 Total property, plant and equipment, net 30,449,893 | 29,551,905
F-286 b) Movements in property, plant and equipment
Movements Construction in as Plant and Fixtures and . Land ns , : Other (in thousands of USS) progress Land Buildings equipment fittings Motor vehicles improvements Mining operations | Mind development assets Total Reconciliation of changes in property, plant and equipment Property, plant and equipmentat the beginning ofthe period opening balances 112021 6,391,278 370,368 2,877,686 8,597,454 5,202 529,737 3,094,164 3,050,266| 3,991,916 643,834. 29,551,905 Changes in property, plant and equipment Increases other than those from business, property, plant and equipment combinations 2,888,970 – 613 3,143 216 28 482 318,795 1,874 621| 3,214,742.
Depreciation, property, plant and equipment – (4,815) (175,128) (645,816) (2,018) (100,083) (310,779) (703,986) (118,571) (46,569) (2,107,765) Impairment losses recognized in profitor loss for the period 5,684. – (66,218) (57,760) (15) (6,006) (124,315) Increases (decreases) in transfers and other changes properties, plant and equipment Increases (decreases) by transfers from constructions in process, properties, plant and equipment (2,293,773) – 108,383 569,413 38,496 716,474 867,234, (7,572) 1,345 Increases (decreases) by other changes, properties, plant and equipment 29,469 (14,018) 25,120 41,241 (41) (224) 20,810 (472,410) 596,846 (1,458) 225,335 Increase (decrease) by transfers and other changes, properties, plant and equipment (2,264,304) (14,018) 133,503 610,654 (41) 38,272 737,284 394,824| 589,274| (113) 225,335 Dispositions and withdrawals of service, property, plant and equipment Retirements, property, plantand equipment (151,697) – (1,524) (10,540) (20) (4,174) (48) (142,006) (310,009) Dispositions and withdrawals of service, property, plant and equipment (151,697) – (1,524) (10,540) (20) (4,174) (48) (142,006) (310,009) Increase (decrease) in properties, plant, and equipment 478,653| (18,833) (108,754) (100,319) (1,878) (65,957) 420,933 9,633 472,577 (188,067) 897,988 Property, plant and equipment at the end of the period closing balances 12312021 6,869,931 351,535 2,768,932 8,497,135 3,324 463,780 3,515,097 3,059,899 4,464,493 455,767 30,449,893| (in IAN uss) odres. m Land Buildings men Mita Motor vehicles improvements Mining operations | Mind development Do Total of changes in property, plant and equipment Property, plant and equipmentat the beginning ofthe period opening balances 112020 6,234,130| 163,341 2,811,378 8,599,023 11,200 600,104 3,021,103 3,498,083]| 3,653,190 676,460 29,268,012 Changes in property, plant and equipment Increases other than those from business, property, plant and equipment combinations 2,159,748 – – 13,610 61 2,057 5,216 362,492 (319) 15,612 2,558,477 Depreciation, property, plant and equipment – (4,300) (182,679) (599,059) (2,385) (100,746) (240,901) (1,032,186) (112,711) (38,377) (2,313,344) Impairment losses recognized in profitor loss for the period (24,052) – – – (24,052) ( in transfers and other changes properties, plant and equipment Increases (decreases) by transfers from constructions in process, properties, plant and equipment (1,623,278) 209,767 210,424 545,733 1 30,292 298,294 48,266 280,180) 321 Increases (decreases) by other changes, properties, plant and equipment (340,581) 1,560 39,765 40,625 (3,671) (72) 10,741 173,611, 171,576 (9,896) 83,658| by transfers and other changes, properties, plant and equipment (1,963,859) 211,327 250,189 586,358 (3,670) 30,220 309,035 221,877 451,756| (9,575) 83,658 Di: itions and wi of service, property, plant and equipment , property, plantand equipment (14,689) – (1,202) (2,478) (4) (1,898) (289) (286) (20,846) Di: itions and wi of service, property, plant and equipment (14,689) – (1,202) (2,478) (4) (1,898) (289) (286) (20,846) in ies, plant, and 157,148 207,027 66,308 (1,569) (5,998) (70,367) 73,061 (447,817) 338,726 (32,626) 283,893 perty, plant and i at the end of the period closing balances 12312020 6,391,278| 370,368 2,877,686 8,597,454| 5,202 529,737 3,094,164. 3,050,266| 3,991,916| 643,834 29,551,905|
F-287 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 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 years ended December 31, 2021 and 2020, ThUS$236,693 and ThUS$ 223,931, respectively. The annual capitalization average rate as of December 31, 2021 and 2020 was 4.09% and 4.06%, 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| 112021 112020
12312021 | 12312020 ThUS$ ThUS$ Profit (loss) for the period 33,106 25,289 Cash outflows disbursed 41,005 33,299
The detail of “Other assets” under “Property, plant and equipment” is as follows:
Other assets, net 12312021 | 12312020 ThUus$ ThUus$ Mining properties from the purchase of Anglo American Sur S.A 260,000 402,000 Maintenances and other major repairs 153,132 191,918 Other assets – Calama Plan 37,782 46,164 Other 4,853 3,752 Total other assets, net 455,767 643,834
As of September 30, 2021, as a result of an update of the valuation of the mining properties acquired as part of the purchase of a stake in Anglo American in 2012, it was determined that the value of such asset is ThuS$260,000, which implied the recognition of a value adjustment of ThUS$142,000 in income before taxes (see note 22 letter b).
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.
F-288
8. j) Inaccordance with the provisions of section Il. Significant accounting policies, 2 ¡), referring to impairment of property, plant and equipment and assets, the subsidiary Sociedad de Procesamiento de Molibdeno Ltda. recorded at December 31, 2021, an impairment of assets in the amount of ThUS$125,483 before taxes. As of December 31, 2020, the Corporation recorded an impairment of assets of the Ventanas Division in the amount of ThUS$24,053 before taxes. (see note 21).
Leases
8.1 Right-of-use assets
As of December 31, 2021 and 2020, the breakdown of the right of use asset category ¡s:
Detail 12312021 12312020 ThUS$ ThUuS$ Right-of use assets, gross 858,083 836,903 Right-of use assets, accumulated depreciations 496,544 375,863 Total right-of-use assets, net 361,539 461,040
Movements for the periods ended December 31, 2021 and 2020 are as follows:
Reconciliation of changes in right-of-use assets 12312021 12312020 (in thousands of US$) Thus$ Thus$ Opening balance 461,040 432,152 Increments 83,679 195,956 Depreciation (149,317)| (139,442) Impairment (1,168) – Increases (Decreases) due to other changes (32,038) (27,139) DisposalsRemovals of right-of-use assets (657) (487) Total movements (99,501) 28,888 Closing balance 361,539 461,040 The composition by asset class is as follows: Right-of use assets, net, by class of assets 12312021 12312020 ThUuS$ ThuS$ buildings 8,124 13,089 Lands 95 – Plant and equipment 197,043 204,747 Fixtures and fittings 5,644 8,025 Motor vehicles 141,847 228,180 Other right of use assets 8,786 6,999 Total 361,539 461,040
F-289
8.2 Liabilities for current and non-current leases
As of December 31, 2021 and 2020, the payment commitments for leasing operations are summarized in the following table:
Leases 12312021 12312020 Current and non-current Gross Interest Net Gross Interest Net ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Up to 90 days 35,744 (2,981) 32,763 43,916 (3,698) 40,218 Between 90 days and 1 year 87,221 (7,880) 79,341 115,085 (9,899) 105,186 Between 1 and 2 years 97,429 (6,906) 90,523 123,239 (9,230) 114,009 Between 2 and 3 years 62,310 (5,303) 57,007 91,978 (6,584) 85,394 Between 3 and 4 years 54,482 (5,328) 49,154 56,353 (4,554) 51,799 Between 4 and 5 years 24,910 (3,016) 21,894 53,053 (4,123) 48,930 More than 5 years 25,906 (4,461) 21,445 49,459 (9,987) 39,472 Total 388,002 (35,875) 352,127 533,083 (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 December 30, 2021 and 2020, is presented in the following table:
Lease expense 112021 112020
12312021 12312020 ThUus$ Thus$ Short-term leases 7,579 32,163 Low value leases 7,569 13,003 Variable leases not included in the measurement of lease liabilities 1,036,267 1,225,051 TOTAL 1,051,415 1,270,217
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)
Functional 112021 112020 Associates TaxIDNo. | Currency | 12312021 | 12312020 | 12312021 | 12312020 | 12312021 | 12312020
% % ThUS$ ThUS$ ThUS$ ThUs$ Agua de la Falda S.A. 96.801.450-1 US$ 42.26% 42.26% 4,988 4,795 – (246) Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,829,329 | 2,784,232 329,175 37,724 Inca de Oro S.A. 73.063.022-5 US$ 33.85% 33.19% 12,670 12,577 (118) (95) Kairos Mining S.A. 76.781.030-K US$ 40.00% 40.00% 44 123 – 31 Minera Puren SCM 76.028.880-2 US$ 35.00% 35.00% 3,873 9,933 (266) (1) Planta Recuperadora de Metales SpA |76.255.054-7 US$ 34.00% 34.00% 14,360 12,218 2,142 1,304 Sociedad Contractual Minera El Abra [|96.701.340-4 US$ 49.00% 49.00% 680,747 595,080 83,912 719 TOTAL 3,546,011 | 3,418,958 414,845 39,436
F-290 a) Associates Agua de la Falda S.A.
As of December 31, 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 December 31,
2021, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper é. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of December 31, 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 December 31, 2021, Codelco holds a 33.85% ownership interest in this company (PanAust IDO Ltda. has 66.15%).
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.
F-291
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 December 31, 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 December 31, 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%.
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.
F-292
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.
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 December 31, 2021, the Corporation performed an appraisal of the value of its investment in Anglo American Sur S.A., determining that the recoverable amount of this asset marginally exceeds its carrying value. Changes in market conditions, tax and regulatory framework or operation of the asset could result in future impairments or reversals of impairments.
As of December 31, 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.
F-293
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, 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.
The following tables present the assets and liabilities as of December 31, 2021 and 2020 of investments in associates, as well as the main movements and their respective results for the
years ended December 31, 2021 and 2020:
Assetand Liabilities 12312021 | 12312020 ThUS$ ThUS$ Current assets 2,456,50 | 2,044,436 Non-current assets 5,507,333 | 5,366,998 Current liabilities 1,282,822 934,703 Non-current liabilities 11927,360| 2,088,420
112021 112020 Net income 12312021 | 12312020 ThUS$ ThUS$ Revenue 4,172,304 | 2,644,477 Ordinary expenses (2,847,478)| (2,479,372) Profitfor the period 1,324,826 165,105
112021 112020 Movements of Investment in Associates| 12312021 | 12312020 ThUS$ ThUS$ Opening balance 3,418,958 | 3,483,523 Contribution 193 176 Dividends (291,647) (100,131) Profit (loss) for the period 414,845 39,436 Comprehensive income 9,228 (4,043) Other (5,566) (3) Closing balance 3,546,011 | 3,418,958
F-294
The following tables provide details of asset and liabilities of the principal associates as of December 31, 2021 and 2020, and their profit (loss) for the years ended December 31, 2021
and 2020: Anglo American Sur S.A.
Assets and Liabilities 12312021 | 12312020 ThUS$ ThUS$ Current assets 1,596,000 1,511,000 Non-current assets 4,316,000 4,090,000 Current liabilities 1,121,000 865,000 Non-current liabilities 1,545,000 1,676,000
112021 112020 Results 12312021 | 12312020 ThUS$ ThUS$ Revenue 3,426,000 2,146,000 Ordinary expenses and others (2,277,000) | (1,982,020) Gain for the period 1,149,000 163,980 Sociedad Contractual Minera El Abra Assets and Liabilities 12312021 | 12312020 ThUS$ ThUS$ Current assets 800,169 482,974 Non-current assets 1,048,549 1,124,871 Current liabilities 145,145 55,508 Non-current liabilities 314,292 337,887
112021 112020 Results 12312021 | 12312020 ThUS$ ThUS$ Revenue 705,726 448,428 Ordinary expenses and others (534,477)] (446,960) Gain for the period 171,249 1,468
F-295 b) Additional information on unrealized profits (losses)
Codelco, with Sociedad Contractual Minera El Abra does activities of purchase and sale of Copper. As of December 31, 2021 and 2020, there were no unrealized profits (losses) recognized in the carrying amount of inventories of finished products.
As of December 31, 2021 and 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$3,920.
c) Share of profit or loss for the period
The pre-tax result, corresponding to the proportion of the result of Anglo American Sur S.A. recognized for the period ended December 31, 2021, was a profit of ThUS$ 338,955 (December 31, 2020 profit of ThUS$ 48,374), while the adjustment to such result corresponding to the depreciation and write-down of the fair values of the net assets of such company recognized at the acquisition date, resulted in a lower income before taxes of ThUS$ 9,781 (December 31, 2020 loss of TRUS$ 10,650) and is being deducted from the caption “Share in profits (losses) 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 12312021 12312020 ThUS$ ThUS$ Current assets 530,415 589,014 Non-current assets 3,458,789 3,508,221 Current liabilities 608,527 343,081 Non-current liabilities 478,228 1,059,481 Results 112021 112020
12312021 12312020 ThUS$ ThUS$ Revenue 2,096,185 1,128,181 Ordinary expenses and others (1,822,438) | (1,141,365) Gain (loss) 273,747 (13,184)
F-296
Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
12312021 Classification in the statement of financial position Atfair value Derivatives for hedging . Total financial through profit | Amortized cost Cross currency assets and loss Metal futures swap Thus$ Thus$ Thus$ Thus$ ThUS$ Cash and cash equivalents 19,142 1,264,476 – – 1,283,618 Trade and other current receivable 3,039,967 1,154,383 – – 4,194,350 Non – currentreceivable – 104,177 – – 104,177 Currentreceivable from relates entities – 156,711 – – 156,711 Non – current receivable from related entities – 224 – – 224 Other current financial assets – 320,279 61 – 320,340 Other non – current financial assets – 5,109 – 33,174 38,283 TOTAL 3,059,109 3,005,359 61 33,174 6,097,703
As of December 31, 2021, the balance of the caption Other financial assets, current includes ThUS$ 320,275 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,
12312020 Classification in the statement of financial position MONO amorized cos Derivatives for hedging Total financial nd MN Metal futures Ai assets Thus$ Thus$ Thus$ Thus$ ThUS$ Cash and cash equivalents 14,270 2,093,223 – – 2,107,493 Trade and other current receivable 915,454 2,333,863 – – 3,249,317 Non – currentreceivable – 93,986 – – 93,986 Currentreceivable from relates entities – 98,397 – – 98,397 Non – currentreceivable 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 929,724 4,906,220 3,612 127,502 5,967,058
– – Fair value through profit or loss: As of December 31, 2021 and 2020, this category mainly includes receivables from provisional invoicing sales. Section 11.2.r. – – Amortized cost: lt 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-297
12. – 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, 2021 and 2020 there were no reclassifications between the different categories of financial instruments.
