Document K6Le716oN83v1ye590d1LKxjx

Date of Filing. Effective Date. Re o is t s a t io s No . 2-1669 (THE ABOVE TO BE LEFT BLANK BY THE RECISTR JTT) Fo r m A-2 FOR CORPORATIONS REGISTRATION STATEMENT (AS AMENDED) Under Securities Act of 11933 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. ANACONDA COPPER MINING COMPANY of Raffetnat) TttU of taoao, or Xooooa SCCURfTIES REGISTERED 4yiJo Sinking Fund Debentures (due October 1, 1950) $55,000,000 Amount of Filing Fee: $5,500. Approximate Date of Proposed Public Offering: October 15, 1935. Name and address of person authorized to receive notices and communic ttions from the Securities and Exchange Commission: D. B. He n n e s s y , Secretary, 25 Broadway, New York, IN. Y. 1* 9 is high grade electrolytic zinc. The material treated consists of c ncentrates produced in part by the concentrator at Anaconda irom ores produced by mines owned >y the registrant and from purchased ores, in part by the International Smelting and Refining Cot ipany's concentrator at Tooele, Utah, and in part by custom shippers operating in Utah, Idaho, Mo i tana, and other states. Power and Fuel The plants at Great Falls, as well as the plants at Anaconda, ajtd the mines at Butte, are sup plied with hydro-electric power purchased from The Montana Pdwer Company. The Butte and Anaconda operations are supplied with gas purchased from Montana Power Gas Company, supplied from gas fields in northern Montana. Tha plants at Great Falls are fur nished with gas purchased from the Montana Cities Gas Company, supplied from other gas fields in northern Montana. Stand-by equipment for pulverized coal is piaintained in connection with the reverberatory furnaces at Anaconda. Lumber Operations The registrant .owns approximately 625.000 acres of timbeJ lands in western Montana. Operations are conducted mainly for the purpose of supplying thelnecessary timber used in the operation of the mines and other plants. The lumber is manufactured at registrant's mills at Bonner, Montana, which can produce approximately 100,000.000 Board feet per year. Part of the lumber products is sold to the trade and at retail. The Interstate Lumber Company (a 10O%owned subsidiary of registrant) operates lumber yards' in several cipes and towns in Montana. Miscellaneous Operations At East Helena, Montana, registrant owns and operates a plant Jfor the recovery of zinc oxide from lead blast furnace slag. This plant consists of a furnace in which the slag is blown with coal dust and air. The zinc oxide which is driven off is collected m a bathcuse and shipped to Great Falls for conversion into electrolytic zinc. This plaut is located on lanpa held under a lease expiring in 1939. Registrant's plants at Anaconda. Montana, manufacture treble! superphosphate from phos phate rock shipped from phosphate mines of registrant located at Conda, Idaho. Phosphate rock is also produced for sale. The registrant owns and operates a coal mine at Washoe, Montafca, the product of which is sold commercially. Registrant also owns and operates a small silver producing mine ih Flathead County, Montana. A subsidiary owns and operates a smalt gold-silver property in Madiaon County, Montana, from which small ore shipments are being made. Registrant operates under! lease the property of Butte Copper & Zinc Company at Butte, Montana, which produces zinc and manganese ores. The lease expires July 8, 1941, but is subject to cancellation by registrant on sul months notice. In addition to the foregoing, the registrant and its subsidiaries,! Deer Lodge Valley Farm. Company and Blackfoot Land Development Company, own approxin ately 500,000 acres oi cut over, agricultural, grazing, and miscellaneous lands in Montana. The Butte Electric Railway Company operates the street car line in the city of Butte and .tsuburbs. These lines provide a transportation facility to the principal ru'nes of registrant at Rut'- The Butte Water Company owns and operates the water system su plying the city of Butte a the mines in the Butte District. The system includes storage reserve rs and pumping plant the Big Hole River and elsewhere. Diamond Coal and Coke Company operates coal mines in Wyom ng. Until natural gas brought in, these mines were the principal sources of fuel for the smt ters and mines in M-ir*, Their production is now disposed of to the railroads and for domestic nd miscellaneous pur:- - Montana Hardware Company operates a hardware business in Bt 1e, Montana. B. INTERNATIONAL SMELTING AND REFINING COMPANY International Smelting and Refining Company operates the followin described plants in Arizona, Indiana, Ohio, and New Jersey: Utah At International, Tooele County, Utah, is located a reduction wo cs containing a lead plant for the treatment of lead ores and concentrates, and a copper plant 1 >r the treatment of copper 10 ores- and concentrate*, as well as gold and silver ores containing insoffide t lead to be treated in the lead plant operations. In addition, there is a concentrator lor the reatment of complex zinc-lead-silver ores and lead ores and the zinc concentrates produced then from are shipped to the registrant's electrolytic plants in Montana. The productive capadty )f the lead plant is approximately 16,000,000 pounds of lead bullion and of the copper plant 4,500,000 pounds of blister copper per month. The lead bullion is refined at the International l nelting and Refining Company's refinery at'East Chicago, Indiana, and the blister copper is refin either at its refinery at Perth Amboy, New Jersey, or at the refinery of the registrant at Great alls, Montana. The complex zinc'-lead-silver ores, lead ores and concentrates, copper ores and I copper concentrates treated at this plant are for the most part purchased. The lead plant has >een operating on curtailed basis and the concentrator and copper plant have been shut dowi , but it is expected the copper plant will resume operations in October, 1935. Arizona At Inspiration, Arizona, near the town of Miami, is located a copper s ialter for the treatment of concentrates produced by Miami Copper Company and Inspiration lonsoiidated Copper Company, which own mining properties in the vicinity of Miami. This sm Jter has no concentrating facilities, but is equipped with roasters, reverberatory furnaces and co iverters. The plant has a productive capacity of approximately 18.000,000 pounds of copper per mt nth. Under present conditions this plant operates only occasionally and on a small scale. Regi tranf owns no stock interest in Miami Copper Company. Indiana At East Chicago, Indiana, is situated a lead refinery. It is equipped wit! softening furnaces, desilvering kettles, residue treatment furnaces, blast furnaces, and cupeJatron furnaces. It has a capacity to produce about 8,000 tons of refined lead per month. This plant is operating on a cur tailed basis. On the same property with the lead refinery is situated a plant for the production of zinc oxide. Ohio Another zinc oxide plant is situated in Akron, Ohio. The two oxide plants have a capacity to produce from metallic zinc approximately 7,000,000 pounds of high grade zinc oxide per roooth. New Jersey ' A copper refinery known as the Raritan Copper Works, owned by the I stional Smelting and Refining Company; is located at Perth Amboy, New Jersey. The plant anode fur- naces, electrolytic refining tanks and refining furnaces for melting the copper ithodes and casting the refined rnppj^fartn shapes required by the market. The blister copper re at this plant is shipped frnm tMjifijprr smelters of International Smelting and Refining stnpaay and from smelting plants Ss Mexico and Chile of subsidiaries of the registrant, and at ie from die Ana- cotida smelter of the registrant. The foreign copper is refined in bond export, with the exception of a small portion withdrawn from bond and fabricated by American Brass Company and Anaconda Wire and Cable Company, into products for At the Raritan Plant a custom refining business is carried on and scrap aterial is purchased and treated for the recovery of its metallic content. The silver and gold on these prem- ises treats the slimes from the electrolytic tanks at this plant and irom the r lt's Great Fails Refinery together with the dore bullion from the lead refinery at East ( Indiana. The slimes from the electrolytic tanks treating anodes cast from scrap metals tin and lead. which are recovered in a plant constructed especially for this purpose. The Copper Works, when refining blister copper only, had a capacity of approximately 46,000,000|pounds of copper per month. The plant is being readjusted to handle an increasing volume of coppeT produced from scrap. With these readjustments completed, the electrolytic refining capacity ill be reduced to approximately 40,000,000 pounds per month, depending on the type of oper The casting capadty is in excess of this figure. This plant is operating on a curtailed A wholly-owned subsidiary of International Smelting and Refining Com (Raritan Ter- minal and Transportation Company) owns a railway from Raritan CoppeT Wo s to a connection with the Lehigh Valley Railroad, a distance of approximately one mile, of wrtich approximately one-half is leased to the Lehigh Valley Railroad Company for a term expiriogljune 30, 1943. m a- ir The more important plants and units of the principal subsidiar ts of International Smelting and Refining Company are as follows: (a) Utah'Delaware Mining Company: This Company owns a mine in Bingham Canyon, Utah, whic produces copper and lead-rinc ores. The mine is equipped with pumping and hoisting plants arid is connected with the smelter at International, Utah, by ao aerial tramway. Except for a sm 11 ore production taken out by leasers, the property is on a shutdown basis. (b) Walker Mining Company: This Company owns mining claims in Plumas County, Calif mia, consisting of 34 patented and 262 unpatented claims covering approximately 5,726 acres. n addition, the Walker Mining Company owns 108.22 acres of patented lands used for a mill and tunnel site. The mineral'deposits of the Walker mine contain copper, and silver. The ore bodies occur in a northwest-striking and easterly-dipping complex fissure zone which has been developed along its course for more than 7.200 feet. The vein is from 10 to feet wide and the general aver- age width of ore as stoped is approximately 30 feet. The principa vein minerals are quartz, pyrite, pyrrhotite and chalcopyrite. The mine is operated through a 3,650-foot cross-cut tunnel !e d:ing from the mine workings to the nulling plant. Ore below the tunnel level is mined through s1 if ts sunk from the adit tunnel level. Shrinkage sloping methods are used except in minor ins tan a where timbering is required, The mine and milling plants are equipped to produce copper at the rate of twenty million pounds per annum when operated at full capacity. For economic reasons it is impracticable to develop and blot c out ore bodies far in advance of current operations. Because of the width and continuity of Walker fissure zone both on strike and dip as disclosed by past operations, and because of the nature and mineralogical charac- ter of the vein it is believed that the ore will persist and continm in depth and that the mine can be operated at full capacity for many years to come. In conjunction with the mine and mill operation there are ofikt and warehouse buildings, shops, residences, bunkhouses, schools and miscellaneous buildings. An .6 mile aerial tram connects the mill with ore bins on the Western Pacific Railroad at Spring Can en, California. This mine haa been shut down since February, 1932, but cberations were resumed on or about October 1, 1935. (c) Momtain City Copper Company: The properties of Mountain City Copper Company are situa ed near Mountain City in the Cope Wishing District, Elko County, Nevada, and lie approxima e< ly midway between Mountain Home, Idaho, and Elko, Nevada. Graded liighways are under onstruction which will connect Mountain City with both these railroad points. Mountain City Copper Company holds 43 unpatented mining claims covering approximately 470 acres, and in addition owns 176.83 acres of patented agricul ural lands which carry mineral rights. The property is still being developed. The Company's engines rs state that development work to date indicates ore reserves, proved and probable, estimated to cc itain approximately 200,000.000 pounds of recoverable copper. The property is equipped with adequate structures and machi iery for mining ore and carry ing on development work. There is no equipment at the property for ore treatment, and until ore development work has reached the stage which will justify the nstallation at the mine of ore reduction equipment and/or the construction of a railroad to com ect the mine with existing rail facilities, shipments of ore will be made by truck from the mine o existing railroad facilities and thence by rail to smelters, shipments having commenced in Septet tber, 1935. Mountain City Copper Company obtains electrical power at :he property from the Nevada Power Company at Jarbridge, Nevada, approximately 40 miles disc nt. 12 (d) North Lily Mining Company: The business in which North Lily Mining Company and its subsidiarii s have been engaged since their formation, consists in the exploration and development of mines and mining property and in the production of siiver-lead-zinc and gold ores. The properties of North Lily Mining Company and its subsidiaries, the {rincipal one of which is the North Lily Knight Company, are located in the Tintic Mining District, uab and Utah Coun ties, State ot Utah, and embrace approximately 6,265 acres of patented rr unpatented mining claims legally held under location notices, and approxin ately 2,812 acres of farm land and surface rights. The plant at the North Lily Mine is modem and consists of compresst r; hoist, head frame. blacksmith, machine and timber framing shops; office, change house, super ntendent's residence, and other necessary plant buildings, water supply equipment, pumping equip lent, mine cars, elec tric haulage locomotives, and other mining machinery, as well as an aerial tr; n way from the mine to the loading station at Dividend, Utah. The mine has not been operated sin e May, 1932. The shaft of Big Hill Mining Company, one of the subsidiaries of Not h Lily Mining Cornpany, the properties of which are leased to North Lily Mining Company, is equipped with compressor, hoist, head frame, pumping equipment, mine cars, etc. and is used foi the North Lily mine, This mjne has been inactive for some time. The properties of most of the ubsidiaries of North Lily Mining Company have been inactive for some time except for operatioi in a small way by leasers, so that very little equipment has been maintained. C. COPPER AND BRASS FABRICATING PLANTS 1. The American Brass Company The American Brass Company owns and operates copper and brass abricating plants in Ansonia, Waterbury, and Torringtoo, Connecticut; Buffalo, r New York Detroit, Michigan; Kenosha, Wisconsin; and its subsidiary, Anaconda-American Brass, Ltd., operates a plant at Toronto, Canada. The total area occupied by these plants is approximately S3Q acres, of which approximately 109 acres are under roof. The products of these plants co sist of copper and various alloys of copper in the form of sheets, rods, wire, tubes, castings, for mgs, extruded rods and architectural shapes, flexible metal hose, and drawn shells and stampings The j4ns<mta Branch occupies an area of 86,8 acres, of which 22.2 acres a e under roof. This plant is equipped to fabricate copper and various alloys of copper in the fqrtn of sheets, rods, wire, castings, forgings and stampings, extruded shapes, and various coppe bars for electrical construction. The Waterbary Broach occupies an area of about 70 acres, of which 24.4 : crea are under roof. This plant is eqtBpged to fabricate copper and various alloys of copper in the f inn of sheets, tubes, small rods and wir* extra large tubes and shells, and nickel silver is sheets, wi e and tubes. The American Metal Hose Branch at Waterbury occupies an area of 2.4 acres, of which 1.3 acres are under roof. This plant is equipped to produce flexible metal hose of b ass, bronze, gaivanized steel for air, gas, water, oil, steam and electrical conduits. The French Small Tube Branch at Waterbury occupies an area of 5.3 acre of which 2.3 acres are under roof. This plant is equipped to produce small diameter tubing of copper and various alloys. The Waterbury Brass Goods Branch occupies an area of 3.3 acres, of which 1.6 acres are under roof. This plant is equipped to produce brass eyelets, hinges, paper {: .teners, soap boxes, ash trays, and miscellaneous small articles. The Torrington Branch occupies an area of about 25 acres, of which 12.6 i res are under roof, The plant is equipped to fabricate copper and various alloys of copper in he form of sheets, tubes, rods, wire, and special shapes such as turbine blades, metal moulding copper projectile bands, and ammunition cups. The Buffalo Branch occupies an area of about 73 acres, of which 12.4 a The plant is equipped to fabricate copper and various alloys of copper in strips, coils and tubes. es are under roof. Se form of sheets, 13 The Detroit Branch oecuoies an jr ,,r IO . The plant is equipped to fabricatecopper and wbu alloT^t ***** *"** *** nd* Strips, tubes, rods and wire, copper condenser heads, and \n,n tfT*?* tTm f uars tor electrical construction. The Kenosha Branch occupiesan area of 26.9 acres, of which 14 4 This plant is equipped to fabricatecopper and various alloys copper in the bw f k^' strips, tubes, rods, and wire, and hot pressed forgings; also copper bars for electriaUonstt .ctS!' The Toronto Branch (owned and operated by Anaconda-American Brass, Ltd a ,00% owned subsidiary) occupies an area of 18.9 acres, of which 6 acres are under roof. This j iam is equipped to fabricate copper and various alloys of copper in the form o sheets, tubes, ro< s. and extruded shapes. 2. Anaconda Wire and Cable Company Anaconda Wire and Cable Company owns and operates plants for the fabrication of :opper rods, wires, cables, and accessories in a number of localities in the United States. The Great Falls, Montana, plant has a total land area of 20.8 acres and has approxi natelv 100,CCO square feet of floor space. The equipment consists of two complete hot rod oiling mills; wire drawing, rolling and stranding equipment; and all necessary auxiliary equi >ment. Operations inciude the hot rolling of copper rods, drawing of various sizes and tempers o wire and stranding or cabling. -- The Kenosha, Wisconsin, plant has a total land area of approximately 183,740 squat : feet and has approximately 213.498 square feet of floor space. The machinery consists oi wire drawing machines; stranding and tinning machines; together with auxiliary equipment. Dperations include the drawing of wire from copper rods, stranding, tinning, etc. This plant ha: been shut down since July, 1932. Two plants located in Sycamore, Illinois (DeKalb .County), have a total land ar a of approximately 600,000 square feet and floor space amounting to approximately 196.000 s uare feet. The machinery consists of wire drawing machines, stranding equipment, cotton wit ders, braiding equipment, enameling ovens and equipment, magnet wire machines, and auxiliary e juipment. The operations include drawing copper rods into wire. Thereafter, such wire mt / be insulated or stranded and insulated according to the type oi product desired. The Muskegon, Michigan, plant has a totaJ land area of approximately 66,000 square feet and has approximately 90,000 square feet of floor space. The machinery consists of wire dra ving machines; wire enameling machines; machines for applying textiles to copper wire; various coil winding machinery; arid auxiliary equipment. The operations include the drawing of wire rom copper rods into various sizes and tempers of bare wire. Thereafter, same is insulated accor ling to the type of product desired. Tht/Anderson, Indiana, plant has a total land area of approximately 121,000 square feet and has apppuamately 42,000 square feet of floor space. The machinery consists of wire cjrai ing machines; tinning machines; enameling machines ; machines for applying textiles to wire ; buncl ng, stranding and braiding equipment for fine wire, together with auxiliary equipment. The 0( `ra tions consist of drawing wire from copper rods. The wire is drawn into various sizes and tern ers and may be further treated by insulating with enamel, cotton, silk, etc. The Marion, Indiana, plant has a total land area of approximately 13.55 acres and has appr mately 221.865 square feet of floor space. The machinery consists of wire drawing and stran. equipment, tinning equipment, complete rubber mill and vulcanizing plant for conversion of rub r machinery for application of rubber to wire, loom braiders, machines for manufacture of amv: ed cable and parkway cable, and accessory equipment. Operations start with the drawing of wire ft irn hot rolled copper rods; thereafter, stranding, braiding nnd insulating operations are penon cl according to the kind of product desired. The Hastings-on-Hudson, New York, plant has a total land area cf approximately 14.3 a:1 and has approximately 434,434 square feet of floor space. The machinery consists of a rod wire drawing machines, tinning equipment, stranding equipment, cable equipment, lead presses < ton winding and braiding equipment, machinery for applying textile coverings to magnet w machinery for manufacture of parkway cable, cable accessories equipment, together with an\il> equipment. Copper wire bars are rolled into rods and the rods drawn into wire. The wire is t insulated or stranded and insulated according to the type of product desired. -i % d id >n er hite ling -ear. .nmg Iway is of The prac- strict. s, and --e *.?'* 1 IS The equipment of the mines and metallurgical plants have a caf ndty of producing 130,000,000 pounTldns4 Ooff rcnopiwperr fpWerf 4annnntu<mm ii*ne ithUea ffo- rm-- o_ tf conc. entrates, cement < Jpper and electrolytic cathode copper from combined leaching and concentrating operations. The 1 Dncentrates and cement copper are shipped to the International Smelting and Refining Company's plant ,,at MltliiaaimI1Ii, nAnriiczmonaa>, If0o(r. treatment on a toll basis, and the electrolytic cathode copper to ti at Company's plant at Perth Amboy, N. j., for casting. The mine, concentrator, leaching plant and auxiliary plants are connected with both the Salt River Valley Water Users' Association hydro-electric plants and witt >. t_h_e_ _In__sp_ir_a_tion Consolidated Copper Company's own steam plant consisting of 4 turbo-generatot units having a total capacity of 30,000 kilowatts. All pr ro-pr ert*ies are* owned in fee, but are sub-ject to the- lien of tl e -F*ir--s--t Mortgage dated April 1, 1932, to Guaranty Trust Company of New York, as Trustee, pre viding for an authorized issue of <$11 (0\,n0f0V0\,/0Y0Y0\ principall nammOount /o\ff CFieiresVt MM/oVrr*tgtrae fgtAek GoMld PBAokn/dIcs, min.; turing AA p_rJil1 11, f1942 oef wh. i>ch. $6,933,000 principal amount, Series A 7% Bonds (being the total amount of said bonds now issued) have been pledged to secure notes of Inspiration Consohda ed Copper Company held by the registrant. The engineers of Inspiration Consolidated Copper Company estit late its present ore reserves as follows: Sulphide Ore ............................................. ..................... 41,21 769 Mixed oxide and sulphide ores-....... ...................... 27,79 .001 1.438 1.276 Total ....................................................................... 69,01(1,770 1.373 During the years 1925 to 1929, inclusive, copper production from. t us property averaged appToximately 89,315,000 pounds per annum. The productive life of this pr perty would be approximately 16 years at such rate of production based upon the estimated recoverab e copper contents of the above ore reserves. This property has not operated since May, 1932, but recently pr< jaration has been commenced (or resumption of operations on a curtailed basis. II. PROPERTIES OUTSIDE UNITED STATES AND CANADA G. CHILE COPPER COMPANY Chile Copper Company itself owns no mining properties or plants Its 100%-owned subsidiary, Chile Exploration Company, owns mining rights, easements, concessio s and claims, on lands located at and in the vicinity of Choquicatnata, Exovince of Antofagasta, Re ublie of Chile, amounting to an area, of approximately 19,558 acres. The known ore reserves, as /ell as the lands used for the purpose of plant sites, tailings dumps, camp sites, and miscellaneous ac :essory mining requirements, are located vrithin said area. The siting rights are held under the Mining Code of Chile and nritle the owner to work the mine or tnirmig property and extract the ore contained therein. Such -ights and the mining easemerits and concessions above mentioned are perpetual (except as to 49 acres the easement on which expires December 31, 1939, and except in several instances not mate r illy important) ; the mining rights are subject to the payment annually of a tax imposed in accoit ince'with the Miring Code, and the concessions and easements are subject to miscellaneous payment provided for by the respecrive decrees. The rights, easements and concessions terminate in any event upon the permanent abandonment of the mining operations. Since the completion of the original prospect drilling campaign determine the ore reserves, there has been discovered a very material tonnage of additional ore. No detailed estimate of this additional tonnage has been made, but a preliminary estimate indicate, that the ore reserves now contain approximately 1,035,000,000 short tons of positive and probab e ore, consisting of approximately 360.000,000 tons of oxidized ore assaying 1.75% copper, 10( .000,000 tons of mixed ore assaying 2.87% copper, and 575.000,000 tons of sulphide ore assaying 2.27% copper, the average assay of the entire ore reserves being 2.15% copper. The recoverable topper content of the above ore reserves would be sufficient for a production rate of 450,000.000 pejunds of copper per year tor about 85 years. The ore is mined by open cut methods, being loaded by electric hovels into standard-gauge ore cars for railway transportation to the reduction plant. The railw lys at the mine and plant consist of 81.2 miles of standard-gauge track, of which 52.45 miles art electrified. 