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:
12312021 Items Current Non-current Amortized cost | Derivatives for Total Amortized cost | Derivatives for Total hedging hedging ThUus$ ThUS$ Thus$ ThUuS$ ThUS$ ThUus$
Loans from financial institutions 18,003 18,003 969,416 969,416 Bonds obligations 557,411 557,411 15,696,670 15,696,670 Hedging obligations 29,789 29,789 186,611 186,611 Other financial liabilities 50,943 50,943
Total 575,414 29,789 605,203 | 16,717,029 186,611 | 16,903,640
12312020 Items Current Non-current Amortized cost | Derivatives for Total Amortized cost | Derivatives for Total hedging hedging ThUus$ ThUS$ Thus$ ThUuS$ ThUS$ ThUus$
Loans from financial institutions 81,218 81,218 1,489,224 1,489,224 Bonds obligations 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
F-298
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.
Bonds obligations
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.
F-299
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 (1) 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 22, 2021, principal was amortized in the amount of ThuS$157,965, reaching a total amount of ThUS$228,218.
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 October 22, 2021, principal was amortized in the amount of ThUS$200,116, reaching a total amount of ThUS$399,884.
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 October 22, 2021, principal was amortized in the amount of ThUS$273,867, reaching a total amount of ThUS$397,235.
F-300
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.
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.
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.
On September 30, 2019, Codelco launched a tender offer for bonds maturing between 2020 and 2023, in which a repurchase amount of US$152 million was reached.
F-301
On September 30, 2019, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S for a total nominal amount of ThUS$2,000,000 maturing for one part on September 30, 2029 for an amount of ThUS$1,100,000 with a coupon of 3% per annum. The other part matures on January 30, 2050, corresponding to an original amount of ThUS$900,000,000. On January 14, 2020 and October 22, 2021 a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUS$780,000, respectively, reaching a total amount of ThUS$2,780,000 with a coupon of 3.70% per annum.
On October 22, 2021, together with the aforementioned capital increase of US$ 780 million of the international bond maturing in 2050, a process of repurchase of bonds maturing in 2023 and 2025 in the amount of ThUS$431,832 and the repurchase of a Euro bond in the amount of MEUR$200,116 maturing in 2024 was concluded.
The effect recognized in income associated with this refinancing was a charge of US$23 million in after-tax income for the year 2021.
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$500 million) were used to refinance old debt. The average nominal rate of the refinanced funds decreased from 4.08% to 3.15%.
As of December 31, 2021 and 2020, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
Financial debt commissions and expenses:
Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
F-302
As of December 31, 2021, the details of loans from financial institutions and bond obligations are as follows:
12312021 Current Non-current Tax ID No. Country a ca Institution Maturity Rate Currency Principal amount Type of amortization ca a of a A balance balance ThUS$ ThUS$ Semi-annual principal Foreign Japan Bilateral Credit Japan Bank International Cooperation 5-24-2022 Floating US$ 224,000,000]| installments starting in 2015 upon | Semi-annual 0.69% 0.85% 16,001 – maturity Foreign Panama Bilateral Credit Banco Latinoamericano de Comercio 12-18-2026 Floating US$ 75,000,000| At maturity Semi-annual 1.52% 1.66% 28 74,547 Foreign USA Bilateral Credit Export Dev. Canada 8-12-2027 Floating US$ 300,000,000| At maturity Quarterly 1.27% 1.34% 520 299,230 Foreign USA Bilateral Credit Export Dev. Canada 10-25-2028 Floating US$ 300,000,000| At maturity Quarterly 1.34% 1.43% 748 298,723 Foreign USA Bilateral Credit Export Dev. Canada 7-25-2029 Floating US$ 300,000,000| At maturity Quarterly 1.34% 1.50% 706 296,916 TOTAL 18,003 969,416 a . o a Payment of Nominal Effective Current Non-current
Bond obligations Country Maturity Rate Currency Principal amount Type of amortization interest interestrate | interestrate balance balance
ThUS$ ThUS$
144-A REG.S Luxembourg 7-17-2022 Fixed US$ 1,250,000,000 | At maturity Semi-annual 3.00% 3.13% 332,870 –
144-A REG.S Luxembourg 8-13-2023 Fixed US$ 750,000,000 | At maturity Semi-annual 4,50% 4.36% 5,693 228,670
144-A REG.S Luxembourg 7-9-2024 Fixed EUR 600,000,000 | At maturity Annual 2.25% 2.47% 4,880 449,817 BCODE-B Chile 4-1-2025 Fixed UF. 6,900,000 | At maturity Semi-annual 4.00% 3.24% 2,574 259,036
144-A REG.S Luxembourg 9-16-2025 Fixed US$ 2,000,000,000 | At maturity Semi-annual 4,50% 4.75% 5,263 393,990 BCODE-C Chile 8-24-2026 Fixed UF. 10,000,000 | Atmaturity Semi-annual 2.50% 2.47% 3,196 378,561
144-A REG.S Luxembourg 8-1-2027 Fixed US$ 1,500,000,000 | At maturity Semi-annual 3.63% 4.18% 19,108 1,232,979 REG.S Luxembourg 8-23-2029 Fixed US$ 130,000,000 | At maturity Semi-annual 2.87% 2.97% 1,318 129,072
144-A REG.S Luxembourg 9-30-2029 Fixed US$ 1,100,000,000 | At maturity Semi-annual 3.00% 3.14% 8,387 1,089,401
144-A REG.S Luxembourg 1-14-2030 Fixed US$ 1,000,000,000 | At maturity Semi-annual 3.15% 3.28% 14,295 990,643
144-A REG.S Luxembourg 1-15-2031 Fixed US$ 800,000,000 | At maturity Semi-annual 3.75% 3.79% 13,859 797,301 REG.S Luxembourg 11-7-2034 Fixed HKD 500,000,000 | At maturity Annual 2.84% 2.92% 274 63,549
144-A REG.S Luxembourg 9-21-2035 Fixed US$ 500,000,000 | At maturity Semi-annual 5.63% 5.78% 7,847 492,772
144-A REG.S Luxembourg 10-24-2036 Fixed US$ 500,000,000 | At maturity Semi-annual 6.15% 6.22% 5,745 496,794 REG.S Luxembourg 7-22-2039 Fixed AUD 70,000,000 | Atmaturity Annual 3.58% 3.65% 806 50,284
144-A REG.S Luxembourg 7-17-2042 Fixed US$ 750,000,000 | At maturity Semi-annual 4.25% 4,41% 14,465 734,351
144-A REG.S Luxembourg 10-18-2043 Fixed US$ 950,000,000 | At maturity Semi-annual 5.63% 5.76% 10,864 934,264
144-A REG.S Luxembourg 11-4-2044 Fixed US$ 980,000,000 | At maturity Semi-annual 4.88% 5.01% 7,523 962,219
144-A REG.S Luxembourg 8-1-2047 Fixed US$ 1,250,000,000 | At maturity Semi-annual 4.50% 4.73% 23,387 1,207,588
144 – REG.S Taiwán 5-18-2048 Fixed US$ 600,000,000 | At maturity Semi-annual 4.85% 4.91% 3,457 594,676
144-A REG.S Luxembourg 2-5-2049 Fixed US$ 1,300,000,000 | At maturity Semi-annual 4.38% 4.97% 22,873 1,186,122
144-A REG.S Luxembourg 1-30-2050 Fixed US$ 2,680,000,000 | At maturity Semi-annual 3.70% 3.93% 41,495 2,577,759
144-A REG.S Luxembourg 1-15-2051 Fixed US$ 500,000,000 | At maturity Semi-annual 3.15% 3.75% 7,232 446,822 TOTAL 557,411 15,696,670
Nominal and effective interest rates presented above correspond to annual rates.
F-303
As of December 31, 2020, the details of loans from financial institutions and bond obligations are as follows:
Nominal and effective interest rates presented above correspond to annual rates.
12312020 Tax ID No. Country Loans from financial entities Institution Maturity ne Currency | Principal Amount | Type of Amortization ed Se of o es Eee eres Currentbalance | Non-currentbalance ThUs$ ThUS$ Semi-annual principal Foreign Japan Crédito Bilateral Japan Bank International Cooperation 5-24-2022 | Floating US$ 224,000,000]| installments starting in Semi-annual 0.70% 0.86% 32,035 15,934
2015 upon maturity Foreign Panama Crédito Bilateral Banco Latinoamericano de Comercio 12-18-2026 | Floating US$ 75,000,000] Maturity Semi-annual 1.46% 1.61% 30 74,464 Foreign USA Crédito Bilateral Export Dev Canada 8-12-2027 | Floating US$ 300,000,000| Maturity Quarterly 1.36% 1.43% 557 299,098 Foreign USA Crédito Bilateral Export Dev Canada 10-25-2028 | Floating US$ 300,000,000| Maturity Quarterly 1.43% 1.52% 774 298,519 Foreign USA Crédito Bilateral Export Dev Canada 7-25-2029 | Floating US$ 300,000,000| Maturity Quarterly 1.43% 1.59% 739 296,541 Foreign Netherlands Crédito Bilateral Oriente Copper Netherlands B.V. 11-26-2032 | Fixed US$ 874,959,000| Semi-annual Semi-annual 3.25% 5.42% 47,083 504,668 TOTAL 81,218 1,489,224 Bond obligations County Maturity ne Currency | Principal Amount | Type of Amortization pa Sn of nom eres nene eres Currentbalance | Non-currentbalance ThUs$ ThUS$
144-A REG.S Luxembourg 11-4-2021 Fixed US$ 1,150,000,000 |Maturity Semi-annual 3.88% 4.01% 213,679
144-A REG.S Luxembourg 7-17-2022 Fixed US$ 1,250,000,000 |Maturity Semi-annual 3.00% 3.13% 4,511 327,989
144-A REG.S Luxembourg 8-13-2023 Fixed US$ 750,000,000 [Maturity Semi-annual 4,50% 4.36% 6,666 387,473
144-A REG.S Luxembourg 7-9-2024 Fixed EUR 600,000,000 [Maturity Annual 2.25% 2.48% 7,923 731,581
BCODE-B Chile 4-1-2025 Fixed UR. 6,900,000 [Maturity Semi-annual 4.00% 3.24% 2,821 289,816
144-A REG.S Luxembourg 9-16-2025 Fixed US$ 2,000,000,000 |Maturity Semi-annual 4,50% 4.74% 8,836 669,236
BCODE-C Chile 8-24-2026 Fixed UR. 10,000,000 |Maturity Semi-annual 2.50% 2.48% 3,561 423,061
144-A REG.S Luxembourg 8-1-2027 Fixed US$ 1,500,000,000 |Maturity Semi-annual 3.63% 4.18% 19,215 1,232,545
REG.S Luxembourg 8-23-2029 Fixed US$ 130,000,000 |Maturity Semi-annual 2.87% 2.97% 1,318 128,965
144-A REG.S Luxembourg 9-30-2029 Fixed US$ 1,100,000,000 |Maturity Semi-annual 3.00% 3.14% 8,387 1,088,210
144-A REG.S Luxembourg 1-14-2030 Fixed US$ 1,000,000,000 |Maturity Semi-annual 3.15% 3.28% 14,295 989,641
144-A REG.S Luxembourg 1-15-2031 Fixed US$ 800,000,000 [Maturity Semi-annual 3.75% 3.79% 19,606 796,944
REG.S Luxembourg 11-7-2034 Fixed HDK 500,000,000 [Maturity Annual 2.84% 2.92% 276 63,901
144-A REG.S Luxembourg 9-21-2035 Fixed US$ 500,000,000 [Maturity Semi-annual 5.63% 5.78% 7,847 492,434
144-A REG.S Luxembourg 10-24-2036 | Fixed US$ 500,000,000 [Maturity Semi-annual 6.15% 6.22% 5,745 496,666
REG.S Luxembourg 7-22-2039 Fixed AUD 70,000,000 |Maturity Annual 3.58% 3.64% 852 53,269
144-A REG.S Luxembourg 7-17-2042 Fixed US$ 750,000,000 [Maturity Semi-annual 4.25% 4.41% 14,465 733,891
144-A REG.S Luxembourg 10-18-2043 | Fixed US$ 950,000,000 [Maturity Semi-annual 5.63% 5.76% 10,864 933,908
144-A REG.S Luxembourg 11-4-2044 Fixed US$ 980,000,000 [Maturity Semi-annual 4.88% 5.01% 7,523 961,808
144-A REG.S Luxembourg 8-1-2047 Fixed US$ 1,250,000,000 |Maturity Semi-annual 4.50% 4.73% 23,387 1,206,748
144 – REG.S Luxembourg 5-18-2048 Fixed US$ 600,000,000 [Maturity Semi-annual 4.85% 4.91% 3,457 594,582
144-A REG.S Luxembourg 2-5-2049 Fixed US$ 1,300,000,000 |Maturity Semi-annual 4.38% 4.97% 22,873 1,184,160
144-A REG.S Luxembourg 1-30-2050 Fixed US$ 1,900,000,000 |Maturity Semi-annual 3.70% 3.89% 29,418 1,836,175
144-A REG.S Luxembourg 1-15-2051 Fixed US$ 500,000,000 |Maturity Semi-annual 3.15% 3.49% 776 444,910
TOTAL 438,301 16,067,913
F-304
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
12312021 CURRENT NON-CURRENT Creditor name Currency Effective Nominal Payment of Lees than More than Total 1t03 3t05 over 5 Total interest rate interest rate interests 90 days 90 days current years years years non-current
Japan Bank International Cooperation US$ 0.85% 0.69% Semi-annual – 16,056 16,056 – – – – Banco Latinoamericano de Comercio US$ 1.66% 1.52% Semi-annual – 1,153 1,153 2,310 77,297 – 79,607 ExportDev. Canada US$ 1.34% 1.27% Quarterly 976 2,896 3,872 7,753 7,743 302,896 318,392 Export Dev Canada US$ 1.43% 1.34% Quarterly 1,030 3,057 4,087 8,185 8,174 308,174 324,533 Export Dev Canada US$ 1.50% 1.34% Quarterly – 1,030 1,030 – 8,185 314,242 322,427 BOND 144-A REG.S 2022 US$ 3.13% 3.00% Semi-annual 4,929 333,552 338,481 – – – – BOND 144-A REG.S 2023 US$ 4.36% 4.50% Semi-annual 5,135 5,135 10,270 238,488 – – 238,488 BOND 144-A REG.S 2025 US$ 4.75% 4.50% Semi-annual 8,938 17,876 26,814 – 415,111 – 415,111 BOND 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 – 91,919 1,313,805 1,405,724 BOND REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 141,189 156,107 BOND 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,199,000 1,331,000 BOND 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,110,250 1,236,250 BOND 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 935,000 1,055,000 BOND 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 753,125 865,625 BOND 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 807,500 930,500 BOND 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,260,000 1,387,500 BOND 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875 1,858,438 2,072,188 BOND 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,839,950 2,031,050 BOND 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,431,250 2,656,250 BOND 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,225,650 1,342,050 BOND 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,579,688 2,807,188 BOND 144-A REG.S 2050 US$ 3.93% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 5,010,260 5,406,900 BOND 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 885,875 948,875
Total TRUS$ 237,122 757,932 995,054 1,351,390 1,703,083 24,276,292 27,330,765
BOND BCODE-B 2025 BOND BCODE-C 2026
3.24%
2.47%
4.00%
2.50%
Semi-annual
Semi-annual Total U.F.