16 The present reduction plant for the recovery of copper from the oxidized dres and the oxidized minerals of the mixed ores, is complete. Certain additional plant units will Jbe required in the future when sulphide minerals are encountered in sufficient quantity to warrant their individual treatment. The reduction plant consists principally of the primary crushing ilant, the secondary crushing plant, leaching vats for the extraction of copper into solution; tailirigs disposal system, dechloridizing plant for the removal of excess chlorine from the solutions, an electrolytic tank house for the electrolytic deposition of the copper, and a melting plant for the casting of the copper into marketable shapes; in addition, there are supplementary units such as shops, warehouses, a foundry, anode casting plant, electrical receiving station and substations. There are ali> housing facilities for the staff, employees and workmen, together with hospitals, schools, stores, clubs, bakeries, etc. Also at Antofagasta, Chile Exploration Company owns an office building, the larjd on which same is located being owned in fee, and an oil storage plant located on approximately If acres under gov ernmental concession terminable when mines are abandoned (except as to one acre as to which the concession expires December 31, 1949), but subject to payment of annual taxes. The mine and plant can produce approximately 450,000,000 pounds of refirfcd copper, per year. However, due to conditions in the world's markets, the production of Chile Exploration Compa has been curtailed in recent years. At Tocopilla on the Pacific Coast of Chile, Chile Exploration Company jowns a turbo-gen erator poweT station having an installed capacity of 100,000 K.W., an oil storage plant, and a townsite containing housing facilities for staff, employees and workmen, together with a hospital, school and store. The substantial part of the lands on which the power stationlitself is located is owned in fee. A portion thereof is occupied under an easement granted by governmental decree No. 2485, dated October 29, 1926 (being a renewal of a prior concession), f<lr an indeterminate period up to 60 years, expiring October 29, 1986. This easement also granted a renewal of the concession to maintain on government lands the original transmission line between Tocopilla and Chuquicamata and an easement to lands 100 meters wide by 140 kilometers lortg for the erection of an additional transmission line between the same points. For supplemental purposes of the plant, the Chile Exploration Company occupies in addition three parcels of land aggregating about one and two-thirds acres under leases from the government, one of which may pe cancelled on six months' notice, another which continues- for tb duration of the Company's requirements, and the third which expires December 31, 1941. The oil storage plant at Tocopilla (pn adjunct of and adjacent to the power plant) is located on government lands unde* decree No. 8756," dated August 14, 1917, which extended for 25 year* from April 17, 1919, an easement for the! use of said lands. The Chile Exploration Company's townsite at Tocopilla is located on lands pil-suant to an ease ment granted by said governmental decree No. 1756 dated August 14, 1917, for a period expiring August 14, 1947. Power is transmitted to Chuquicamata by transmission lines for a distance of approximately 87. miles with a voltage of approximately 110,000. By decree No, 3645, dated July 31, 1934, the Company is also granted the lght to use lands for a telephone line from Tocopilla to Chuquicamata. The easement is indetermi ate as to time but lapses if the private nature of the purpose for which it is granted is modified (?r discontinued. By decree No. 534, dated March 13. 1914. as renewed by decree No. 19 4 dated May 3. 1929, the Company is entitled to occupy lands for the purpose of building a d un. settling tanks and pipe lines and a telephone line from San Pedro to Chuquicamata, a dis ance of approximately 37 miles, and to occupy government lan.Is as shown by maps accompa i ying the decree, consisting of a plot 300 meters long by 150 meters wide and a strip 20 meters wide by 60 kilometers long. These rights continue until December 31, 1943. Copper and supplies between Chuquicamata and the port of Antofagasta are transported over the Antofagasta (Chile) & Bolivia Railway (a public carrier not owned or contr illed by the Chile Copper Company), a distance of about 162 miles. At Antofagasta the copper is oaded into ocean vessels for shipment to various ports of destination. Chile Copper Company owns all of the shares of Chile Steamship Comp; ty Incorporated, which owns one freight steamship and also has under charter two oil tankers fo the purpose of transporting oil principally to Tocopilla and Antofagasta, Chile. ISRO 01445 In addition to the tonnage set forth above the Andes Copper Mining Company's t lgineers estimate that there is a substantial tonnage of sulphide ore, assaying approximately 0.7% copper, that will be available after the exhaustion of the ores included in the above mentioned to nage. The productive life of the above ore reserves will depend upon the scale and character of operations as between oxide and sulphide ores. J. SANTIAGO MINING COMPANY Santiago Mining Company owns mining claims and rights on property in Chile, located, approximately 11 mites west of Santiago, Chile. These mining claims and rights are constittrt d under the Mining Code of Chile, grant the right to mine and remove the metals, and are perpetual so long as the Company pays the annual taxes. In addition, Santiago Mining Company owns thr<fugh purchase the agricultural land where all these mining claims are located. The mining clair s consist of two groups, as follows: Lo Aguirre group, having an area of 494.20 acres, and La Africana group, having an area of 486.79 acres. Lo Aguirre property contains a partially developed copper ore body of the ditsemin t ed type, La Africana property contains a partially developed vein deposit of copper ore. There has been no development work at these properties since September, 1922. The agricultural land have an area of 18,430 acres, and are used for stock and crop raising, which constitute the only >perations of the Santiago Mining Company. '- Except as above set forth the plants- and units of registrant and its subsidiaries in be United States described above are located on land held in fee, subject to current tax assessm m ts, liens, leases, rights of; way, easements,-and other rights and encumbrances. Except as above stated the principal rigWfejf OilU and Mexico above described, registrant is advised, are perpetua while the annual taxes Wjwpa and until abandoned and are subject to the taws of those countrie rights of way, easemeafll^eid* other rights and encumbrances. No examination of titles to prt jerries has been made foe ffie purpose of this registration statement or the prospectus. The principa plants and units have been held for many years without any unfavorably adjudicated claim. &. Outline briefly the general effect of all material franchise* and concessions Ijald by the registrant or its subsidiaries. A. OPERATIONS IN MONTANA Anaconda Copper Mining Company Special use permit from the United States Department of Agriculture in Deer hty ge National Forest for a right of way for a flume for conducting water from Georgetown Lake to Silver Lake in Deer Lodge County, f*fontana, subject to cancellation. Butte, Anaconda St Pacific Railway Company Various Ordinances passed and approved by City of Anaconda, Montana, grant ng perpetual right of way along certain streets and alleys in the City of Anaconda for railroad pt poses. Various Ordinances passed and approved by the City of Butte, Montana, grant ng perpetual rights of way along certain streets, alleys and ways in the City of Butte, Montana, for railroad purposes. ! `tOnn , 20 authorizing the eatatruction of a railway between the Chuquicamata mine and the ore treatment plant, and between the ore treatment plant and the terminus of the Chuquicamata branch of the Antofagasta (Chile) & Bolivia Railroad. Decree No. 165 dated April 15, 1919, authorized the construction and operation of certain service branches. Decree No. 3652 of Dece iber 29. 1913. issued by the Republic of Chile, grants to Duncan Fox & Company, who acted as agents of the Chile Exploration Company, right ot way over government lends for the construct on of the rail way for which concession was granted by Decree No. 809 mentioned above. The concessions for the railway, and for the right of way for the railway, are for an indefinite term, bqing specified as for the duration of the Company's requirements. Powder Magazine Concession: Decree No. 419, dated November 25, 1915, authorized James H. E. Henn, representing Duncan Fox & Company, agents of Chile Exploration Company, to erect structures to be used as a magazine for storing explosives, and approved the] plan therefor. Concessions for Power Lines from Tocopilla to Chuquicamata and other Condrssions at Toco* pill*: By decree No. 1264, dated March 19. 1914, the construction of the electric powJr plant of Chile Exploration Company at Tocopilla, Chile, on the Pacific Coast, was authorized fori the purpose of transmitting high tension electric current to Chuquicamata for a period of ten yeais from the date the installations are placed in operation. Decree No. 3478, dated June 25, 19141 authorized the changing of the route of the transmission line. By decree No. 2485, dated Octob* 29, 1926, there was granted to Chile Exploration Company for an indeterminate period up to 60lyears a renewal of the concession to maintain the power plant and the transmission line No. 1 f*om Tocopilla to Chuquicamata. By decree No. 3520 bis, dated October 30, 1923, there waj granted to Chile Explora tion Company for a term of .10 years permission to erect an additional high tension line between Tocopilla and Chuquicamata and to utilize fiscal lands as required for this purpose. By decree No. 4481, dated November 13, 1933, there was granted to Chile Exploration Company for an indeter minate period an extension of the right to- operate a second transmission line anil to utilize such fiscal lands as may be available for public use and may be required for this second (transmission line. By decree No. 2186, dated October 27, 1916, Chile Exploration Company 4-as authorized to erect a breakwater at Tocopilla to exdude seaweed from the intake tunnel for tne power plant, no time limit being set for this authorization. By decree No. 1488. dated May 19, I9EO, this authoriza tion was extended for the duration of the Company'9 requirements and it was stipulated that two customs guards must be maintained. The Company has two permits to maintain mooring buoys and submarine oij pipe lines in the Bay of Tocopilla which are used for unloading of tank steamers. These permits! expire on Decem ber 31, 1937 and December 31, 1938, respectively. Harbor Buoys and Marine Ripe Line Concessions at Antofagasta: The Company has per mits to maintain harbor buoys at Antofagasta which have been renewed from|time to time and now expire Deeeajlicg 1938. Water CoodM^nac Decree No. 2,184, dated November 28. 1913, granted tofthe Chile Explora tion Company sqSn&iaa to use a flow of 175 liters per second from the wafers of San Pedro River, for the perpoae of leaching copper bearing ores. This concession was confirmed by decree No. 1,968, dated Jane 14, 1927. No time limit is specified. By decree.No. 434, dated March 13, 1912, there was granted the right tb use a flow of 80 liters per second from the waters of the Opache River for the leaching of copper bearing ores at Chuquicamata. No time limit is specified. This concession to water was later transferred from the River Opache to the River Loa. A further concession, decree No. 3,080, dated] June 6. 