Subtotal Thus$ Annual Subtotal Thus$ Annual Subtotal Thus$ Annual Subtotal Thus$ Total ThUS$
Nominal and effective interest rates presented above correspond to annual rates.
248,
524,
BOND 144-A REG.S 2024 2.47% 2.25% 8,997 8,997
BOND REG.S 2039 3.65% 3.58%
BOND REG.S 2034 2.92% 2.84% 28,400 613,677 670,516,
246, 24,
F-305
12312020 CURRENT NON-CURRENT Creditor name Currency Effective Nominal Payments of Lees than More than Total 1to3 3to5 over 5 Total interest rate interest rate interest 90 days 90 days current years years years non-current
Japan Bank International Cooperation US$ 0.86% 0.70% Semi-annual – 32,283 32,283 16,057 – 16,057 Banco Latinoamericano de Comercio US$ 1.61% 1.46% Semi-annual – 1,113 1,113 2,220 1,667 76,658 80,545 Export Dev Canada US$ 1.43% 1.36% Quarterly 1,045 3,102 4,147 8,295 8,307 307,250 323,852 Export Dev Canada US$ 1.52% 1.43% 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% Semi-annual – 220,859 220,859 – BONO 144-A REG.S 2022 US$ 3.13% 3.00% Semi-annual 4,929 4,929 9,858 338,482 – 338,482 BONO 144-A REG.S 2023 US$ 4.36% 4.50% Semi-annual 8,689 8,689 17,378 34,756 386,183 420,939 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$ 2.97% 2.87% Semi-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% Semi-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% Semi-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% Semi-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% Semi-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% Semi-annual 30,750 30,750 61,500 61,500 838,250 961,250 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,291,875 1,419,375 BONO 144-A REG.S 2043 US$ 5.76% 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$ 4.73% 4.50% Semi-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% 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 3,903,550 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 ThUS$ 224,871 725,308 950,179 1,742,598 2,409,339 23,884,912 28,036,849 BONO BCODE-B 2025 UF. 3.24% 4.00% Semi-annual 138,000 138,000 276,000 552,000 7,452,000 – 8,004,000 BONO BCODE-C 2026 UF. 2.48% 2.50% Semi-annual 248,457 248,457 496,913 496,914 10,248,457 11,242,284 Total U.F. 138,000 386,457 524,457 1,048,913 7,948,914 10,248,457 19,246,284 Subtotal ThUS$ 5,643 15,802 21,445 42,889 325,027 419,053 786,969 | BONO 144-A REG.S 2024 EUR | 2.48% 2.25% Annual 13,500,000 13,500,000 27,000,000| 613,500,000 -| 640,500,000 Subtotal ThUS$ 16,583 16,583 33,165 753,593 – 786,758 | BONO REG.S 2039 AUD | 3.64% 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 1,924 3,848 3,848 80,685 88,381 | BONO REG.S 2034 HKD | 2.92% 2.84% Annual 14,238,904 – 14,238,904 28,400,000 28,438,904] 642,077,808| 698,916,712 Subtotal ThuS$ 1,837 – 1,837 3,664 3,669 82,826 90,159 Total ThuS$ 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-306
The table below details changes in CODELCOSs financing activities in the statement of cash flow,
including both cash and non-cash changes for the years ended December 31, 2021 and 2020:
Changes that do no represent cash flow
Liabilties on financing activities a | Cashrflowoffinancingactivities | Financial | cargo | Fairvalye | DEPteXpense Closing balance
cost . : deferred in Other
0 difference adjustment amortized cost 12312021
From Used Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUus$ ThUS$ ThUS$ ThUuS$ Loans from financial entities 1,570,442 – (588,253) (588,253) 24,074 – 1,494 (20,338) 987,419 Bond obligations 16,506,214 780,000 | (1,558,758) (778,758) 670,017 (113,143) – (30,249) 16,254,081 Hedge obligations 129,208 (62,960) (62,960) 25,316 84,188 8,828 1,740 186,320 Dividends paid – (2,033,206)| (2,033,206) – – – – Financial assets for hedge derivatives (127,502) – – 28,975 58,189 7,164 (33,174) Leases 485,008 (138,668) (138,668) 18,206 (38,535) 26,116 352,127 Other 56,469 – (177,292) (177,292) – – – – 171,766 50,943 Total liabilities on financing activities 18,619,839 780,000 | (4,559,137)| (3,779,137) 737,613 (38,515) 67,017 1,494 156,199 17,797,716 Changes that do no represent cash flow Liabilities on financing activities Opening balance Cash flow of financing activities Financial | change | Fairvalue | PSPtexpense Closing balance at 112020 cost difference | adjustment deferred in Other 12312020 (1) amortized cost From Used Total MUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Loans from financial entites 3,074,411 565,000 | (2,146,160)| (1,581,160) 70,966 – 3,643 2,582 1,570,442 Bond obligations 14,189,945 3,431,000 | (1,829,394)] 1,601,606 | 685,122 121,266 (91,725) 16,506,214 Hedge obligations 157,826 (25,729) (25,729) 23,202 (64,492) 37,634 – 767 129,208 Dividends paid – (239,076) (239,076) – – – – – Financial assets for hedge derivatves (82,584) – – (56,774) 11,175 681 (127,502) Leases 432,871 (132,263) (132,263) 19,572 18,603 – 146,225 485,008 Capital contribution – – – – – – – Other 58,864 (161,273) (161,273) – – – – 158,878 56,469 Total liabilities on financing 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
(1) The finance costs consider the capitalization of interest, which, as of December 31, 2021 and
2020, amounted to ThUS$ 236,693 and ThUS$ 223,931 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,
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 .
Accounting . value Book value | Fair value treatment for As of December 31,2021 . valuation ThUS$ ThUus$ Financial liabilities: Bond obligations Amortized cost| 16,254,081 | 15,483,743
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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
December 31, 2021: . . leas . 12312021 Financial assets and liabilities at fair value e . Level 1 Level 2 Level 3 Total classified by hierarchy ThUs$ ThUs$ ThUs$ ThUs$ Financial assets: Provisional price sales contracts 3,039,967 3,039,967 Cross currency swap 33,174 33,174 Mutual funds quotas 19,142 19,142 Metal futures contracts 61 61 Financial liabilities: Metal futures contracts 22,449 7,631 30,080 Cross currency swap 186,320 186,320
There were no transfers between the different levels of market hierarchy for the reporting period.
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15. Trade and other payables a) The detail of trade and other payables current is as follows:
Current liabilities Concept 12312021 12312020 ThUS$ ThUS$ Trade creditors 1,262,221 1,176,101 Payables to employees 19,691 29,318 Whit holdings 97,252 100,014 Mhit holdings taxes 48,139 87,634 Other payables 70,126 105,218 Total 1,497,429 1,498,285
Trade creditors mainly include operational accounts payable and obligations associated with investment projects. b) The table below is the maturity of payments to commercial creditors as of December 31, 2021
Average payment period
15.0
15.6
13.2
15.1
Average payment period
301.5
338.4
266.8
285.3
Average payment period
15.6
17.6
12.4
16.0
Average payment period and 2020:
As of December 31,2021 Amounts per payment term
Creditors with current due date Up to 30 days 31 – 60 61 – 90 91-120 121 – 365 366 and over Total Goods 523,424 150 49 30 24 523,677 Services 566,639 6,443 195 118 95 573,490 Other 137,003 1,158 – 71 – 138,232 Total 1,227,066 7,751 244 219 119 1,235,399 As of December 31,2021 Amounts per payment term
Creditors with overdue payments Up to 30 days 31 – 60 61 – 90 91-120 121 – 365 366 and over Total Goods 4,276 795 166 126 504 2,404 8,271 Services 6,513 2,182 651 115 2,432 1,436 13,329 Other 246 147 288 347 303 3,891 5,222 Total 11,035 3,124 1,105 588 3,239 7,731 26,822 As of December 31,2020 Amounts per payment term
Creditors with current due date Up to 30 days 31 – 60 61 – 90 91-120 121 – 365 366 and over Total Goods 517,029 96 46 517,171 Services 480,182 7,632 172 487,986 Other 77,989 – 16 78,005 Total 1,075,200 7,728 234 1,083,162 As of December 31,2020 Amounts per payment term
Creditors with overdue payments Up to 30 days 31 – 60 61 – 90 91-120 121 – 365 366 and over Total Goods 31,641 12,693 19,372 10,894 2,142 2,578 79,320 Services 3,458 2,143 1,570 811 1,521 2,283 11,786 Other 255 271 253 170 63 821 1,833 Total 35,354 15,107 21,195 11,875 3,726 5,682 92,939
395.6
396.0
242.1
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328.7
16. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows:
Other provisions Current Non-current
12312021 12312020 12312021 12312020 ThUS$ ThUS$ ThUS$ ThUS$
Sales-related provisions (1) 8,627 8,734
Operating (2) 523,177 307,004
Law No. 13196 151,509 130,854
Other provisions 58,714 115,435 496 468
Closure, decommissioning and restoration (3) – – 2,407,814 2,232,942
Legal proceedings – – 49,275 61,097 Total 742,027 562,027 2,457,585 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 provisions for future closure costs related mainly to tailings dams, mine site closures and other assets. This cost value is calculated at discounted present value, using flows associated with plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine “LOM” of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated with the liability being determined, except those included in the cash flows.
As of December 31, 2020, the cost value ¡is calculated at present discounted value using a pre-tax rate with a 30-year maturity.
Below is a table with the discount rates used:
12312021 12312020 Division TAX Chilean ax u.s. dollar | Chilean Les. dollar currency currency Gabriela Mistral 2.28% 0.51% 0.86% 1.13% Andina 2.64% 1.10% 0.86% 1.13% Ministro Hales 2.64% 1.10% 0.86% 1.13% Chuquicamata 2.13% 1.37% 0.86% 1.13% Radomiro Tomic 2.83% 1.56% 0.86% 1.13% Salvador 2.83% 1.56% 0.86% 1.13% Teniente 2.93% 1.78% 0.86% 1.13% Fundición Ventanas 2.93% 1.78% 0.86% 1.13%
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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:
112021 12312021 Changes Other provisions, |Decommissioning . . . Contingencies Total non-current and restorations ThUS$ ThUS$ ThUS$ ThUS$
Opening balance 468 2,232,942 61,097 2,294,507 Closing provision adjustment – 226,631 – 226,631 Financial expenses – 24,105 – 24,105 Payment of obligations – – (6,934) (6,934) Foreign currencytranslation (22) (74,600) (7,380) (82,002) Other increases (decreases) 50 (1,264) 2,492 1,278 Closing balance 496 2,407,814 49,275 2,457,585
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. 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.
For the period ended December 31, 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:
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12312021 12312020 Assumptions Retirement Retirement Health plan Health plan plan plan
Annual nominal discount rate 5.89% 5.89% 3.21% 3.21% Voluntary annual Turnover Rate for Retirement (Men) 5.50% 5.50% 5.00% 5.00% Voluntary annual Turnover Rate for Retirement (Women) 6.20% 6.20% 5.90% 5.90% Salary increase (real annual average) 3.98% – 3.06% – Future rate of long-term inflation 3.10% 3.10% 2.80% 2.80% Expected inflation health care rate – 5.88% 4.85% Mortality tables used for projections CB14-RV14 | CB14-RV14 | CB14-RV14 | CB14-RV14 Average duration of future cash flows (years) 10.03 16.55 7.85 17.96 Expected retirement ages (Men) 60 60 60 60 Expected retirement ages (Women) 58 58 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 December 31, 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. 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 the dates mentioned is as follows:
Accrual for employee benefits Current Non-current
12312021 | 12312020 | 12312021 | 12312020 ThUsS$ ThUs$ ThUs$ ThUS$ Employees’ collective bargaining agreements 185,708 182,905 – – Severance indemnities 19,447 28,840 532,044 620,940 Bonus 52,288 59,771 – Vacation 141,683 155,069 – – Medical care programs (1) 358 591 388,697 607,403 Retirement plans (2) 4,346 20,694 7,518 8,994 Other 15,493 12,908 6,283 6,603 Total 419,323 460,778 934,542 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.