1929, pro visionally granted the right to the Chile Exploration Companyto use a flow of (39 liters per second from the waters of the Loa River (in addition to the 80 liters above mentioned). By various decrees the time for the completion of the construction work with respect td the rights for the total of 119 liters per second from the waters of the Loa River has been extended to February 16, 1938. No time limit for the water rights is specified. By decree No. 362, date^ March 24, 1914, Chile Exploration Company was granted the right to use for domestic requirements in Chuquicamata a flow of 3.5 liters per second from the Toconce River, and contingently a concession for industrial purposes of 8.1 liters pej second from such waters. By decree No. 1,333, dated August 10, 1917, a contingent permit to the Company was granted to divert the flow of 23.4 Uter3 per second from the waters of the (Toconce River for domestic and industrial purposes. These rights were later confirmed and coj waters are used for the purposes specified. The amount to which the Company ia entitled 1 21 the Tocooce River) by the several decrees is 35 liters per second, with a right to an additional 15 liters per second. The additional 15 liters is subject to termination on six months' not :e. Rights were also granted to use government lands for the construction of the necessary bydrat lie installa tions for the use of the water, subject to termination on six months' notice. Tocopilla-Chuquicamata Telephone Line Concessions: Decree No. 1,521, dated March 28, 1914, authorized a telephone line for 10 years from Tocopilla to Chuquicamata. C ~i May 30. 1914, the Company was granted permission to set up telephone poles in certain streets i t Tocopilla. The concession granted by decree No. 1,521 was extended and now continues withoi; any fixed termination, but it is provided that the concession lapses if the private nature of the installation is modified or discontinued. & D. ANDES COPPER MINING COMPANY 1. Authorization from the Treasury Department of the Republic of Chile to establish branch offices and agents in Chiie, subject to the condition that the acts and obligations of the corporation effected or incurred in Chile shall be subject to the laws of that Republic and that its property in Chile shall be subject to the fulfillment of its obligations incurred in that country. 2. Concession from the Republic of Chiie to the Potrerillos Railway-Company of Lvater to the extent of two cubic meters per second in the La Ola River, Department of Chanara) Chile, for motive power and industrial purposes of mines at Potrerillos, or others which may be required by Potrerillos Railway Company. This concession was subsequently transferred by Pott rrilios Rail way Company to Andes Copper Mining Company. The construction of the works pro ided by the concession to be constructed as a condition thereof has been completed within the time ixed by the original and subsequent concessions. 3. Grant from the Republic of Chile to Potrerillos Railway Company of permiss on to erect high tension line from proposed electric power station in "El Barquito" Bay to Potrtjrillos mines, This concession was transferred to Andes Copper Mining Company and is for a pe of sixty years from April 30, 1931, but will automatically lapse on the termination ot change of the busi- ness of Andes Copper Mining Company. 4. Permit from the Republic of Chile tp deposit imported merchandise for Potr rillos mines in the warehouse at Barquito. 5. Concessions from the Republic of Chile permitting installation of buoys, moori gs and slip ways in Barquito Bay at an annual rental of 9,720 pesos. POTRERILLOS RAILWAY COMPANY 1. Authorization from the Treasury Department of the Republic of Chile to est blish branch offices and agents in Chile, subject to the condition that the acts and obligations of th corporation effected or incurred in Chile shall be subject to the laws of that Republic and that it property in Chile shall be subject to the fulfillment of its obligations incurred in that country. 2. Concession from the Republic of Chile to construct and maintain an electric steam railway between the Potrerillos mines. Department of Chanaral, and a point on the State i ailway in the neighborhood of Pueblo Huudido, having a length of approximately 110 kilometers ar 1 a gauge of one meter. Concessionaire is required to establish a public freight and passenger se vice as soon as the Government so requests, the tariffs, time tables and regulations to be subject to the approval of the President of the Republic of Chile. Concessionaire is obligated to permit junct in of its line with those of other existing railways or branch lines from other industrial establishm- nts; to draw up contracts for the interchange of traffic and for the transportation of passengers ; nd goods by means of tickets and direct tariffs; and to grant to other companies the right to use the line cov ered by the concessions. Concessionaire is entitled to run its trains over the State lines, paying for the freight transported a variable toll not to exceed 50% of the tariff that may l e in force on the State railway, the State trains to be allowed to run on the concession line paying similar toll. The period of the concession is 90 years from the date when the railroad was open d for traffic, which was September 25, 1925, which date was fixed pursuant to order of Railw y Inspection 1 i 3j r> n * c T3 C *T t tSo (* t C < 03 !i c v a NONE ough of Manhattan, the City of New York, the first publication to be not less than 1 lirty days before the redemption date, at the following redemption prices (expressed in percentages of the principal sum) together with accrued interest to the date of redemption: (1) In case of the redemption of all the Debentures then outstanding: f redeemed prior to October 1, 1940, one hundred and five per cent. (105%); if redeemed on 7r after`October 1, 1940 and before October 1, 1945, one hundred and four per cent. (104%) ; if redeemed on or after October 1, 1945 and before October 1, 1946, one hundred and three p r cent. (103%) ; if redeemed on or after October l, 1946 and before October 1, 1947, one undred two and one-half per cent. (102^5%) ; if redeemed on or after October 1, 1947 and efore October 1, 1948, one hundred and two per cent. (102%); if redeemed on or after Oct >ber 1, 1948 and before October 1, 1949, one hundred and one and one-half per cent. (101)*%); and if re deemed on or after October 1, 1949 and prior to maturity, one hundred a id one per cent. (101%); (2) In case of a redemption of the Debentures in part only: at one hur dred and five per cent. (105%) less-one per cent. (1%) for each full eleven millidn dollars (311.000,000) prin cipal amount of the Debentures which (a) have been redeemed or theretof ire called or are then being called for redemption (at the option of the registrant or by opet ttion of the sink ing fund or under the provisions of Section 22 of the indenture) in accorda ice with the fore going provisions and payment duly provided for, or (b) have been deliverer by the registrant at least forty (40) days prior to the redemption date to the Trustee for canc illation (including Debentures delivered to the Trustee as part of any sinking fund payment in 1 ru of cash or sur rendered to the Trustee under said Section 22) ; provided, however, that in ase of any partial redemption of Debentures on a redemption date on or after October 1, 1945 ind prior..to matu rity, the redemption price thereof shall in no case exceed the redemption prit 5 applicable under clause (1) above to the redemption on such date of all the Debentures outs mding. (c) Outline briefly the terms of any conversion or voting right*. None. (d) State whether secured by any lien, tb# bind thereof, and briefly 1 escribe the prop erty subjected to such lien. Not secured by any lien. (e) State the priority a* security of the issue registered and briefy state *11 exist- ing indebtedness secured by lien* on the property securing the issue rregistered, ranking prior to or pari passu with the Ben* securing the issue registered, and th kind of any such prior or pari paseu lien*. . No security^-; _ -O v ^ (f) If give the plan of serial maturities. Not seriaL - " (g) If additional securities of the same issue may be Issued under th respective indenture, state the amount thereof and outline briefly the conditions on whicl such issue can be made. Additional securities of the same issue may not be issued. (h) State the amount of other securities which may be issued, and i issued, will as to security rank ahead of, or pari passa with, the issue described. The amount of other securities which may be issued is not limited, but as more fully set forth in Section 18 of the Indenture, to which reference is hereby made, the registrant covenants in par- agraph A thereof that, except as expressly therein permitted, it will not at any ime either mortgage or pledge any of its property or assets now owned or hereafter acquired, witthhe ut thereby expressly securing the due and punctual payment of the principal and interest of the Debentures equally and ratably with any and all other obligations and indebtedness secured such mortgage or pledge; and the registrant covenants that if and when it shall create an) such mortgage or pledge the Debentures will be so secured thereby; and in paragraph B o said Section that, except as therein expressly permitted, it will not permit any subsidiary to rhich said covenant applies as provided in paragraph C of Section 19 referred to below, while it mtmues a subsidiary, 31 to mortgage or pledge any of its property or assets now owned orlhereafter acquired, unless (a) the registrant and/or another subsidiary or subsidiaries shall forthwith acquire all the obligations and indebtedness secured thereby, and (b) so long as the foregoing covenant remains applicable under paragraph C of said Section 19 to the subsidiary which created such mortgage or pledge, the obligations or indebtedness secured thereby shall continue to be held by the registrant and/or an other subsidiary or subsidiaries free and clear from any pledge, lienlor charge, except as permitted by said paragraph A or paragraph B of said Section 18. Said Section 18 provides in paragraph C thereof that nothing cc itained in said Section shall be construed to apply to or prevent: (1) the purchase of additional property or other assets b the registrant, or by any sub sidiary to which the covenants of said paragraph B of said ion 18 apply, subject to any mortgage, pledge or lien existing thereon, or subject to a purch. money mortgage, pledge or lien created thereon in connection with the acquisition of any jch property or assets, or the creation of a mortgage, pledge or lien on property or othe assets hereafter acquired to secure, pay or provide funds for the payment of the purchasi price thereof; provided, how ever, that the aggregate principal amount of indebtedness secured by any such mortgage, pledge or lien shall not exceed 73% of the actual cost (including therein the amount of such indebt edness) to the registrant or to such subsidiary of the property Ir assets subject to such mort gage, pledge or lien; and provided further that the provisions forth in this clause (1) apply only to a purchase from a seller other than a subsidiary or registrant, the provisious"bf said paragraph B however to apply to the creation of a mortgag. or pledge by a subsidiary (to which the covenants in said paragraph B apply) in connection jth a purchase of property by it from any other subsidiary or from the registrant; (2) the pledge by the registrant, or by any subsidiary td which the covenants of para graph B of said Section 18 apply, of metals or products thereof, bills of lading, warehouse receipts, or other evidences of ownership of such metals or (products, as security for its indebtedness or obligations which mature not later than one year after the date of the creation thereof or as security for renewals or successive renewals of any such indebtedness, or obligations for not more than one year at any one time; or (3) the creation of a mortgage or pledge for the sole puriose of renewing or refunding (a) as to the registrant or any subsidiary to which the covenants of paragraph B of said Section 18 apply, a then existing mortgage, pledge or lien referred to in clause (1) above or this Gause (3) or (b) as to a subsidiary becoming such after (he date thereof, a mortgage, pledge or other lien on property or assets of such subsidiary, unsecured bonds, notes or other funded indebtedness of such subsidiary existing at the e it became a subsidiary; provided in any case that the principal amount of the indebt i secured by such mortgage or pledge shall not exceed the principal amount of the indebt 3 secured by the mortgage, pledge or lien outstanding, o t the principal amount of the t red bonds, notes or other funded indebtedness outstanding (to be refunded) at the time such ienewal or refunding, and such renewal or refunding mortgage, pledge or lien be limited in lien to the same property or assets that secured the mortgage, pledge or Ii renewed or refunded, or in the re'** of the renewal or refunding of funded indebtedness of a subsidiary, to the property and assets of such subsidiary. The terra "assets" as used in said Section 18 is defined to inclfcd e, without limitation, shares of stock (including voting trust certificates therefor) or other secui ties of any subsidiary or any other corporation. In and by Section 19 of the Indenture, the registrant covenant in paragraph A thereof that except as thereinafter expressly permitted, it will not permit any sub idiary to which this covenant applies as provided in paragraph C of said Section 19 to create any f nded indebtedness unless (a) the registrant and/or ..another subsidiary or subsidiaries shall forthwit i acquire all the bonds, notes or other obligations evidencing the same, and (b) so long as the fore oing covenant remains applicable under paragraph C of Section 19 to the subsidiary which creat I such funded indebtedness, the bonds, notes or other obligations evidencing the same shall cont .ue to be held by the registrant and/or another subsidiary or subsidiaries free and dear fron any pledge, lien or charge, except as permitted by Section 18. The words "funded indebtednes ' as used in said Section 19 and in Section 18 are defined to mean any unsecured indebtedness wh :h by its terms matures more than one year after the date of the creation thereof. It is further 5 rovided that nothing in said 32 Section 19 contained shall be construed to apply to or to prevent (a) the creation of indebtedness foT any of the purposes set forth in clauses (1) or (3) of paragraph of said Section 18 referred to above; (b) the creation of funded indebtedness for the purpos of paying, securing or providing funds for the payment of not more than 75% of the actual cc st (including therein the amount of such indebtedness) to such subsidiary of real estate, mines, rr ning properties, min ing claims, leases, plants and buildings, or the purchase price ot all or si bstantially all of the assets of another corporation or corporations, or of additional shares of stock including voting trust certificates therefor) or other securities of any subsidiary or of any other :orporation, but this clause (b) shall apply only to a purchase from a seller other than a subsidiary or the registrant, the provisions set forth in the first sentence of this paragraph however to apply to he creation of funded indebtedness by a subsidiary (to which the covenant set forth in such first seiJtence applies) in connection with a purchase of property by it from any other subsidiary or fro n the registrant; (c) the creation of funded indebtedness (to be issued to the vendor) in the pi rchase of machinery, equipment, ores, metals, materials and supplies, including any extensions or re lewals of such indebtedness; or (d) the creation of funded indebtedness to refund or replace any >f the following: (I) as to a subsidiary becoming such after the date of the Indenture, any funded indebtedness existing at the time it became a subsidiary, or (2) as to any subsidiary, any funded indebtedness created under the provisions as set forth in this subdivision (d) or the preceding sub ivisions (a) or (b) ; provided in any case that the principal amount of any funded indebtedness o sated under said sub division (d) shall not exceed the principal amount of the funded indebtedTM a to be refunded or replaced. In and by paragraph B of said Section 19 it is provided that the reg strant covenants that except as thereinafter expressly permitted it will not permit any subsidiary t which this covenant applies as provided in paragraph C of said Section 19, to issue any pr ferred or preference stock (preferred as to assets and dividends or either), unless (a) the regi; rant and/or another subsidiary or subsidiaries shall forthwith acquire ail such preferred or preft -ence stock, and (b) so long as the foregoing.covenant remains applicable under paragraph C < Section 19 to the subsidiary which issued such preferred or preference stock, such preferred or >reference stock shall continue to be held by the registrant and/or another subsidiary or subsidiary > free and dear from any pledge, lien or charge, except as permitted by Section 18. It is providec that nothing in said paragraph B contained shall be construed to apply to or prevent the issuance of preferred or preference stock (1) for the purpose of paying, securing or providing funds foi the payment of not more than 75% of the purchase price of real estate, mines, mining properties, tuning claims, leases, plants and buildings, or the purchase price of all or substantially all the asset of another corporatioa or corporations, or of additional shares of stock (including voting trust certifkates therefor) or other securities of any subsidiary or of any other corporation, but this sen :nce shall apply only to a purchase from a seller other than a subsidiary or the registrant, the prov si ons set forth in the first sentence of this paragraph however, to apply to the issuance of preferre I or preference stock by a subsidiary (to which the covenant set forth in such first sentence applie in connection with a purchase of property by it or from any other subsidiary or from the regis ant; provided, however, that such preferred or preference stock shall only be issued to the exten that such 75% shall not have been paid, secured or provided for as permitted in subdivision (1 of paragraph C of Section 18 or in subdivision (b) of paragraph A of Section 19; or (2) for the purpose of providing funds to retire any indebtedness secured by any mortgage, pledge or li n referred to in sub divisions (l) and (3) of paragraph C of Section 18, o t any indebtedness referred to in subdivisions (a), (b) or (d) of paragraph A of Section 19. In and by paragraph C of said Section 19, it is provided that the co e' nants contained in paragraph B of said Section 18 (subject to the provisions of paragraph C >f said Section) and in paragraphs A and B of said Section 19 (subject to the provisions therein < ontained) shall apply only to The American Brass Company, International Smelting and Refining Company, Anaconda Sales Company, and to any other corporation not at the date of the Inden Lire a subsidiary and of which the registrant owns at the date of the Indenture at least 65% of th< capital stock entitled generally to vote for directors (not including any stock entitled so to vot only upon the happetting of some contingency) as and when such other corporation becomes subsidiary, but shall continue to apply to each such corporation only while such corporation remains a subsidiary or while the registrant owns respectively at least a majority of the capital stock enti led generally to vote for directors (not including any stock entitled so to vote only upon the happ ning of some contingency) of such corporation a subsidiary at the date of the Indenture or bee iming such as above provided. Said covenants shall not apply to any other subsidiary. In case ny other corporation 33 which, is or becomes a subsidiary acquires all or substantially all the assets of any Corporation to which said covenants at the time apply, then such covenants shall apply to the corp >ration which so acquires said assets, but only for the period during which such acquiring corpot ttion remains a subsidiary or while the registrant continues to hokl at least a majority of the out Ending stock entitled to vote as aforesaid of said acquiring corporation. (i) If substitution of any property securing the issue is permitted, outli briefly the principal provisions permitting such substitution, and state whether or not ny notice is required in connection with any such substitution. The issue is not to be secured. (j) If the obligation to pay interest is made dependent upon earnings or )ther special conditions, outline briefly the provisions applicable thereto. The obligation to pay interest is not dependent upon earnings or any other specia conditions. (k) Name the Trustee and state whether the Trustee has had a regular cour ie of dealings with the registrant during the past five years. If so, state briefly the nature o such course of dealings. Guaranty Trust Company of New York. Continuous banking relations have been maintained by said Trust Company for th last five years with registrant and the following subsidiaries: The American Brass Company, P naconda Sales Company, Anaconda Wire and Cable Company, Andes Copper Mining Company, Chi! Copper Coinpany, Chile Exploration Company, Chile Steamship Company Incorporated, and C opper Export Association, Inc Relationship has included deposit and checking accounts, foreign c Elections, purchase and sale of foreign currencies, import and export letters of credit, and loan , secured and unsecured. The borrowing relations with the Trust Company have been had with the registrant and the following subsidiaries, whose indebtedness at the date of filing of this registrati< n statement is for the following principal amounts: registrant $20,428,120, Andes Copper Mil ing Company $2,500,000, The American Brass Company $1,500,000. This is exclusive of small am turns of traveler's letters of credit and foreign collection and exchange transactions which vary frt m day to day. Chile Exploration Company has borrowed on an acceptance basis from said Trust Company and Copper Export Association, Inc, has used a revolving credit with it for the purcbds and sale of foreign exchange. Guaranty Trust Company of New York is Trustee under the Ind nture dated as of January 1, 1927 securing the 20-Year 5% Gold Debentures of Chile Copper Cot pany and also Trustee under Jbe First Mortgage of Butte, Anaconda & Pacific Railway Company s>.Amring an issue of its 30-YAr JJi Sinking Fund Gold Bonds dated as of February 1, 1914. vaf. (1) StijK'the names of all directors and officers of the Trustee who are < Iso either (1) directors or officers of the registrant; or (2) directors, officers or partners of any principal underwriter of the securities being registered. Cornelius F. Kelley, President and a director of the registrant, is a director of tl : Trustee. (m) Outline briefly what rights, if any, are given the Trustee or the fiscal i jent to engage in other transactions with the registrant or to engage in other dealings in regard to the securities registered. The Indenture does not contain any restrictions of the rights of the Trustee 0 fiscal agent to engage in other transactions with the registrant, or to engage in any other dealings with respect to the securities registered. As is more fully set forth in Section 39 of the Indenture, to which reterence is hereby made, the Trustee may purchase, acquire, hold, own and deal in any ol the Debentures and may engage in or be interested in any financial or other transaction with the r< gistrant or any corporation in which the registrant may be interested, and may act as depositary, rustee, transfer agent, registrar or agent for the registrant or for any committee or other body in respect of any Debentures, bonds, notes, stock or other securities of the registrant, whether or not issued pursuant to the Indenture. copy thereof to the registered holders of Debentures, registered as to j rincipal at their last address appearing on the registry books; but failure to mail any such notice or any defect therein shall not affect the validity of the proceedings for obtaining consents to the ex tion and delivery of such supplemental indenture. Such notice shall briefly set forth the natui r of such proposed supplemental indenture and shall state that a copy thereof is on file at the pi ncipal office of the Trustee in the Borough of Manhattan, The City of New York, New York, ffcr inspection by all holders of Debentures. Whenever at any time within one year from the date of the first p blication of said notice, the registrant shall deliver to the Trustee an instrument or instruments ex cuted by the holders of at least seventy-five per cent. (75%) in aggregate principal amount of the lebentures then outstanding (not including in any case any Debentures which may then be held or wned by or for the account of the registrant or any subsidiary of the registrant) which instrument instruments shall refer to the proposed supplemental indenture described in said notice and shal specifically consent to and approve the execution thereof in substantially the form of the copy ther of on file with the Trustee, thereupon, but not otherwise, the Trustee shall execute the 3id suppler ental indenture in substan- tialiy the said form without liability or responsibility to any holder of ny Debenture, whether or not such holder shall have consented thereto. If the holders of at least seventy-five per cent: (75%) in aggregate principal amount of the Debentures outstanding at the time of execution of any such supplemen il indenture (not including, in any case any Debentures which may then have been held or owned 1 t or for the account of the registrant or any subsidiary of the registrant) or the predecessors in t tie of such holders, shall have consented to and approved the execution thereof, as therein provk ed, no holder of any such Debenture, whether or not such holder shall have consented to or shall have revoked' any consent as in this Article provided, shall have any right or interest to object to he execution of such supplementai indenture or to object to any of the terms or provisions thereAt contained or to the operation thereof, or to enjoin or restrain the Trustee or the registrant fr m executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture the Indentt r e shall be and be deemed to be modified and amended in accordance with such supplemental int ;nture and the respective rights, duties