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The reconciliation of the present value of the retirement plan and post-employment benefit obligation, is as follows:
112021 112020
12312021 12312020 Changes Retirement Retirement Health plan Health plan plan plan ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 649,780 607,994 726,781 562,206 Service cost 76,572 15,402 69,170 47,094 financial cost 6,219 5,773 3,705 3,379 Paid contributions (55,747) (41,112) (179,618) (31,308) Actuarial (gains)losses (20,341) (132,625) 5,486 (5,845) Subtotal 656,483 455,432 625,524 575,526 (Gains) Losses on foreign exchange ratg (104,992) (66,377) 24,256 32,468 Closing balance 551,491 389,055 649,780 607,994
The balance at December 31, 2021 comprises a portion of ThUS$ 19,447 and ThUS$ 358 in current liabilities, corresponding to severance indemnities and health plans, respectively. As of December 31, 2022, a balance of ThUuS$ ThUS$ 543,397 has been projected for the provision of severance indemnities and ThUS$ 408,163 for health benefits. The flows of compensation payments during the next twelve months reach an expected monthly average of ThUS$ 1,621 for severance indemnities and ThUS$ 30 for health benefit plans.
Actuarial results consist of the following items:
12312021 12312020 Retirement Retirement : oa Health plan Health plan Technical remediation plan plan ThUS$ ThUS$ ThUS$ ThUS$
Revaluation of demographic assumptions (1,173) (18,658) 159 18,644 Revaluation of financial assumptions (19,156) (94,747) 1,916 (25,890) Revaluation for experience (12) (19,220) 3,411 1,401 Total (20,341) (132,625) 5,486 (5,845)
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 benefits for years of service Low Medium High | Reduction | increase Financial effect on interest rates 5.644% 5.894% | 6.144% 1.33% | -1.28% Financial effect on the real increase in income 3.726% 3.976% | 4.226% 1.18% | -1.15% Demographic effect of job rotations 5.070% 5.570% | 6.070% 0.23% | -0.20% Demographic effect on mortality table -25.00% | CB14-RV14, Chile| 25.00% 0.06% | -0.06%
Health benefits and other Low Medium High | Reduction | increase Financial effect on interest rates 5.634% 5.884% | 6.134% 4.50% | -0.81% Financial effect on health inflation 5.384% 5.884% | 6.384% -0,31% | 3.97% Demographic effect, planned retirement age 5857 6059 | 6261 6.04% | -2.47% Demographic effect on mortality table -25.00% | CB14-RV14, Chile] 25.00% | 11.46% | -4.91%
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18. 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 December 31, 2021 and December 31, 2020, there is a current balance of ThUS$ 4,346 and ThUS$ 20,694 for obligations for early retirement plans and termination bonuses, respectively, while the non-current balance corresponds to ThUS$ 7,518 and ThUS$ 8,994, respectively. These values have been determined using a discount rate equivalent to that used for the calculation of employee benefit provisions and whose outstanding balances are part of the accounting balances as of December 31, 2021 and December 31, 2020.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
Expense by nature of employee benefits 112021 112020
12312021 12312020
ThUS$ ThUS$ Benefits – Short term 1,414,643 1,337,651 Benefits – Post employment 15,402 47,094 Benefits – Early retirement 24,157 106,168 Benefits by years of service 76,572 69,170 Total 1,530,774 1,560,083
Equity
The Corporation’s total equity at December 31, 2021 amounts to ThUS$11,574,901 (ThuS$11,626,491 at December 31, 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 ¡ts 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.
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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.
During the year ended December 31, 2021, payments were made to the Treasury for a total of ThUS$ 2,033,206 for advance dividends charged to the profits of the period, which discounted from the dividends paid in excess in 2020, reflect a balance in favor of ThUS$249,943 as of December 31, 2021 for such concept.
The Consolidated Statement of Changes in Equity discloses the changes in the Corporation’s equity.
The movement and composition of other equity reserves is presented in the Consolidated Statement of Changes in Equity.
The reclassification adjustment from comprehensive income to income for the period resulted in a loss of ThUS$ 5,594 and a loss of ThUS$ 877 for the years ended December 31, 2021 and 2020, respectively.
Other reserves
The detail of other reserves in equity as of the dates mentioned are as follows:
Other reserves 12312021 | 12312020 ThUS$ ThUS$ Reserve on exchange differences on translation (6,221) (2,939) Reserve of cash flow hedges (31,254) 2,988 Capitalization fund and reserves 4,962,393 | 4,962,393 Reserve of remeasurement of defined benefit plans (259,573)| (305,556) Other reserves 621,061 619,936 Total other reserves 5,286,406 | 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:
Non-controlling interest Net equity Profit (loss) Companies 12312021 12312020 12312021 12312020 112021 112020
12312021 12312020 % % ThUuSs$ ThUS$ ThUS$ ThUS$ Inversiones Gacrux SpA 32.20% 32.20% 946,389 924,924 108,867 13,864 Other – – 23 18 15 24 Total 946,412 924,942 108,882 13,888
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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 1213112021 1213112020 ThUS$ ThUS$ Current assets 304,053 325,385 Non-current assets 2,829,329 2,790,802 Current liabiliies 186,350 221,242 Non-currentliabilies 313,750 516,030 Profit (loss) 112021 112020
12312021 12312020 ThUS$ ThUS$ Revenue 1,392,387 741,628 Other income (expense) (1,055,538) (722,455) Profit (loss) for the year 336,849 19,173 Cash flows 112021 112020
12312021 12312020
ThUus$ ThUS$ Netcash flows from (used in) operating activities 304,472 31,745 Netcash flows from (used in) investing activities 141 90,781 Netcash flows from (used in) financing activities (335,828) (78,932)
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19. Revenue
Revenues from ordinary activities for the years ended December 31, 2021 and 2020 were as
20. Expenses by nature Expenses by nature for the years ended December 31, 2021 and 2020, are as follows: Item 112021 112020
12312021 12312020 ThUS$ ThUS$ Short-term benefits to employees 1,414,643 1,337,651 Depreciation 2,257,082 2,452,786 Amortization intangible assets 2,242 2,284 Total 3,673,967 3,792,721
21. Asset impairment
follows: Item 112021 112020
12312021 12312020 ThUS$ ThUS$ Revenue from sales of own copper 17,734,887 11,771,832 Revenue from sales of third-party copper 1,845,486 1,234,329 Revenue from sales of molybdenum 734,379 527,058 Revenue from sales of other products 729,255 636,407 Profit (loss) in futures market (19,192) 3,542 Total 21,024,815 14,173,168
The Corporation’s revenue ¡is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.24 Operating Segments.
As of December 31, 2021, the Corporation’s subsidiary “Sociedad de Procesamiento de Molibdeno” calculated the recoverable amount of its assets in order to test for impairment of the associated assets. As the Company’s projected cash flows are highly dependent on rhenium price projections, this variable was adjusted downward in 2021, based on actual market prices. This recoverable amount amounted to US$237 million, which when compared to the carrying amount of the cash generating unit’s assets of US$362 million, an impairment of ThuS$125,483 (before tax) was determined, which was recorded by reducing the Property, Plant and Equipment caption by ThUS$124,315 and in the right-of-use assets caption by ThUS$1,168 as of December 31, 2021. The recoverable amount determined corresponds to the value in use using a discount rate of 7.24% per year before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of rhenium, exchange rates and discount rates.
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22. 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 ThUS$24,053 (before tax) was determined, which was recorded as a reduction of Property, Plant and Equipment as of December 31, 2020.
The recoverable amount determined corresponds to the value in use using a 7.09% annual discount rate before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of acid, cost of treatment and refining, exchange rates and discount rates.
The effect on income of asset impairment is presented in other expenses by function (see note 22 letter b).
As of December 31, 2021 and 2020, there are no indications of additional impairments or reversals of impairment recognized in previous years, for the rest of the cash-generating units, as well as for their associates.
Other income and expenses by function
Other income and expenses by function for the years ended December 31, 2021 and 2020, are detailed below:
a) Other income by function:
112021 112020 Item 12312021 12312020 ThUS$ ThUS$ Penalties to suppliers 5,055 9,062 Delegated administration 4,142 3,975 Miscellaneous sales (nef) 22,382 22,058 Insurance compensation for sinister 21 Reversal of provisions – 2,570 Material return 26,421 6,642 Insurance of compensation – 10,962 Gacrux debt prepayment result 21,347 Other miscellaneous income 36,373 42,052 Total 115,741 97,321
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Other expenses by function:
112021 112020 Item 12312021 12312020 ThUS$ ThUS$
Law No. 13196 (1,571,687)| (1,047,663) Research expenses (59,264) (46,625) Bonus for the end of collective bargaining (253,364) (18,395) Expense plan (24,157) (106,168) Mining properties fair value adjustment (142,000) Punishment of investment projects (100,176) (11,244) write-off of property, plan €. equipment (67,991) (9,347) Medical care plan (15,402) (47,093) Impairment of assets (note 21) (125,483) (24,053) Write-off inventories (37,865) (8,553) Inventory obsolescence (26,310) (20,631) Doubtful accounts adjustment (1,557) Contingency expenses (2,958) (14,363) Fixed indirect costs, low production level (183,056) (55,824) Energy contract adjustment (20,151) Other expenses (85,586) (46,862)
Total (2,717,007)| (1,456,821)
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$240,168 (contribution for December 2019, January and February 2020), before
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23.
24,
March 31, 2020. Subsequently and from the month of April 2020, the Corporation should carry out the monthly transfer of the corresponding resources according to their recordkeeping, within a period not exceeding the last day of the month following its booking.
Finance costs
Finance costs for the years ended December 31, 2021 and 2020 are detailed in the following table:
Item 112021 112020
12312021 12312020
ThUS$ ThUS$ Bond interest (535,108) (579,910) Bank loan interest (6,325) (61,461) Unwinding of discount in severance indemnity provision (6,219) (3,705) Unwinding of discount on other non-current provisions (28,860) (33,538) Other (64,497) (63,850) Total (641,009) (742,464)
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, Il Región de Antofagasta. Chile.
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
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Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997.
Location: Calama, Il Región de Antofagasta. Chile.
Products: electro-obtained copper cathodes and copper concentrate
Ministro Hales
Type of mine: Open pit mine
Operating: since 2014
Location: Calama, Il Región de Antofagasta. Chile.
Products: Calcined copper, copper concentrates
Gabriela Mistral
Type of mine: Open pit mine
Operating: since 2008
Location: Calama, Il Región de Antofagasta. Chile.
Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mine: Underground mine and open pit mine
Operating: since 1926
Location: Salvador, IIl Región de Atacama. Chile.
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, V Región de Valparaíso. Chile.
Product: Copper concentrate
El Teniente
Type of mines: Underground and open pit mines
Operating: since 1905
Location: Rancagua, VI Región del Libertador General Bernardo O’Higgins. Chile.
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
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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.
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 is allocated in relation to the operating cash outflows of each Division.
F-322 b)
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.
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.
F-323 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-324
From 112021 to 12312021 : : : : . Total Total Segments Chuquicamata] R.Tomic | Salvador Andina |ElTeniente | Ventanas | G.Mistral | M.Hales Other .
Segments Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 4,700,183 | 3,129013| 1,102,750 | 1,610,530 | 4,345,132 92,296 981,733 | 1,773,250 17,734,887 – 17,734,887 Revenue from sales of third-party copper 11,823 – – – 45,238 – 57,061 1,788,425 1,845,486 Revenue from sales of molyodenum 375,028 48,184 14,801 47,655 232,145 – – 717,813 16,566 734,379 Revenue from sales of other products 219,978 99,629 4,427 138,166 194,953 – 67,764 724,917 4,338 729,255 Revenue from future market (4,641) (3,455) (57) (656) (7,739) 123 (2,149) (618) (19,192) – (19,192) Revenue between segments 51,981 37,637 1,540 – 91,359 – – 182,517 (182,517) – Revenue 5,354,352 | 3,173,742 | 1,254,760 | 1,663,496 | 4,707,704 423,969 979,584 | 1,840,396 19,398,003 | 1,626,812 21,024,815 Costof sales of own copper (3,142,403)| (1,361,141)] (973,364)] (900,132)| (1,864,150) (92,906)| – (555,744)| (736,623) (9,626,463) 15,810 (9,610,653) Costof sales of third-part copper (11,153) – – – (43,719) – – (54,872)| (1,768,554) (1,823,426) Costof sales of molyodenum (89,390) (19,289) (5,979) (22,573) (41,286) – – (178,517) (16,666) (195,183) Costof sales of other products (159,798) (115,098) (635) (61,422) (204,783) – (10,504) (552,240) (4,186) (556,426) Costof sales between segments (128,994) 22,427 (43,084) 9,698 37,254 (123,670) (1,033) 44,885 (182,517) 182,517 – Cost of sales (3,531,738)| (1,358,003)| (1,137,525) (913,642)| (1,929,604)| (465,078) (556,777) (702,242) (10,594,609)| (1,591,079)| (12,185,688) Gross profit (loss) 1,822,614 | 1,815,739 117,235 749,854 | 2,778,100 (41,109) 422,807 | 1,138,154 8,803,394 35,733 8,839,127 Other income, by function 11,325 1,466 6,980 11,188 21,859 1,423 4,840 1,083 60,164 55,577 115,741 Distribution costs (3,146) (61) (521) (190) (910) (9) – (1,302) (6,139) (3,250) (9,389) Administrative expenses (33,210) (29,689) (20,680) (22,664) (81,503) (7,982) (24,557) (24,316) (244,601) (214,677) (459,278) Other expenses, by function (301,188) (54,221 (92,562)| (159,481)| (125,280 (2,741) (20,658) (31,418) (787,549) (357,771) (1,145,320) Law No. 13196 (455,450)] (263,896)| (108,347) (156,249) (348,681) (24,902) (96,571) (117,591 (1,571,687) – (1,571,687) Other gains (losses) – – – – – – – – 37,531 37,531 Financial income 135 10 71 51 1,077 119 15 (62) 1,416 12,241 13,657 Financial costs (245,404) (38,361) (17,784) (63,728) (190,713) (7,223) (14,547) (44,434) (622,194) (18,815) (641,009) Impairment loss under IFRS 9 – – – – (1,250) (1,250) Share in the profit (loss) of associates and joint ventures
. . – 857 1,180 3,703 – 5,740 409,105 414,845 accounted for using the equity method Exchange differences 85,310 31,306 23,110 43,415 100,742 16,136 18,766 21,648 340,433 (26,697) 313,736 Profit (loss) before tax 880,986 | 1,462,293 (91,641) 403,376 | 2,158,394 (66,288) 290,095 941,762 5,978,977 (72,273) 5,906,704 Income tax expense (586,785)| (980,145) 58,393 (299,289)| (1,440,972) 47,503 (194,277) (633,713) (4,029,285) 173,949 (3,855,336) Profit (loss) 294,201 482,148 (33,248) 104,087 717,422 (18,785) 95,818 308,049 1,949,692 101,676 2,051,368
F-325
From 112020 to 12312020 : : . . . Total Total Segments Chuquicamata| R.Tomic Salvador Andina |ElTeniente | Ventanas | G. Mistral M. Hales Other .
Segments Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Revenue from sales of own 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 (31) 11,771,832 Revenue from sales of third-party copper 1,742 – – – 26,263 – 28,005 1,206,324 1,234,329 Revenue from sales of molyodenum 301,441 12,459 10,984 40,571 153,228 – – 518,683 8,375 527,058 Revenue from sales of other products 181,447 78,108 4,715 84,947 206,626 5 71,222 627,070 9,337 636,407 Revenue from future market 1,368 691 151 (415) 2,958 (1,457) 217 29 3,542 – 3,542 Revenue between segments 59,279 46,936 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 own 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) Cost of sales of third-part copper (1,789) – – – – (30,265) (32,054)| (1,195,291) (1,227,345) Costof sales of molyodenum (79,422) (5,162) (5,393) (21,888) (50,077) – – – (161,942) (26,540) (188,482) Costof sales of other products (157,263) (79,527) (673) (50,216) (219,034) (418) (11,127) (518,258) (13,355) (531,613) Cost of sales between segments (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) (904,459)| (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 Other income, by function 18,427 7,729 8,543 14,140 8,872 5,199 752 (7) 63,655 33,666 97,321 Distribution costs (3,291) (16) (373) (197) (646) (892) – (1,080) (6,495) (2,968) (9,463) Administrative expenses (46,653) (28,450) (16,697) (21,468) (69,022) (7,546) (21,677) (21,915) (233,428) (163,617) (397,045) Other expenses, by function (156,797) (8,803) (17,981) (38,688) (47,884) (39,536) (12,450) (9,016) (331,155) (78,003) (409,158) Law No. 13196 (334,480) (144,876 (67,101 (109,604 (229,409) (23,339 (64,251) (74,603 (1,047,663) – (1,047,663) Other gains (losses) – – – – – – – – 30,425 30,425 Financial income (511) (28) 74 98 1,068 134 11 (262) 584 39,629 40,213 Financial costs (261,922) (45,215) (21,750) (77,544) (251,979) (9,199) (14,011) (45,560) (727,180) (15,284) (742,464) Impairment loss under IFRS 9 – – (206) (206) Share in the profit (loss) of associates and joint . . 659 1,058 3,431 5,148 34,288 39,436 ventures accounted for using 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) Profit (loss) before tax 302,502 255,834 (87,463) 15,887 652,994 (116,086) (13,454) 171,433 1,181,647 (137,763) 1,043,884 Income tax expense (224,032) (176,627) 56,134 (14,672) (451,651) 77,029 8,133 (118,807) (844,493) 57,490 (787,003) Profit (loss) 78,470 79,207 (31,329) 1,215 201,343 (39,057) (5,321) 52,626 337,154 (80,273) 256,881
F-326
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of December 31, 2021 and 2020, are detailed in the following tables:
12312021 . Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other .
Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Current assets 16657948] 1009317] 510147] 302996| 1,219,506 66,487] 386,300] 482934] 2,076,265] 7,801,909 Non-current assets 9,251,627| 2085,913| 1,317,660] 5,404,441] 8112876] 214228] 1040031| 3,285526| 4543,224| 35,255,526 Currentliabilities 692,071] 230,440| 204,120 232538| 538455 95,733] 110090] 146,358| 1689,072| 3,938,877 Non-currentliabilities 574,123] 295922| 345003| 1048434| 839281 88,088| 147,495] 153,782| 24,051529| 27,543,657
12312020 Category Chuquicamata Radomiro Salvador Andina |ElTeniente | Ventanas | G.Mistral M. Hales Other 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 55640] 262057] 521,154 2,777,102] 7,758,122 Non-current assets 9,171623| 2069,919| 1109815] 4,943,152] 7,799,234] 250617| 1081,860| 3,144,884| 4,881,160] 34,452,264 Currentliabilities 801,185] 231953| 208,235] 2358809| 436916 86,373 93,817] 141957| 1,203,582] 3,439,907 Non-currentliabilities 766,127| – 340,723| 297955] 610450| 17284,736| 139,142| 160,279| 130656| 23,413,920] 27,143,988 Revenues segregated by geographic area are as follows:
112021 112021 Revenue per geographical areas 12312021 | 12312021 ThUS$ ThUS$ Total revenue from domestic customers 3,430,050 2,087,303 Total revenue from foreign customers 17,594,765 | 12,085,865 Total 21,024,815 | 14,173,168
112021 112021 Revenue per geographical areas 12312021 | 12312021 ThUS$ ThUS$ China 4,191,892 | 3,404,994 Restof Asia 3,523,590 | 1,896,307 Europe 6,389,832 | 4,761,323 America 5,720,097 | 3,425,289 Other 1,199,404 685,255 Total 21,024,815 | 14,173,168
During the years ended December 31, 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.
F-327
25.
26.
27. Exchange difference
Exchange differences for the years ended December 31, 2021 and 2020 are as follows:
Profit (loss) from foreign exchange differences recognized in income 112021 112021
12312021 12312021 ThUS$ ThUS$ Profit from foreign exchange differences 532,748 97,221 Loss from foreign exchange differences (219,012) (262,722) Total exchange differences 313,736 (165,501)
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:
112021 112021 Other collections from operating activities 12312021 | 12312021 ThUS$ ThUS$ VAT Refund 1,223,152 | 1,261,769 Sales hedge – 3,340 Other 845,599 595,862 Total 2,068,751 | 1,860,971
112021 112021 Other payments from operating activities 12312021 | 12312021 ThUS$ ThUS$ Contribution to Chilean treasury Law No. 13196 (1,550,137) | (1,024,751) Sales hedge (17,745) – VAT and other similar taxes paid (1,572,781) | (1,352,266) Total (3,140,663) | (2,377,017)
No capital contributions were received during the years ended December 31, 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:
F-328 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 December 31, 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.
It is estimated that, based on net debt at December 31, 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$ 10 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
December 31, 2021, corresponds to a total of ThUS$ 16,254,081 and ThUS$ 987,419 respectively.
F-329 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 Il Main Accounting Policies).
As of December 31, 2021, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be US$320 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2021 (668 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. c. 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.
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.
F-330
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: : . oboe Lessthan | Between one | More than Maturity of financial liabilities as of . .
1218112021 one year Jand five years| five years
ThUS$ ThUus$ ThUS$ Loans from financial entities 18,003 74,547 894,869 Bonds 557,411 1,710,074 | 13,986,596 Derivatives 29,789 179,697 6,914 Other financial liabilities – 50,943 – Total 605,203 2,015,261 | 14,888,379 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 Commercial Vice- Presidency.
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, 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.
F-331
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 December 31, 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 years ended December 31, 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$ 20,747 as of December 31, 2021.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
December 31, 2021
Financial
Type of : ye . . . obligation | Fair value Amortizes Hedged item Bank derivative | Maturity [Currency | Hedge item . . Asset hedging | hedge item cost contract . instrument ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Bond UF Mat. 2025 Credit Suisse (USA) Swap 4-1-2025 US$ 253,162 208,519 33,174 275,382 (242,208) Bond EUR Mat. 2024 |Santander (Chile) Swap 7-9-2024 US$ 339,405 409,650 (77,620) 367,024 (444,644) Bond EUR Mat.2024 |BNP Paribas (USA) Swap 7-9-2024 US$ 113,004 409,680 (25,774) 122,199 (147,973) Bond UF Mat. 2026 JP Morgan London Branch (England) Swap 8-24-2026 US$ 366,901 406,212 (68,670) 381,758 (450,428) Bond AUD Mat, 2039 Santander (Chile) Swap 7-22-2039 US$ 50,736 49,266 (4,539) 59,373 (63,912) Bond HKD Mat. 2034 [HSBC Bank PLC (England) Swap 11-7-2034 US$ 64,105 63,792 (2,375) 73,709 (76,084) Total 1,187,313 | 1,547,119 (145,804)| 1,279,445 | (1,425,249)
F-332
December 31, 2020
Financial Type of o o . y o . . obligation | Fair value Amortizes Hedged item Bank derivative | Maturity [Currency | Hedge item . . Asset hedging | hedge item cost contract : instrument ThUs$ ThUS$ ThUS$ ThUS$ ThUS$ Bond UF Mat, 2025 Credit Suisse (USA) Swap 4-1-2025 US$ 282,137 208,519 96,981 356,507 (259,526) Bond EUR Mat. 2024 [Santander (Chile) Swap 7-9-2024 US$ 368,505 409,650 (59,079) 408,058 (467,137) Bond EUR Mat. 2024 BNP Paribas (USA) Swap 7-9-2024 US$ 368,505 409,680 (58,824) 408,022 (466,846) Bond UF Mat. 2026 JP Morgan London Branch (England) Swap 8-24-2026 US$ 408,894 406,212 28,013 507,154 (479,141) Bond AUD Mat. 2039 Santander (Chile) Swap 7-22-2039 US$ 53,747 49,266 2,507 71,746 (69,239) Bond HKD Mat. 2034 HSBC Bank USAN.A (USA) Swap 11-7-2034 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)
As of December 31, 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
Mees than 90 Total non- December 31,2021 | Currency Over 90 days | Total current| 1to 3 years | 3to 5 years | Over 5 years days current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Currency derivatives US$ 13,156 48,151 61,307 941,941 656,931 152,775| 1,751,647 Notional amount of contracts with final maturity Mees than 90 Total non- December 31,2020 | Currency Over 90 days | Total current| 1to 3 years | 3to 5 years | Over 5 years days current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Currency derivatives US$ 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 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 December 31, 2021, these operations generated a lower net realized result of ThUS$ 15,316. 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, 2021, the Corporation performed derivative market transactions of copper that represent 345.8 metric tons of fine copper. These hedging operations are performed as part of the Corporation’s commercial policy.
F-333
The current contracts as of December 31, 2021, present a negative fair value of ThUS$
29,626 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 December 31, 2021, generated a net negative effect in results of ThUuS$ 15,820, corresponding to values for physical sales contracts for a negative amount of ThUS$ 19,696 and values for physical purchase contracts for a negative amount of ThUS$ 3,876. b.2. Trade operations of current gold and silver contracts.
As of December 31, 2021, the Corporation maintains derivative contracts for the sale of gold of ThOZ 15.98.
The contracts in force as of December 31, 2021, present a positive exposure of ThUS$
393, 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 March 2022.
The operations completed between January 1 and December 31, 2021, generated a positive effect on results of ThUS$ 504, 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 December 31, 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:
December 31, 2021 Maturity date
ThUS$ 2022 2023 2024 2025 2026 Upcoming Total Flex com cobre (asset) 61 – – – – – 61 Flex com cobre (liability) (22,056) (7,268) (363) – – – (29,687) Flex com GoldSilver (393) – – – – – (393) Price setting – Metal options – – – – – – – Total (22,388) (7,268) (363) – – – (30,019) 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
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December 31, 2021
Maturity date
All figures in thousands . 2022 2023 2024 2025 2026 Upcoming Total of metric tonslounces Copper futures 268.43 72.90 4.50 345.83 GoldSilver Futures 15.98 15.98 Copper price setting Copper options December 31, 2020 Maturity date All figures in thousands . . 2021 2022 2023 2024 2025 Upcoming Total of metric tonslounces Copper futures 315.01 123.66 9.90 448.57 GoldSilver Futures 7.97 7.97 Copper price setting Copper options
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29. 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 (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 SII.
– Labor lawsuits: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
– 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 other 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, Corporación Nacional del Cobre faces various lawsuits and legal actions against it for a total of approximately ThUS$1,406,239 corresponding to 726 cases. According to the estimate made by the Corporation’s legal advisors, 528 cases, representing 72.73% of the universe, have associated probable loss results amounting to ThUS$49,223 (additionally, with the same probable results, there are 6 cases for ThUS$52 from subsidiaries). There are also 68 cases, representing 9.37% in the amount of ThUS$944, for which it is less likely that the Corporation will be unfavored. For the remaining 130 cases, representing 17.91% in the amount of ThUS$2,136, the Corporation’s legal advisors believe that an unfavorable outcome is unlikely.
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.
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, CUP IC, 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 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.