and obligations under the Indenture of the registrant, the rustee and all holders of outstanding Debentures shall thereafter be determined, exercised and er forced thereunder subject in all respects to such modifications and amendments. Facts relating to the ownership of the Debentures shall be establis led to the satisfaction of the Trustee, and the decision of the Trustee as to the ownership thereof shall be final, binding and conclusive insofar as such tacts shall relate to the execution of a supp rraental indenture as pro vided for in the Indenture. The Trustee may conclusively rely upon certificate signed by the President or a Vice-President, or the Treasurer or Assistant Treasurer f the registrant as to the amount of any Debentures at the time held or owned by oi for the ac ount of the registrant or any subsidiary of the registrant and as to none of such Debentures being unong the Debentures the holders of which have consented to, as provided in the Indenture, the :ecution of any such supplementai indenture. Any consent given by the holder of a Debenture pursuant to the provisions of the Indenture with respect to supplemental indentures shall be irrevocable for a perioc of six months from the date of the first publication of the notice provided for in the Indenture nd shall be conclusive and binding upon all future holders of the same debenture during such perk i Such consent may be revoked at any time after six months from the date of the first publicat on of such notice by the holder who gave such consent or by his successor in title, by filing notier with the Trustee in form satisfactory to it of such revocation of consent, but such revocation sha not be effective if the holders of seventy-five per cent. (75%) in aggregate principal amount of tf Debentures, as provided in the Indenture, have prior to the attempted revocation consented to an- approved the supplemental indenture referred to in such revocation. (p) The following is a summary of certain other provisions of tb indenture: As is more fully set forth in Section 20 of the Indenture, the registr nt further covenants that it will not declare or pay any dividend (other than dividends payable in hares of capital stock of the registrant) or authorized or make any distribution, either in cash or property, to the holders of any shares of its capital stock of any class, unless at the time of the de laratiorf or authorization of such dividend or distribution the consolidated net current assets (as thereinafter in said Sec- 36 tion defined) of the registrant and its subsidiaries, as shown by the last co lidated balance sheet of the registrant and its subsidiaries filed with the Trustee previous to such de ] aration or authorization, after deducting from such consolidated net current assets the amount of s <h proposed dividend or distribution and any other dividend or distribution declared or author zed on said shares subsequent to the date of said consolidated balance sheet, equal or exceed (a) fifty million dollars ($50,000,000) or (b) one and one-half (1 y2) times the aggregate princijal amount of the Debentures outstanding at the time of the proposed declaration or authorizatic i whichever amount is less. The term "consolidated net current assets'' is defined in said Indentu to mean the excess of current assets as in said Section 20 defined, of the registrant and the cor orations which are sub sidiaries at the date of said consolidated balance sheet, above the current liabilities as therein defined of the registrant and said subsidiaries (eliminating intercompany items). The term "current assets" is defined in said Indenture to mean (1) Cash on hand and in banks, and call loans secured by pledge of securities listed on the New York Stock Exchange; (2) Readily marketable securities, including shares of stock, takeji at their current market value, excepting, however, shares of stock of the registrant and of anj corporation of which in the aggregate more than a majority of the capital stock entitled gener lly to vote for directors (not including any stock entitled so to vote only upon the happening o some contingency) shall at the date of such balance sheet be owned (a) by the registrant, or ( >) by any corporation or corporations 75% in amount of the capital stock (entitled to vote f( r directors as above set forth) of which is owned at such time by the registrant, or (c) by the registrant and any corporation or corporations mentioned in (b) ; provided, however, that no shares of stock of Inspiration Consolidated Copper Company shall be included as readily marketable securities for the purposes hereof; (3) Good and collectible accounts, trade acceptances, bills and r jtes receivable, and any other items, due on demand or maturing not more than one year subsi )uent to the date of such consolidated balance sheet; (4) Inventories of supplies of every nature, wherever located. taklm at cost; (5) Inventories of merchandise held for sale; coal and lumber; s mined or purchased; metals and materials in process, finished or fabricated; and all other r ufactured products; all of which shall be taken at actual cost or market value, whichever be lo , except normal inventones (t.e.; fixed inventories which are continuously required in the usiness), which may be taken at the valuation at which they were included in the last previously certified balance sheet, but not at prices higher than prevailing market at the date of the consblidated balance sheet in which such inventories are set forth; and (6) Sach other assets as may be properly included as "current" in accordance with accepted accounting^practice. The term "current liabilities" is defined in said Indenture to mean and include salaries and wages payable; accrued interest, taxes, rents, royalties, insurance premiums and other accrued liabili- ties; the following liabilities and indebtedness if maturing within one year { the date of the respecttve consolidated balance sheet or overdue, i.e.: accounts, notes, trade acc* >tances and bills payable, loans from banks and brokers; and such other liabilities as shall be proper y included as "current" in accordance with accepted accounting practice; provided, however, that tl sre shall not be included in current liabilities at any time, whether or not maturing within one year f the date of the respective consolidated balance sheet, bonds, notes or other indebtedness, indudujg tbe Debentures, which were issued or incurred more than one year before the date on which the rindpal thereof by their terms becomes due nor any sinking fund payments to be made under the tt rms of said bonds, notes or other indebtedness or the indenture or other agreement under which the ame were issued. The amount of the consolidated net current assets before referred to it said. Section 20, for the purpose of determining whether any dividend or distribution of the registrar : comes within the terms and provisions of said Section 20 shall be determined by the last consolida ed balance sheet of the registrant and its subsidiaries filed with the Trustee previous to the declar tion or authorization of the respective dividend or distribution. Notwithstanding anything in the Indenture contained to the contrary, such consolidated balance sheet as so filed for the purposes of said Section 20, shall be conclusive with respect to the amount of such consolidated net current except that readily O 37 marketable securities referred to in subparagraph (2) above shall market value. included at their current For the purposes of said Section 20 the consolidated balance shee as of June 30, 1935 of the registrant and its subsidiaries, as set forth in this registration stacemes t with adjustments ol such consolidated balance sheet to give effect as of June 30, 1935, to the iss e and sale of the Debentures and the application of the proceeds of sale, shall promptly be filed wih the Trustee and shall be considered the last consolidated balance sheet so filed until the registra t files or is obligated to file a later consolidated balance sheet as provided in the Indenture. Notwithstanding anything in the Indenture to the contrary, if a1 or prior to the date of any consolidated balance sheet used for the purpose of said Section 20 any i >rporation which at the date of the Indenture was a subsidiary shall have ceased to be a subsid: try by reason of its merger or consolidation with one or more other corporations, or by reason )f its issuance of additional shares of stock for fixed or other assets, or by reason of the sale in t hole or in part of its shares held by the registrant and/or any other subsidiary, then the amounts of consolidated net current assets provided for by clauses (a) and (b) of the first paragraph of thi subdivision (p) shall there' upon and thereafter be reduced respectively in the same proportion as he consolidated net current assets of the registrant and its subsidiaries as set forth in the consolidat d balance sheet of the registrant and its subsidiaries as of June 30, 1935 (to be filed with the Trui ee as provided in said Section 20 and as adjusted as therein provided) are reduced by excluding as of such date from such consolidated balance sheet each of such subsidiaries which ceased in th : manner hereinbefore prvided to continue a subsidiary and by making the necessary changes In the consolidated current assets and current liabilities included therein in accordance with good act Hunting practice on account of such exclusion. The registrant, with each consolidated balance sheet filed with the Trustee, shall also file a statement setting forth the names of each corporation which t the date of the Indenture was a subsidiary and which ceased to be such at the date of such baianct sheet, and also shall show therein the amount of the current assets and current liabilities at June 3 1935 of each corporation which so ceased to be a subsidiary. Such statement shall also include t e said consolidated balance sheet of the registrant and its subsidiaries as of June 30, 1935, after m king the exclusions above set forth. Such statement shall also set forth the computation above pr >vided showing the result ing amount of the reduction to be made in the amount of consolidated n t- current assets provided for by said clause (a) and the percentage of reduction to be made in t ie amount of consolidated net current assets provided for by said clause (b). Such statement shall be certified by the Treasurer or a Vice-President of the registrant. The provisions of i ie Indenture referred to in this paragraph shall not be applicable to or upon the merger o consolidation of a sub sidiary into or with another corporation then or as a part of such merger or consolidation proceedings becoming a subsidiary (referred to as the resulting subsidiar ) ; but shall be applicable as provided if the resulting subsidiary shall thereafter cease to be i \ ibsidiary in the manner specified first above in this paragraph, i.e.; (1) if the resulting subrid ary became a subsidiary after the date of the Indenture, then upon its so ceasing to be a subsi iary the amounts of con solidated net current assets provided for by clauses (a) and (b) of ti first paragraph of this subdivision (p) shall be reduced to the same extent as the same won i have been reduced had the subsidiary or subsidiaries so merged or consolidated into or with tf * resulting subsidiary not been so merged or consolidated but had ceased to continue a subsidia y or subsidiaries in the manner specified first above in this paragraph; and (2) if the results g subsidiary was a sub sidiary at the date of the Indenture, then upon its so ceasing to be a subsidiary, the amounts of consolidated net current assets provided for by clauses (a) and (b) of he first paragraph of this subdivision (p) shall be reduced to the same extent as the same would have been reduced had such subsidiary not been merged or consolidated into or with another subsidiary or subsidiaries, and the latter subsidiary or subsidiaries and the resulting subsidiary had ceased to continue such in the manner specified first above in this paragraph. The Indenture provides that the registrant shall file with the Trustee ot later than five months after the expiration of,each of its fiscal years (unless prevented by war o governmental interference. in which event the consolidated income statement and balance sheet h rein mentioned shall be filed as promptly as possible), a consolidated income statement of the regis rant and its subsidiaries for such fiscal vear and a consolidated balance sheet of the registrant as of t ie last day of such fiscal year on a consolidated basis, all as more fully set forth in the Indenture. It addition, the Indenture provides that the registrant may file with the Trustee at any time a co: solidated balance sheet of the registrant and its subsidiaries as of the close of any calendar t lonth, not certified by public accountants, but certified to by the Treasurer or a Vice-Preside t of the registrant. 