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 ¡s 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.
li. 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 December 31, 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 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,
F-339 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.
vil. 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. lt 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 aforementioned regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the eight divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companies affected by the general application procedure, which are those with extraction capacity> 10,000 tonsmonth, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
The law also established the obligation to update these closure plans, under the conditions of the general regime of the law, which incorporates new and greater requirements for the closure plans, five years after its entry into force, ¡.e. in 2020 in the case of Codelco. This calendar was brought forward to 2019 due to operational particularities for the Chuquicamata and Ventanas Divisions, and postponed to 2021 by SERNAGEOMIN, due to the COVID19 pandemic for the entire industry, and therefore for all other divisions.
In compliance with this new schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions, and as of December 31, 2021, the approval of the updated plans for the Salvador and Andina Divisions is in process. The Corporation has provided the corresponding guarantees committed in all the approved closure plans, according to the latest updates in force with their latest updates in force.
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As of December 31, 2021, the Corporation has agreed guarantees for an annual amount of U.F. 45,327,714 to comply with the aforementioned Law No. 20551. The following table details the main given guarantees:
Emission Transmitter Mine site Amount Currency Date Maturity date rate ThUS$ % Liberty Radomiro Tomic 5,730,481 UF 11-12-2021 11-12-2022 0.15 210,252 Liberty Ministro Hales 3,866,697 UF 11-15-2021 11-15-2022 0.15 141,869 Banco de Chile Chuquicamata 149,405 UF 11-27-2021 11-27-2022 0.27 5,482 HDI Chuquicamata 2,000,000 UF 11-26-2021 11-27-2022 0.25 73,380 Liberty Chuquicamata 3,550,000 UF 11-27-2021 11-27-2022 0.20 130,250 Banco de Chile Teniente 1,352,992 UF 12-2-2021 12-2-2022 0.27 49,641 Mapfre Teniente 2,550,000 UF 12-2-2021 12-2-2022 0.17 93,560 Banco ltau Teniente 730,000 UF 12-3-2021 12-2-2022 0.20 26,784 Banco Santander Teniente 5,000,000 UF 12-2-2021 12-2-2022 0.20 183,450 Banco Santander Teniente 250,000 UF 12-2-2021 12-2-2022 0.20 9,173 Banco Estado Teniente 3,169,500 UF 12-2-2021 12-2-2022 0.21 116,289 AVLA Teniente 1,000,000 UF 12-2-2021 12-2-2022 0.25 36,690 Banco Bci Teniente 2,619,000 UF 12-2-2021 12-2-2022 0.25 96,091 Aspor Gabriela Mistral 2,200,000 UF 12-15-2021 12-15-2022 0.15 80,718 Mapfre Gabriela Mistral 763,837 UF 12-15-2021 12-15-2022 0.17 28,025 Banco ltau Salvador 1,300,000 UF 2-12-2021 2-18-2022 0.15 47,697 Mapfre Salvador 3,285,450 UF 2-18-2021 2-18-2022 0.20 120,543 Mapfre Andina 4,658,180 UF 5-4-2021 5-3-2022 0.17 170,909 Banco Estado Ventanas 1,152,172 UF 10-7-2021 10-7-2022 0.25 42,273 Total 45,327,714 1,663,076
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.
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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
12312021 12312020 Creditor of the guarantee type of guarantee Currency Maturity Number of Thuss Thuss
Viability management Construction project UF January 25, 2021 1 1 Viability management Construction project UF January 27, 2021 1 2 Viability management Construction project UF April 3, 2021 3 33 Viability management Construction project UF April 15, 2021 2 22 Viability management Construction project UF April 29, 2021 1 56 Viability management Construction project UF June 25, 2021 2 9 Viability management Construction project UF July 2, 2021 1 15 Viability management Construction project UF April 8, 2024 1 4 4 Viability management Construction project UF January 21, 2022 1 28 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP March 1, 2021 1 1,484 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP March 1, 2022 1 1,249 Minera Doña Ines de Collahuasi Offer to purchase an asset USD January 2, 2021 1 8 Ministry of National Goods Project of exploitation CLP February 25, 2021 22 176 Ministry of National Goods Project of exploitation CLP February 25, 2022 22 154 Ministry of National Goods Project of exploitation UF June 9, 2021 3 24 Ministry of National Goods Project of exploitation UF June 23, 2021 3 24 Ministry of National Goods Project of exploitation UF March 31, 2022 1 2 Ministry of National Goods Project of exploitation UF June 9, 2022 3 21 Ministry of National Goods Project of exploitation UF June 23, 2022 3 21 Minestry of Public Works Construction project UF January 2, 2021 1 24,186 Minestry of Public Works Construction project UF December 31, 2021 1 161 180 Minestry of Public Works Construction project UF July 29, 2022 1 38 42 Minestry of Public Works Construction project UF December 31, 2023 1 732 Minestry of Public Works Construction project UF October 2, 2023 1 501 559 Minestry of Public Works Construction project UF December 31, 2022 1 21,702 Oriente Copper Netherlands B.V. Pledge on shares USD May 20, 2021 1 877,813 Sernageomin Environment UF February 18, 2021 2 161,254 Sernageomin Environment UF May 3, 2021 2 162,510 Sernageomin Environment UF October 7, 2021 1 40,945 Sernageomin Environment UF November 13, 2021 1 92,052 Sernageomin Environment UF November 26, 2021 2 201,655 Sernageomin Environment UF December 2, 2021 4 346,608 Sernageomin Environment UF December 3, 2021 1 92,942 Sernageomin Environment UF December 15, 2021 1 100,473 Sernageomin Environment UF February 18, 2022 2 168,240 Sernageomin Environment UF May 3, 2022 1 170,909 Sernageomin Environment UF November 12, 2021 1 155,019 Sernageomin Environment UF November 12, 2022 1 210,252 Sernageomin Environment UF November 15, 2022 1 141,869 Sernageomin Environment UF November 27, 2022 3 209,112 Sernageomin Environment UF December 2, 2022 8 611,678 Sernageomin Environment UF December 15, 2022 2 108,743 Sernageomin Environment UF October 7, 2022 1 42,273 Prosecutor attorney Carlos Felix Judicial agreement and setilement CLP March 15, 2022 1 19,309 Prosecutor attorney Carlos Felix Judicial agreement and setilement UF March 15, 2022 1 1,101 Consorcio Aeropuerto Calama Parking lot UF March 31, 2022 1 3 Engie Energia Chile S.A. Water supply project CLP August 31, 2023 1 237 Engie Energia Chile S.A. Water supply project CLP October 31, 2023 1 232 General Treasury ofthe Republic Maritime concession CLP October 21, 2022 1 49 Total general 1,708,620 | 2,258,096
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31. 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 12312021 12312020 Division ThUs$ ThUs$
Andina 135 135
Chuquicamata 7 82
Casa Matriz 914,399 713,404
El Teniente 427 427
Ventanas – 50
Total 914,968 714,098 Balances y foreign currency a) Assets by Currency
12312021 Assets national and foreign currency US Dollars Euros Other Nonindexed U.F. TOTAL currencies CH$ Current assets Cash and cash equivalents 1,175,963 6,218 11,399 90,038 1,283,618 Other financial assets, current 320,339 – – 1 – 320,340 Other non-financial assets, current 21,619 395 113 1,866 4 23,997 Trade and other receivables, current 3,580,436 185,429 788 427,697 4,194,350 Accounts receivable from related entities, current 156,711 – – 156,711 Inventories, current 1,811,455 – 1,811,455 Current tax assets 6,646 98 – 4,694 – 11,438 Total current assets 7,073,169 192,140 12,300 524,296 4 7,801,909 Non-currents assets Investments accounted for using equity method 3,546,011 – – 3,546,011 Property, plan and equipment 30,444,722 578 4,593 30,449,893 Deferred tax asset 78,667 2,455 13,473 – 94,595 Other assets 770,365 5,859 332,345 56,458 1,165,027 Total non-current assets 34,839,765 8,892 350,411 56,458 35,255,526 Total assets 41,912,934 192,140 21,192 874,707 56,462 43,057,435
12312020 Assets national and foreign currency US Dollars Euros Other Nonindexed U.F. TOTAL currencies CH$
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 receivables, 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-currents assets Investments accounted for using equity method 3,418,958 – – – 3,418,958 Property, plan and equipment 29,010,721 72 540,754 358 29,551,905 Deferred tax asset 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
F-344 b) Liability by type of currency:
12312021 Other Non- National and foreign currency liabilities US Dollars Euros : indexed U.F. TOTAL currencies CH$ Current liabilities Other financial liabilities, current 605,223 (24) 13 – (9) 605,203 Lease liabilities, current 36,712 – 700 65,487 9,205 112,104 Trade and other payables, current 1,122,226 4,110 3,092 367,872 129 1,497,429 Accounts payable to related entities, current 221,344 – – – 221,344 Other short-term provisions 732,501 784 – 8,742 742,027 Current tax liabilities 303,616 164 4,596 308,376 Provisions for employee benefits, current 2,223 804 416,296 419,323 Other non-financial liabilities, current 11,443 – 144 21,475 9 33,071 Total current liabilities 3,035,288 4,870 4,917 884,468 9,334 | 3,938,877 Non-current liabilities Other financial liabilities, non-current 16,636,544 (2,592) (1,008) – 270,696 | 16,903,640 Lease liabilities, non-current 90,458 – 1,046 115,356 33,163 240,023 Non-current payables 759 306 – 1,065 other long-term provisions 1,396,911 43,491 1,017,183 2,457,585 Deferred tax liabilities 6,990,740 20 13,763 – 7,004,523 Employee benefit provision, non-current 11,002 923,540 – 934,542 Total non-financial liabilities, non current 2,035 – 244 – 2,279 Total non-current liabilities 25,114,721 (2,592) 58 1,096,700 1,321,042 | 27,543,657 Total liabilities 28,150,009 2,278 4,975 1,981,168 1,330,376 | 31,482,534
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12312020 Non-
National and foreign currency liabilities US Dollars Euros Other indexed UF. TOTAL currencies
CH$ 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 shortterm 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
32. Sanctions
As of December 31, 2021 and 2020, neither Codelco Chile nor its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
33. 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 ¡ts commitment to the environment, among which is the Corporate Sustainable Development Policy (2021).
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, 2021, Codelco ¡s 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.
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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 December 31, 2021 and
2020, respectively, and the projected future expenses are stated below.
Disbur 12312021 12312020 |Future committed disbursements . . Project Assetlexpe . .
Entity Project name ThUus$ Asset Expenditure Item ThUus$ ThUS$ Estimated date status nse
Chuquicamata Codelco Chile [Talambre dam capacity extension, 8th stage Finished Asset Property, plant and equipment 35,560 2020 Codelco Chile [Acid plant transformation 3-4 DCDA Finished Asset Property, plant and equipment 966 2020 Codelco Chile [Enablement refining gas treatment system Finished Asset Property, plant and equipment 16,607 2020 Codelco Chile [Dryer replacementn? 5 fuco Finished Asset Property, plant and equipment 8,386 2020 Codelco Chile [Construction Relle Res Dom-Asim Montec Finished Asset Property, plant and equipment 4,271 2020 Codelco Chile [Construction 9 seg Montecristo Finished – Asset Property, plant and equipment 804 2020 Codelco Chile [Acid plants In progress 14,508 | Expenditure Operating expenses 17,406 2021 Codelco Chile [Solid waste In progress 1,265 | Expenditure Operating expenses 1,745 2021 Codelco Chile [Tailing In progress 67,496 | Expenditure Operating expenses 22,518 2021 Codelco Chile [Water treatment plant In progress 25,567 | Expenditure Operating expenses 24,843 2021 Codelco Chile [Environmental monitoring In progress 1,285 | Expenditure Operating expenses 1,470 – 2021 Codelco Chile [Normalization drainage system drill ohole In progress 3 Asset Property, plant and equipment 89 2,859 2023 Codelco Chile [Normalization handling feeding powder transport In progress 10,763 Asset Property, plant and equipment 6,441 – 2021 Codelco Chile [Construction thickened tailings Talabre In progress 13,498 Asset Property, plant and equipment 8,058 4,371 2022 Codelco Chile [Satandardization TKS sangerous substances supply DS 43 In progress 287 Asset Property, plant and equipment – 24,913 2023
Total Chuquicamata Division 134,672 149,164 32,143
Salvador Codelco Chile [Improved integration of the gas process In progress 3,944 Asset Property, plant and equipment 9,871 12,830 2022 Codelco Chile [Tailing In progress 4,472 | Expenditure Operating expenses 4,426 2021 Codelco Chile [Acid plants In progress 57,787 | Expenditure Operating expenses 62,293 2021 Codelco Chile [Solid waste In progress 1,631 | Expenditure Operating expenses 1,500 2021 Codelco Chile [Water treatment plant In progress 752 | Expenditure Operating expenses 671 2021 Codelco Chile [Bell replacement In progress 367 Asset Property, plant and equipment 639 2021 Codelco Chile [DRPAEmergency In progress 7,359 Asset Property, plant and equipment 4,766 2021 Codelco Chile [DRPAEmergency Compliance DS 43 storage dangerous substance| In progress 692 Asset Property, plant and equipment 243 2021 Codelco Chile [Norma riles and sewage In progress 11 Asset Property, plant and equipment – 449 2022
Total Salvador Division 77,015 84,409 13,279
Andina Codelco Chile [Construction canal outline DL east In progress 2,018 Asset Property, plant and equipment 3,092 2021 Codelco Chile [Construction site emergency plan Finished Asset Property, plant and equipment 2,469 2020 Codelco Chile [Expansion dam Finished Asset Property, plant and equipment 36,753 2020 Codelco Chile [Construction structure and instruments Finished Asset Property, plant and equipment 1,827 2020 Codelco Chile [Construction of pits containment of spills Finished – Asset Property, plant and equipment 320 2020 Codelco Chile [Valve and works rating In progress 1,129 Asset Property, plant and equipment 1,580 2021 Codelco Chile [Solid waste In progress 1,990 | Expenditure Operating expenses 2,351 2021 Codelco Chile [Water treatment plant In progress 4,992 | Expenditure Operating expenses 3,945 2021 Codelco Chile [Tailing In progress 86,414 | Expenditure Operating expenses 74,700 2021 Codelco Chile [Acid drainage In progress 34,161 | Expenditure Operating expenses 33,288 2021 Codelco Chile [Environmental monitoring In progress 1,009 | Expenditure Operating expenses 808 2021 Codelco Chile [Sustainability and external matters management In progress 2,576 | Expenditure Operating expenses 1,750 2021 Codelco Chile [DLN conditioning works In progress 3,606 Asset Property, plant and equipment 11,086 2021 Codelco Chile [Construction worked mitigation water shortage Finished – Asset Property, plant and equipment 7,952 – 2020 Codelco Chile [Excavation operation improvement In progress 1,863 Asset Property, plant and equipment 824 1,908 2022 Codelco Chile [Water dispatch tunner modification In progress 2,995 Asset Property, plant and equipment 1,350 1,121 2022 Codelco Chile [Implemention of the carchment system for rafts tove In progress 2,395 Asset Property, plant and equipment 45 8,217 2022 Codelco Chile [Dam ovejeria: longitudian! drainage stage 8 In progress 27,513 Asset Property, plant and equipment 459 10,412 2022 Codelco Chile [North extended ballast deposit In progress 32,338 Asset Property, plant and equipment 13,669 222,529 2024 Codelco Chile [Standard dam instruments Los Leones In progress 68 Asset Property, plant and equipment – 3,586 2023
Total Division Andina 205,067 198,268 247,773
416,754 431,841 293,195
F-347
Disbur 12312020 12312020 |Future committed disbursements Entity Project name project ThUS$ Assetlexpe Asset | Expenditure Item ThUS$ ThUs$ Estimated date status nse El Teniente Codelco Chile [Construction of 7th phse Caren dam In progress 56,802 Asset Property, plant and equipment 52,765 162,852 2023 Codelco Chile [Construction of slag treatment plant In progress 2,136 Asset Property, plant and equipment 31,987 – 2021 Codelco Chile [Construction of slag treatment plant Finished – Asset Property, plant and equipment 969 – 2020 Codelco Chile [Acid plants In progress 72,928 | Expenditure Operating expenses 60,007 – 2021 Codelco Chile [Solid waste In progress 3,081 | Expenditure Operating expenses 2,887 – 2021 Codelco Chile [Water tratment plant In progress 14,682 | Expenditure Operating expenses 15,021 – 2021 Codelco Chile [Tailings In progress 61,233 | Expenditure Operating expenses 63,641 – 2021 Codelco Chile [Well construction and hydrogeology modification colihue-Cauquenej In progress 2,755 Asset Property, plant and equipment 145 2,597 2023 Codelco Chile [Improvement of the container washing system for fiter plants Finished – Asset Property, plant and equipment 33 – 2020 Codelco Chile [Land acquisition Finished – Asset Property, plant and equipment 6,791 – 2020 Codelco Chile [Phase 8th and 9th ohase caren dam In progress 2,223 Asset Property, plant and equipment – 352,430 2026 Codelco Chile [Construction complements hydraulic work of dam Barahona 2 In progress 1,019 Asset Property, plant and equipment – 32,073 2023 Codelco Chile [Restauration slaughterhouse drive In progress 580 Asset Property, plant and equipment – 18,160 2023 Total El Teniente Division 217,439 234,246 568,112 Gabriela Mistral Codelco Chile [Environmental monitoring In progress 23 | Expenditure Operating expenses 75 – 2021 Codelco Chile [Solid waste In progress 2,969 | Expenditure Operating expenses 2,350 – 2021 Codelco Chile [Environmental consultancy In progress 51 | Expenditure Operating expenses 172 – 2021 Codelco Chile [Water treatment plant Finished – | Expenditure Operating expenses 3 – – Codelco Chile [Garbage dump extension phase VII! In progress 9,138 Asset Property, plant and equipment – 25,222 2022 Total Gabriela Mistral Division 12,181 2,600 25,222 Ventanas Codelco Chile [Acid plants In progress 22,867 | Expenditure Operating expenses 28,740 – 2021 Codelco Chile [Solid waste In progress 2,100 | Expenditure Operating expenses 1,463 – 2021 Codelco Chile [Environmental monitoring In progress 1,527 | Expenditure Operating expenses 1,442 – 2021 Codelco Chile [Water treatment plant In progress 5,793 | Expenditure Operating expenses 5,639 – 2021 Codelco Chile [Main chimneyimplementatios Finished – Asset Property, plant and equipment 327 – 2020 Codelco Chile [Implementation of abatement water system Finished – Asset Property, plant and equipment 79 – 2020 Codelco Chile |Stockpile improvement Finished – Asset Property, plant and equipment 97 – 2020 Codelco Chile [Improvement closure facilities and crusher belts Finished – Asset Property, plant and equipment 131 – 2020 Codelco Chile |Stabilized road operations Finished – Asset Property, plant and equipment 76 – 2020 Codelco Chile |Improves gas abatement capture In progress 1,112 Asset Property, plant and equipment 34 247 2022 Codelco Chile [Critical Var monitorin implementation In progress 531 Asset Property, plant and equipment 128 – 2021 Codelco Chile [Normalization handing dangerous substances In progress 3,700 Asset Property, plant and equipment – 2,553 2022 Codelco Chile [Normalization CEMS chimney PPAL y PAS In progress 54 Asset Property, plant and equipment – 796 2022 Total Ventanas Division 37,684 38,156 3,596 Radomiro Tomic Codelco Chile [Solid waste In progress 924 | Expenditure Operating expenses 880 – 2021 Codelco Chile [Environmental monitoring In progress 99 | Expenditure Operating expenses 387 – 2021 Codelco Chile [Water treatment plant In progress 720 | Expenditure Operating expenses 1,087 – 2021 Codelco Chile [|Preliminaryworks water supply In progress 4,714 Asset Property, plant and equipment 266 – 2021 Total Radomiro Tomic Division 6,457 2,620 – Ministro Hales Codelco Chile [Solid waste In progress 2,450 | Expenditure Operating expenses 1,948 – 2021 Codelco Chile [Water treatment plant In progress 187 | Expenditure Operating expenses 175 – 2021 Codelco Chile [Pitdrainage wells mine Finished – Asset Property, plant and equipment 191 – 2020 Codelco Chile [Implementation of pit aquifer monitoring In progress 399 Asset Property, plant and equipment 1,547 – 2021 Codelco Chile [Silice bam extension and dome control room Finished – Asset Property, plant and equipment 19 – 2021 Total Ministro Hales Division 3,036 3,880 – Ecometales Limited Ecometales Limited |Smelting powders leaching plant In progress 1,013 | Expenditure Operating expenses 566 831 2021 Ecometales Limited |Smelting powders leaching plant In progress 7 | Expenditure Operating expenses 8 69 2021 Subsidiary Ecometales Limited 1,020 574 900 btotal 277,817 282,076 597,830 Total 694,571 713,917 891,025
F-348
34. Subsequent Events
On February 3, 2022, the Servicio Nacional de Geología y Minería (National Geology and Mining Service) approved the closure plan for mining sites and facilities of División Andina. This new plan was considered as the basis for estimating the value of the closure, dismantling and restoration provision presented in the financial statements as of December 31, 2021.
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, 2022 and the date of issue of these consolidated financial statements as of February 24, 2022.
Octavio Araneda Osés Alejandro Rivera Stambuk
Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-349
THE ISSUER
Corporación Nacional del Cobre de Chile Huérfanos 1270 Santiago Republic of Chile Postal Code 8340424
TRUSTEE, PAYING AGENT, TRANSFER AGENT AND REGISTRAR
The Bank of New York Mellon
240 Greenwich Street New York, New York 10286 United States
LEGAL ADVISORS TO THE ISSUER
As to New York law As to Chilean law Cleary Gottlieb Steen € 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
Postal Code 7550647
LEGAL ADVISORS TO THE INITIAL PURCHASERS
As to New York law As to Chilean law Linklaters LLP Garrigues Chile Limitada
1290 Avenue of the Americas Isidora Goyenechea 3477, Piso 12 Las
New York, New York 10104 Condes, Santiago
United States Republic of Chile
Postal Code 7550106 INDEPENDENT AUDITORS Deloitte
Auditores y Consultores Ltda.
Rosario Norte 407, Las Condes Santiago Chile Postal Code 7561210
PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada Av. Andrés Bello 2711, Floor 5, Las Condes Santiago Chile Postal Code 7550611
Q
CODELCO
Corporación Nacional del Cobre de Chile
U.S.$1,300,000,000 5.950% Notes due 2034 U.S.$700,000,000 6.300% Notes due 2053
Offering Memorandum
Joint Book-Running Managers
BNP PARIBAS Citigroup J.P. Morgan Santander Scotiabank
September 5, 2023
COMISIÓN PARA EL MERCADO FINANCIERO CHILE
ANEXO 3
PURCHASE AGREEMENT
COMISIÓN PARA EL MERCADO FINANCIERO
9
Execution version
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
U.S.$1,300,000,000 5.950% Notes due 2034 U.S.$700,000,000 6.300% Notes due 2053
BNP Paribas Securities Corp.
787 Seventh Avenue,
New York, New York 10019 United States of America
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013 United States of America
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179 United States of America
Santander US Capital Markets LLC
437 Madison Avenue, 10% floor New York, New York 10022 United States of America and
Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281 United States of America
Purchase Agreement
As Representatives of the Initial Purchasers
Ladies and Gentlemen:
New York, New York September 5, 2023
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 TI hereto (the Initial Purchasers), for which you (the
Representatives) are acting as representatives, U.S.$1,300,000,000 principal amount of its
5.950% Notes due 2034 (the 2034 Notes), and US$700,000,000 principal amount of its
6.300% Notes due 2053 (the 2053 Notes, and collectively the 2034 Notes and the 2053 Notes, 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 Frustee), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent (the Luxembourg Agent), as supplemented by the twelfth supplemental indenture to be dated September 8, 2023 (the twelfth supplemental indenture together with 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 September 5, 2023 (including any and all exhibits thereto, the Preliminary Memorandum, and a final offering memorandum, dated September
5, 2023 (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 sheets prepared by the Company substantially in the forms of Exhibit B-1 and Exhibit B-2 hereto and any Additional Written Offering Communications identified in SCHEDULE II 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 II 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 Memorandunn, at the date thereof, did not, and the Final Memorandun, 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
2 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).
(t) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.
(g) 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.
(i) 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.
(¡) 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 (i) 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, and (ii) 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. 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, services and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) 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 SIT), (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%, and (C) may benefit from a reduced withholding tax rate 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; or (ii) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) the service for which such payments were made is deemed to be rendered or utilized in Chile.
Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile will not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
(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.
4 (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 Original 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 bankruptey, 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 Supplemental Indenture 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)).
(1) 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 (i) 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
5 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. 2,327 dated December 22, 2022 and published in the Official Gazette on January 28, 2023; (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. 1089 issued by the Ministry of Finance on June 15, 2023 and Ordinary Resolution No. 1374 issued by the Ministry of Finance on August 4, 2023;
(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. 1558 issued by the Ministry of Finance on September 4, 2023; 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), (iii) 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; (ii) 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; (iii) 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 (IERS) in respect of full year periods for 2020, 2021 and 2022 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
6 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 2020, 2021 and 2022 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; (ii) 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.
(9 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: (i) 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; (iii) access to assets is
7 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 (i) 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 (ii) 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 (ii) 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 Limitada, who have audited the full-year
2020 consolidated financial statements of the Company 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 y Compañía Limitada, who have audited the full-years 2021 and 2022 consolidated 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 consolidated financial statements of the Company as of June 30, 2023 and for the six- month period ended June 30, 2023 and 2022 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); (ii) 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 (iii) 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 Law No. 18,840 of 1989, the Organic Law of the Central Bank of Chile, as amended, 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
9 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 City 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 (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.
(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.
(ii) 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: (1) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) has 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) has 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, policies and procedures designed to promote and achieve the
10 Company and its subsidiaries? compliance with all applicable anti-bribery and anti- corruption laws.
(jj) 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, His Majesty?s Treasury or the United Nations Security Council (collectively, the Sanctions), (ii) 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, the so-called Donetsk People?s Republic and the so-called Luhansk Peoples Republic regions of Ukraine, 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 three 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 would reasonably be expected to result in the imposition of Sanctions against, the Company or the Initial Purchasers.
(1D 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
11 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 (ii) 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.
(nn) Except as would not reasonably be expected to, individually or in the aggregate, 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, the Company and its subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, data, and databases (collectively, IT Systems) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries have used commercially reasonable efforts to implement and maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (Personal Data)) used in connection with their businesses. Except as would not reasonably be expected to, individually or in the aggregate, 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, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems or
12 Personal Data, except as would not reasonably be expected to, individually or in the aggregate, 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.
Except as would not reasonably be expected to, individually or in the aggregate, 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, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
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 (1) 99.807% of the principal amount of the 2034 Notes, plus accrued interest, if any, from September 8, 2023 to the Closing Date (as defined below), and (ii)
99.506% of the principal amount of the 2053 Notes, plus accrued interest, if any, from September 8, 2023 to the Closing Date (as defined below) the principal amount of Securities set forth opposite such Initial Purchaser?s 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 September 8, 2023 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
13 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) Ithas 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 manner 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, (ii) 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,
14 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) If at 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: (i) will notify the Representatives of any such event; (1i) 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 (iii) 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.
(5) 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.
(g) 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
15 Securities in the United States or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act.
(f) 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 it 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.