38 .From any consolidated balance sheet and other financial statements file i with the Trustee pursuant to the terms of the Indenture, the registrant may omit the accounts o any subsidiary or subsidiaries which are not included in the consolidated financial statements ublished in the annual report of the registrant to its stockholders for the period in question or for ny preceding period of twelve months if the total investment of the registrant and its subsidiaries as shown by their respective books, in the subsidiary or subsidiaries the accounts of which : so omitted, does not exceed three per cent. (3%) of the gross book value of the assets of th< registrant and its subsidiaries (the accounts of which are included in such consolidated balan e sheet) as shown by such consolidated balance sheet. In Section 22 of the Indenture the registrant covenants that, in case tlJ: registrant or any sub sidiary, during any calendar year beginning on or after January 1, 1935, sha: make a sale or sales of any part of its real estate or plants, or the shares of stock of any other ubsidiary, or any secu- rities described in (b) below which were received on or after January 1935 by the registrant or any subsidiary (while a subsidiary) in exchange or as consideration for the sale or transfer of any property thereinabove in said Section described, for consideration uding consideration of the character referred to in clause (a) or (b) below) aggregating in exc ss of $5,000,000, then, within twenty-four months after receipt of such consideration in excess of 5,000,000 the amount of such excess consideration, but only such excess (hereina'fter referred to as access consideration) or an equivalent amount shall be reinvested or applied by the registrant or a : lbsidiary or subsidiaries to one or more of the following purposes, i.e.: (a) The acquisition by purchase, construction or in any other mat net of real estate, plants, machinery, equipment, improvements, betterments or extensions; (b) The acquisition of shares of stock, bonds or other securiti a or indebtedness of a subsidiary or any corporation which is engaged in a business similar >r having relation to any activity of the registrant or any of its subsidiaries; or (c) The purchase and surrender to the Trustee for cancellation < f Debentures, or the deposit of funds with the Trustee for redemption thereof, excluding Del entures, redeemed by or surrendered to the Sinking Fund. The Indenture provides that these covenants with respect to the reire estment of such excess consideration shall be deemed to have been complied with to the extent of he aggregate of expenditures, subsequent to January I, 1935 and within five years prior to the receipt of such excess consideration, or within two years subsequent to such receipt made by the registrant and/or a subsidiary or subsidiaries for one or more of the purposes specified in buses (a), (b) or (c) above, excluding expenditures which theretofore shall have been deemed o have satisfied requirements of the Indenture with respect to the reinvestment of any exces consideration and also excluding expenditures made with the proceeds of securities or other oi I igations issued for such purpose to a-holder other than the registrant or a subsidiary; provided, h > wever, that expenditures so excluded and made with the proceeds of securities or obligations issuer as also all payments in the retirement'or redemption of such securities or other obligations inic rred for any such purpose, shall be included as expenditures for the purposes of this paragraph when and to the extent that such securities or obligations are retired, redeemed or paid. Sales purchases and transfers of property passing from the registrant or any subsidiary to the regi trant or any subsidiary, sales by a subsidiary of its own stock, a cancellation of shares of a subsidiary in connection with the transfer of its assets to the registrant or another subsidiary, a retirement or liquidation in whole or in part of any such shares, and an exchange of sh; res of a subsidiary for other shares, bonds or other securities of such subsidiary or of anotb< r corporation on merger, consolidation or otherwise, shall be disregarded for all purposes of sa i Section 22.' If during any calendar year any corporation shall cease to be a subsidiary, no sale s or reinvestments or expenditures by such corporation during such year or the preceding calen a r year shall be included within the provisions of said Section 22. Not later than May 1 in each year, beginning with the year 1936, the registrant shall file with the Trustee a certificate signed on ts behalf by its President or a Vice-President and its Secretary or Treasurer or General Auditot setting forth either (1) that the aggregate sales to which said Section applies, of the registrant and subsidiaries for consideration other than of the character referred to in clauses (a) or (b) tbove, were not in excess of $5,000,000. or (2) the amount of and dates of the sales creating such cess, and setting forth the amount of expenditures, if any, applied or credited against the proceed; of such sales as provided in the Indenture, and shall also file such other certificates as the Trust * may reasonably require for the purposes of Section 22 of the Indenture. It is provided that th- Trustee shall apply any 39 funds deposited with it pursuant to the provisions of such section tc the redemption of the Debentures. Said Section 22 further provides notwithstanding anythin) thercin to the contrary, that the shares of stock of a corporation which at any time was a subsi 1 iary shall, while any of such shares are held by the registrant or any other subsidiary, be deemed to be shares of a subsidiary for the purposes of said Section 22 in the event of a subsequent sa : thereof. 16. Stock, other than that to be offered: A9 to each class, other than that to be offered, set forth in inswer to Item 10A, give the title of the issue and outline briefly the following: (a) Dividend rights; (b) limitations in any indentures or < ther agreements on the payment of dividends; (c) voting rights; (d) liquidation rights; (e preemptive rights; (f) subscription rights; (g) conversion rights; (h) redemption provisio iss applicable thereto; and (i) liability for further calls. Commoft Stock of the par value of $50 per share. (a) The shares of common stock have equal rights as to dividends and participate pro rata therein. (b) None, except in the Indenture (Exhibit B-I) under which the Debentures to be offered under this registration are to be issued. For such provisions see paragraph (p) of the answer to item 15. (c) The shares of the common stock have equal voting rights, Cumulative voting at elections of Directors is provided under the Statutes of Montana and the By Laws of the registrant. (d) Each share of the common stock has equal rights on liquti Lation and participates pro rata in all distributions made after payment of debts, obligations and Hal 1 ities. (e) The shares of common stock have preemptive rights in c of the issuance for cash of additional shares of such stock or obligations convertible into such lock. (f) None. (g) None. (h) None. (i) None. 17. Stock, to be offered: As to each class set forth in answer to Item 10B, give the title of the issue and furnish the following: (a). Give the same information as required by Item 16. (1$ State whether any portion of the consideration to be received for the stock to be offer*! Ji to be credited to an account other than capital, and, f so, who is to make the allocation? If determined, state to what other account to be c edited, and the amount per share. None. 18. Guarantees: As to each class of securities of other issuers guarantee by the registrant, set forth under Item 11A or B, outline briefly the contract of guarante Butte. Anaconda & Pacific Railway Company First Mortgag Five Per Cent. Thirty r Sinking Fund Gold Bonds, due February 1, 1944, of which there were outstanding on jur1935, $1,621,000 principal amount, including $85,000 principal am cunt in treasury of regUtn::: Contract of guarantee consists of endorsement on each bond of following: "In case default in the punctual payment of the principal or of the interest >f the within bond. acc<<r ' . its tenor and effect, the Anaconda Copper Mining Company, for vplue received, agrees to pav -hr same on demand." 19. Other Securities: As to each class of securities set forth in answer .to Item 13A or B, outline briefly the rights evidenced thereby. None. 40 20. Give the zutne and address o counsel for {he registrant and fo the principal underwriters who have passed or are to pass upon the legality of the eecuritie registered hereunder. Counsel for registrant: Chadbourne, Stanchfield & Levy, 2S Broad'' ay, New York, N. Y. Counsel for Principal Underwriters: Davis Polk Wardwell Gardi Street, New York, N. Y. & Reed, IS Broad UNDERWRITING AND SALES TO OTHER SPECIAL PARTIES The information required by Items 21 through 26 is to be give i as to each class of securities registered hereunder*. 21. State whether a firm commitment to take the issue has been made and, if so, the amount received or to be received, and within what period. The several underwriters named in answer to item 22 have entered ito a contract with the registrant dated October 10, 1935, under which such underwriters have ag -ee ed, subject to the conditions specified therein, to purchase the principal amount of Debentures se forth itt answer to item 22, aggregating $55,000,000 principal amount, at 95y3% of the principa amount, plus accrued interest to date of delivery. The aggregate amount to be received by the registrant, exclusive of ac rued interest and with out deducting the expenses to be paid by the registrant in connection with t us issue, is $52,525,000. which amount it is expected the registrant will receive within fifteen days < her the effective date of this registration statement. 22. Give the respective name and address of each principal underwr ter and the respective amount underwritten. Identify all such underwriters as are affiliated w th the registrant, and state the nature of the affiliation. NlOM UacWrvTittta Blyth & Co-. Inc. Lazard Freres & Company, Incorpo rated Edward B. Smith & Co. Brown Harriman & Co., Incorpo rated The First Boston Corporation HaUgarten & Co. Hayden, Stone 4 Co. G. M.-P. Muqfiy & Co. Homblower 4r .Weeks Field, Glore Halsey, Stuart 'k Co. Lee Higginsoo Corporation Kidder, Peabody & Co. Goldman, Sachs & Co. Mellon Securities Company Cassatt & Co., Incorporated Dominick & Dominick Ladenburg, Thalmann & Co. Hemphill, Noyes & Co. White, Weld & Co. E. H. Rollins & Sons, Incorporated G. H. Walker & Co. Stone & Webster and Blodget, Incorpo rated Dean Witter & Co. Bankamerica Company Baker, Weeks & Harden Kuhn, Loeb & Co. 120 Broadway, New York, N Y. $7,500,000 15 Nassau Street, New York, f. Y. 31 Nassau Street, New York, L Y. 5.000.000 5.000.000 63 Wall Street, New York. N. Y. 100 Broadway, New York, N Y. 44 Pine Street, New York, N Y. 25 Broad Street, New York, I1 . Y. 52 Broadway, New York, N. f. 40 Wall Street, New York, N. Y. 38 Wall Street, New York, N. Y. 201 South La Salle Street, Chk igo, 111 37 Broad Street, New York, N Y. 17 Wall Street, New York, N. Y. 30 Pine Street. New York, N. Y. 514 Smithfield Street, Pittsbur h, Pa. 40 Wail Street, New York, N Y. 115 Broadway, New York, N Y. 25 Broad Street, New York. N Y. 15 Broad Street, New York, N Y. 40 Wall Street. New York, N Y. 44 Wall Street, New York, N. Y. Broadway and Locust Street, St. Louis, Mo. 90 Broad Street, New York, N Y. 4.000.000 4,000,000 4.000.000 2.500.000 2.500.000 2.500.000 . .2 000 000 ,2 000,000 1.500.000 1.500.000 1.500.000 1,000,000 1,000,000 1,000,000 500.000 500.000 500.000 500.000 500.000 500.000 486 California Street, San Francisco, Calif. 485 California Street, San Francisco, Calif. 52 Wall Street, New York, N. Y. 52 William Street, New York, 4, Y. 500,000 500,000 500,000 2,000,000 41 None of the above underwriters directly or indirectly controls is controlled by. or is under common control with, the registrant. Mr. Charles E. Mitchell, who is an officer of Blyth 8c Co., Ir : , an underwriter, resigned on August 26, 1935 as a Director of registrant and also of all subsidia ies of which he was a director. Messrs. Andrew J. Miller, a member of the firm of Hallgarten i Co., an underwriter, and Grayson M.-P. Murphy, a member of the firm of G. M.-P. Murphy & C< , an underwriter, are Directors of registrant and certain subsidiaries. Mr. G. H. Walker, of G. H. Walker & Co., is a director of Siljsian Holding Company referred to in answer to item 4(a). For a statement of registrant's securities owned of record or beneficially by the above underwriters see answer to item 34. 