(1) 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
16 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: (i) the issuance of the Securities and the fees and expenses of the Trustee (including, without limitation, the fees of counsel for such trustee); (ii) 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 IT 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, except for the fees and expenses of counsels (including United States and Chilean counsels) for the Initial Purchasers; 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 5(p) pro rata in proportion to each Initial Purchaser’s commitment to purchase Securities as listed in
17 SCHEDULE TI hereto in accordance with Section 2(a) and this Section 5(p) (except for the costs and expenses contemplated by 5(p(ix), 5(Pi)and 5(plii), 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 5(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.
(1) 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 €z 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:
(i) 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;
(iii) the statements made in each of the Time of Sale Memorandum and the Final Memorandum under the heading Taxation- U.S. Federal Income Taxation, insofar as such statements purport to summarize certain federal income
18 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(v) and (vi) 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 counsel’s 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(v) and (vi) below);
(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
19 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 €z 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 counsels attention that causes it to believe that:
(i) 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 fumnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(i) 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
20 in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptey, 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));
(iii) 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 CODELCOSs 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 CODELCO”s Operations- CODELCO is subject to an extensive labor reform law -in effect since 2017- promulgated by the Government of Chile that could affect its business and operating results, Risk Factors-Risks Relating to CODELCO”s Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2022 -Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations for the Six-Month Periods Ended June 30, 2023 and 2022- Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six-Month Periods Ended June 30, 2023 and 2022-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,
2022–Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2022-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
21 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 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 (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);
(vw) 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 (i) 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. 2,327 dated December 22, 2022 and published in the Official Gazette on January 28, 2023; (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. 1089 issued by the Ministry of Finance on June 15, 2023 and Ordinary Resolution No. 1374 issued by the Ministry of Finance on August 4,
2023; (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. 1558 issued by the Ministry of Finance on September 4, 2023; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual
22 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, (1) any provision of applicable Chilean law; (ii) 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 (i) 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, and (ii) 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.
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, services and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) 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 SIT, (B) subject to a 15% withholding tax if it is deemed payment for a professional or
23 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%, and (C) may benefit from a reduced withholding tax rate 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; or (ii) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) the service for which such payments were made is deemed to be rendered or utilized in Chile. Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile will not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
9 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. 2,327 dated December
22, 2022 and published in the Official Gazette on January 27, 2023, 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 its 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
24 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 (i) 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
(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 Macarena Vargas Losada,
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:
25 (i) 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 bankruptey, 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));
(iii) 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 (i) 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;
(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,
26 security interest, restriction on voting or transfer or any other claim of any third party;
(v) such counsel has no reason to believe that (i) 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 (i) 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. 2,327 dated December 22, 2022 and published in the Official Gazette on January 27, 2023; (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. 1089 issued by the Ministry of Finance on June 15, 2023 and Ordinary Resolution No. 1374 issued by the Ministry of Finance on August 4,
2023; (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. 1558 issued by the Ministry of Finance on September 4, 2023; 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.
27 (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: (i) any provision of applicable law; (ii) 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, (iii) 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;
E) 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 CODELCOSs 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 CODELCO”s Operations- CODELCO is subject to an extensive labor reform law -in effect since 2017- promulgated by the Government of Chile that could affect its business and operating results, Risk Factors-Risks Relating to CODELCO”s Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2022–Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations for the Six-Month Periods Ended June 30, 2022 and 2023 -Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Six-Month Periods Ended June 30, 2022 and 2023–Income tax expense,
28 Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31,
2022–Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2022-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 subsidiary?s 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 (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 (i) where the
29 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 (ii) 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 (i) 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 (ii) 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. 2,327 dated December
22, 2022 and published in the Official Gazette on January 27, 2023, 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 its 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;
30 (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 (i) 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, and (ii) 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.
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, services and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) 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 SIT, (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%, and (C) may benefit from a reduced withholding tax rate 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; or (ii) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) the service for which such payments were made is deemed to be rendered or utilized in Chile. Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile will not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
31 (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 (i) 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 Linklaters LLP, U.S. counsel
for the Representatives, such opinion or opinions, dated the Closing Date and addressed
32 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 Garrigues Chile Limitada, special 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.
(g) 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:
(i) the representations 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
(ii) 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) Atthe 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
2020 financial statements, 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 (ii) PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, independent audit firm with respect to the Company, to furnish to
33 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-years 2021 and 2022, the interim unaudited consolidated financial statements as of and for the six months ended June 30,
2023 and 2022, 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.
(i) 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 (i) 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 (ii) 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).
(¡) 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) Atthe 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.
(1) 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
34 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, Linklaters LLP, at 1290 Avenue of the Americas, New York, New York 10104, 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 (i) the names of the Representatives set forth on the cover page, (ii) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and (iii) under the heading Plan of
35 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 (ii) 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 party?s 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 (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) 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; (iii) 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
36 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 (ii) 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
37 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 Ll.
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 TI 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 (i) 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; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) 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,
38 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 BNP Paribas Securities Corp., at 787 Seventh Avenue, New York, New York 10019, Attention: Debt Syndicate Desk, Email: DL.US.Syndicate.Support(Wus.bnpparibas.com; Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Facsimile: 1-646-291-1469; J.P. Morgan Securities LLC, at 383 Madison Avenue, New York, New York 10179; Attention: Latin America Debt Capital Markets; Santander US Capital Markets LLC, at 437 Madison Avenue, New York, NY 10022, Attention: Debt Capital Markets; E-mail: DCMAmericas(Osantander.us; Facsimile: 212-407-0930; Scotia Capital (USA) Inc., 250 Vesey Street, New York, New York 10281, Attention: Debt Capital Markets, Email: US.Legal (Oscotiabank.com, TAG(Oscotiabank.com, and, or, if sent to the Company, will be mailed or delivered to the Corporación Nacional del Cobre de Chile, co Macarena Vargas Losada as Acting General Counsel (No.: 56982339427 email: macarena.vargas(Dcodelco.cl; CodelcoIR(Wcodelco.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(j) 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 Y ork 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
39 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 (i) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to
40 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 or a current holder of any of the Securities 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 the failure of an Initial Purchaser or a current holder of any of the Securities 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.
41 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. 8 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. 8 252.82(b);
(ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. 8 47.3(b); or
(iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. 8 382.2(b).
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. 88 252.81, 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 6:00pm, New York City time, on September 5,
2023.
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 (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
42 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 Naciónal del Cobre de Chile
By:
Name: Olivar Hermáhdez G.
Title: Head of Finance
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
By AAA
Name: Julien Pecoud-Bouvet Title: Director
Citigroup Global Markets Inc.
By:
Name: Title:
J.P. Morgan Securities LLC
By: Name: Title:
Santander US Capital Markets LLC
By: Name: Title:
By:
Name: Title:
Scotia Capital (USA) Inc.
By:
Name: Title:
For themselves and the other several Initial Purchasers named in Schedule 1 to the foregoing Agreement.
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
By:
Name: Title:
Citigroup Global Markets Inc.
By: AQ Mo daer Name? Adam JD. Bordner Title: Director
J.P. Morgan Securities LLC
By:
Name: Title:
Santander US Capital Markets LLC
By:
Name: Title:
By:
Name: Title:
Scotia Capital (USA) Inc.
By: Name: Title:
For themselves and the other several Initial Purchasers named in Schedule 1 to the foregoing Agreement.
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
By:
Name: Title:
Citigroup Global Markets Inc.
By:
Name: Title:
J.P. Morgan Securities LLC
By: lom tt Le
Name: LaneFeler Title: Executive Director
Santander US Capital Markets LLC
By:
Name: Title:
By:
Name: Title:
Scotia Capital (USA) Inc.
By: Name: Title:
For themselves and the other several Initial Purchasers named in Schedule 1 to the foregoing Agreement.
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
By:
Name: Title:
Citigroup Global Markets Inc.
By:
Name: Title:
J.P. Morgan Securities LLC
By:
Name: Title:
Santander US Capital Markets LLC
By: ÍA
Title: Executive Director
Scotia Capital (USA) Inc.
By: Name: Title:
For themselves and the other several Initial Purchasers named in Schedule 1 to the foregoing Agreement.
[Signature page to Purchase Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
By: Name: Title:
Citigroup Global Markets Inc.
By:
Name: Title:
J.P. Morgan Securities LLC
By:
Name: Title:
Santander US Capital Markets LLC
By:
Name: Title:
By:
Name: Title:
Scotia Capital (USA) Inc.
O
Name: Juán Fullaondo
Title: Managing Director €, Head Lafin America € Caribbean Debt Capital Markets
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 5.950% Principal Amount of Notes due 6.300% Notes due Initial Purchasers 2034 2053 BNP Paribas Securities Corp. U.S.$260,000,000 U.S.$ 140,000,000 Citigroup Global Markets Inc. U.S.$260,000,000 U.S.$ 140,000,000 J.P. Morgan Securities LLC. U.S.$260,000,000 U.S.$ 140,000,000 Santander US Capital Markets LLC. U.S.$260,000,000 U.S.$ 140,000,000 Scotia Capital (USA) Inc. U.S.$260,000,000 U.S.$ 140,000,000
Total U.S.$1,300,000,000 U.S.$700,000,000
SCHEDULE Il
Time of Sale Memorandum
1. Preliminary Memorandum, dated September 5, 2023.
2. Pricing Term Sheet, dated September 5, 2023, in the form set forth in Exhibit B-1 hereto.
3. Pricing Term Sheet, dated September 5, 2023, in the form set forth in Exhibit B-2 hereto.
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)(i) 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:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MiFID IT); or
(ii) 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 Il; or
(iii) 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)
(iii)
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-1
Corporación Nacional del Cobre de Chile
U.S.$1,300,000,000 5.950% Notes due 2034
Pricing Term Sheet
Issuer:
Security Description: Type of Offering: Principal Amount: Maturity Date: Coupon:
Issue Price:
Yield to Maturity: Spread to Benchmark Treasury:
Benchmark Treasury:
Benchmark Treasury Price and Yield:
Gross Proceeds to Issuer:
Interest Payment Dates:
Trade Date: Settlement Date:
Optional Redemption:
Corporación Nacional del Cobre de Chile
5.950% Notes due 2034 (the Notes) Rule 144A Regulation S U.S.$1,300,000,000
January 8, 2034
5.950%
99.887% plus accrued interest, if any, from September 8, 2023
5.966%
+170 bps
3.875% due August 15, 2033
96-27+; 4.266%
U.S.$1,298,531,000
January 8 and July 8 of each year, commencing January 8, 2024. Interest accrues from September 8, 2023.
September 5, 2023
September 8, 2023 (T+3)
Make-whole Call: Prior to October 8, 2033 (the date that is three months prior to the maturity
date), at T+30 bps
Par Call: On or after October 8, 2033 (the date that is three months prior to the maturity date)
Tax Redemption: The Notes are redeemable at the option of the Issuer 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 a change in the laws or regulations affecting Chilean taxation that is announced or becomes effective on or after the date of the agreement to purchase the Notes, the Issuer 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%.
Additional Amounts: In the event of withholding on account of certain taxes imposed by Chile, the Issuer will pay additional amounts.
Day Count Convention: 30 360
Minimum Denominations: U.S.$200,000 U.S.$1,000
Expected Listing: Luxembourg Euro MTF
Issuer Ratings*: A3, negative watch A, stable (Moodys SéxP) Issue Ratings*: A3 A (Moody’s SérP)
Joint Book-Running Managers: BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Santander US Capital Markets LLC
Scotia Capital (USA) Inc.
144A CUSIP ISIN: 21987B BG2 US21987BBG23 Regulation S CUSIP ISIN: P3143N BQ6 USP3143NBQ62 *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 September 8, 2023, 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 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 II); (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 II; 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: (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 (the EUWA); (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 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 (iii) 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 PRIIPs 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.
ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO “THIS COMMUNICATION AND SHOULD BE DISREGARDED.
SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
EXHIBIT B-2
Corporación Nacional del Cobre de Chile
U.S.$700,000,000 6.300% Notes due 2053
Pricing Term Sheet
Issuer:
Security Description: Type of Offering: Principal Amount: Maturity Date: Coupon:
Issue Price:
Yield to Maturity: Spread to Benchmark Treasury:
Benchmark Treasury:
Benchmark Treasury Price and Yield:
Gross Proceeds to Issuer:
Interest Payment Dates:
Trade Date: Settlement Date:
Optional Redemption:
Corporación Nacional del Cobre de Chile
6.300% Notes due 2053 (the Notes) Rule 144A Regulation S U.S.$700,000,000
September 8, 2053
6.300%
99.586% plus accrued interest, if any, from September 8, 2023
6.331%
+195 bps
3.625% due May 15, 2053
87-16; 4.381%
U.S.$697,102,000
March 8 and September 8 of each year, commencing March 8, 2024. Interest accrues from September 8, 2023.
September 5, 2023
September 8, 2023 (T+3)
Make-whole Call: Prior to March 8, 2053 (the date that is six months prior to the maturity
date), at T+30 bps
Par Call: On or after March 8, 2053 (the date that is six months prior to the maturity date)
Tax Redemption: The Notes are redeemable at the option of the Issuer 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 a change in the laws or regulations affecting Chilean taxation that is announced or becomes effective on or after the date of the agreement to purchase the Notes, the Issuer 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%.
Additional Amounts: In the event of withholding on account of certain taxes imposed by Chile, the Issuer will pay additional amounts.
Day Count Convention: 30 360
Minimum Denominations: U.S.$200,000 U.S.$1,000
Expected Listing: Luxembourg Euro MTF
Issuer Ratings*: A3, negative watch A, stable (Moodys SéxP) Issue Ratings*: A3 A (Moody’s SérP)
Joint Book-Running Managers: BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc.
144A CUSIP ISIN: 21987B BHO US21987BBH06 Regulation S CUSIP ISIN: P3143N BR4 USP3143NBR46
*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 September 8, 2023, 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 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 II); (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 II; 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: (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 (the EUWA); (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 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 (iii) 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 PRIIPs 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.
ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO “THIS COMMUNICATION AND SHOULD BE DISREGARDED.
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=fd70509f1d7f22d6060077f2b20f54f2VFdwQmVVMTZRVFZOUkUwMFQwUkJORTVuUFQwPQ==&secuencia=-1&t=1694198401