23. Outline briefly the material provisions of each underwriti ig contract with a principal underwriter, and each contract made by the registrant or an affiliat thereof agreeing not to sell securities of the same class as those registered during the period < f distribution. The following summary does not purport to be a complete tatement of the terms of the underwriting contract, and is subject to all the provisions of sue contract, a copy of which is filed as Exhibit F to this registration statement, to which cootr ct reference is hereby made for full and detailed information with respect thereto. The underwriting contract between registrant and underwrit rs, dated October 10, 1935, provides that, subject to the terms and conditions and upon the ^presentations and warranties therein set forth, the underwriters severally agree to purchase, in the respective amounts stated therein, and the registrant agrees to sell $55,000,000 principal amot nt of the 4yifo Sinking Fund . Debentures of the registrant, at the price set forth in answer to her 21. The several underwriters agree to offer to the public their respective portions of the Deben ures (except such as may be sold by them to a selling group) not later than ten days after tf- : effective date of this registration statement, unless such time be extended by mutual agreen ent. Delivery of the Debentures and payment therefor is to be made not later than five b siness days after the public offering date. The registrant agrees that the net proceeds from the sale of tl : Debentures (after deducting the expenses in connection. with the issue and sale thereof) will >e applied to the payment of notes payable by the registrant and to advances to two subsidiaries of the registrant to be used by them to discharge notes payable by such subsidiaries, interest be paid out of other funds, the registrant representing that by such application or use of oth r funds all hank loans of the registrant and its subsidiaries whose accounts are included in tl|e consolidated balance sheet outstanding on the closing date will be paid and discharged. The..registrant makes certain warranties with respect to its finai rial condition and the correct ness of the registration statement and the prospectus. The registrant agrees to indemnify each of such underwriters ; gainst losses, claims, damages or liabilities under the Securities Act of 1933 or common law insofar as the same are based on any actual or alleged untrue statement of a material fact contained in the registration statement or the prospectus, or actual or alleged omission, to state therein a material fact required to be stated therein, or necessary to make the statements therein not mis! ading, unless such statement or omission was made in reliance upon information furnished on betalf of any underwriter; and each such underwriter agrees to indemnify the registrant against uch liability with respect to statements or omissions made in reliance upon information funds! ed by such underwriter. The obligations of the underwriters are subject to the followi ,g conditions-, (a) that this registration statement shall become effective on or before October 15, 1935, and no stop order suspending the effectiveness thereof shall have become effective on or before said date and continue in effect on the closing date, and no proceedings for that pit rpose shall have been taken prior to the closing date which on such date shall have been undisrr ssed or undisposed' of by the Securities and Exchange Commission; (b) that the form and valir ty and due authorization of the Debentures, Indenture, corporate proceedings, registration stat ment, prospectus and other related matters shall have been approved by counsel for the register U and counsel for the under writers; (c) that underwriters who have agreed to purchase in the aggregate not less than 50% of the aforesaid $55,000,000 principal amount of Debentures may. in their discretion, terminate  such agreement by notice to the registrant without any liability on the part of tl i underwriters to the registrant if, prior to the public offering date, in the'case of subdivisions (1) and (2) hereinafter set forth, or on or before the dosing date in the case of subdivision 3) hereinafter set forth, any of the following events occur: (1) any substantial change in the financial position of the registrant or in the existing political,, economic or market conditions shall have taken place, which, in the judgment of a majority in interest of the underwriters, renders it impracticable to offer th< Debentures at the price and in the manner therein provided, or (2) the registrant shall have sustained a substantial loss on account of fin flood, accident or other calamity, which, in the judgment of a majority in interest of tie underwriters, renders it impracticable to offer the Debentures at the price and in the m; er therein provided, or (3) any of the conditions enumerated in clauses (a) or (b) above have n it been satisfied, If one or more of the underwriters shall default in their purchase of Debentures um ier the contract, and the other underwriters shall not purchase the Debentures which such defaul t ig underwriters agreed to purchase within twenty-four hours after notice of such default, then th< registrant shall have the right for an additional twenty-four hours to arrange with other underwri ers for the purchase of Debentures not purchased by such defaulting underwriter, and if neither he underwriters nor the registrant make, arrangements within the period stated for the purchase f Debentures of such defaulting underwriters the agreement shall terminate. The registrant ma> refuse to make delivery of the Debentures unless the total amount thereof is taken up and paid for. The registrant agrees to pay all costs and expenses of itself and of its , m connection with the issuance and delivery of the Debentures qualifying the Debentures und securities laws, listing the Debentures on the New York Stock Exchange and registering the I ebentures under the Securities Act of 1933, and the Secnrities Exchange Act of 1934, and ishing copies of the prospectus, all as more specifically set forth in the underwriting contract. Th registrant is not required to pay or bear any of the underwriters' advertising, legal or other ex eases unless the agreement is terminated by reason of a failure or refusal of registrant to compl with the terms of the agreement, in which event registrant agrees to reimburse the underwriters everally for their out-of-pocket expenses reasonably incurred by the underwriters in preparing to m ke a public offer- mg and sale, provided that the registrant shall not be required to make such reirlibursement if the cancellation is made pursuant to subdivisions (1) and (2) above, or by reason of the default of any underwriter, as set forth in the previous paragraph. There is no contract by the registrant or an affiliate thereof agreeing not U sell securities of the same class as those registered during the period of distribution. 24. Give the information required by tb following table (estimate, if ne esaary). FrfcataPoUb IMnrkki Dhcmata w Ci i nI tin fiiinliVbiMmt $54,175,000 98& $1,650,000 3 $52,525,000 95# 25. State briefly the discounts or commissions to be received by tubunden Titers or dealers. The registrant has been advised by the underwriters that they contemplat i forming a selling group, to which selling grohp a portion of the Debentures will be offered at he public offering price, less a discount of ll/s% of the principal amount; that out of the selling g oup discount mem- bers of the selling group may allow a concession of not in excess of (1 to banks, private banking firms and trust companies, if advice is given that such purchases are nt ade upon the order and for the account of customers, and the concession will be retained and not: Jallowed to the cus- tomer in whole or in part, and (2) to investment dealers, and that the sever: l underwriters may allow similar concessions on similar sales; that prior to termination of th1 selling group the members thereof may not purchase from or sell to each other Debentures at a rice lower than the public offering price, less the concession of yi.% above mentioned, unless the mi oager of the selling group shall otherwise advise; that such underwriters have agreed during the lift of the selling group te. :< 43 to be governed by the terms and conditions applicable to members tf ireof; and that the underwriters do not intend to offer any other concession, commission or variatiot in price, except as the public offering price may vary after the original public offering by reason f changes in market conditions. 26. List the persons or classes of persons (other than the urt erwriters aa such) to whom securities of any class registered hereunder have been or are to be sold for a consideration varying from that at which the securities are to be sold to the ge r sral public, naming 6uch persons or specifying each class, and stating the consideration to be j Lven by each. None, except as stated in answer to item 25. are known to reg istrant PROCEEDS AND THE APPLICATION T 1EREOP The information required by Items 27, 28 and 29 is to be g ven with respect to proceeds to be received, or received within one year, by the registrant I om the sale of the securities registered: 27. (a) Total proceeds (estimated, if necessary) after deduc ion of under writing discounts or commissions, but before deduction of other exp uses........................ $52,525,000 It is expected that registrant will receive the proceeds of the Us ie within fifteen days after the effective date of this registration statement. (b) A reasonably itemized statement o! other expenses of )the registrant in connection with the sale of the securities. Estimated expenses payable by the registrant in connection with the issue of the Debentures are as follows: Registration fee ...................................................................................... U. S. documentary tax on Debentures......................................... Printing of registration statement, prospectus, exhibits and oth r documents, and printing and engraving of temporary and definitive Debent res .. ...................... Charges of Trustee............................................................................... Fees of counsel for the registrant....,.................................... Fees of accountants for the registrant......................................... Expenses incidental to listing on New York Stock Exchange, Miscellaneous expenses and out-of-pocket payments made or to made by regis- tcaot ...................................................................................................... 5.500 55.000 56.000 43.000 60.000 35.000 7.500 38.000 Total $ 300.000 (c) Net proceeds after deducting expenses itemized under (b).......................... $52,225,000 28. Furnish a reasonably itemized statement of the approxim te amount devoted to each purpose, so far as determinable, for which the net proceeds have be rn or are to be used. The net proceeds from the sale of the Debentures (after deduc ng estimated expenses ni (he registrant in connection with the issue and sale, and exclusive of act -ued interest), will be applied forthwith as follows: $52,225,000 to the payment of $41,225,000 prii dpal amount of notes of the registrant payable to banks, and to advances of $6,000,000 to The $5,000,000 to Andes Copper Mining Company, for the discharge by 1 icm of notes payable to banks The banks holding said notes payable are Guaranty Trust Compan ' o,f New York, The Xaii"r;nl City Bank of New York and The Chase National Bank of ihe City < f New York. Since June o'"1. 1935, the notes payable to banks have been reduced in the sum of $3, >23,000, and prior to or simul taneously with the issue of the Debentures the registrant will retire or cause to be retired from cither cash assets all notes payable to hanks of the registrant and subsidiar es, the accounts of which are consolidated in the general consolidated balance sheet (including accr ,ied interest), in excess of the principal amount of notes to be discharged by the application of the i :t proceeds of the issue. 29. Give tb* imtamation required below as to any property acquired or to b< acquired in whole or in part, directly or indirectly, not in the ordinary course of business, in consideration of any of Che securities registered or of all or any part of the proceeds thereof: (a) General character and location of such property. None. (b) The. names and addresses of the persons from whom acquired or to J be acquired, specifying their relationship to the registrant, if any. None. (c) The allocation of the consideration given or to be given in connect in with each such acquisition, reasonably itemized. v None. MANAGEMENT AND CONTROL 30. (a) Names and addresses of all persons who are, or are chosen to become directors and officers of the registrant. Indicate the office held. The following are directors and officers as indicated. No additional persons heIve been chosen to become directors or officers. 1 Cornelius F. Kelley James R. Hobbins Robert E. Dwyer 2S Broadway, New York, N. Y. Butte, Montana. 2S' Broadway, New York, N. Y. John A. Coe Andrew J. Miller Grayson M.-P. Murphy William D. Thornton Hennas C Bellinger David B. Henness#- . Waterbury, Coon. 44 Pine Street, New York, N. Y. 52 Broadway* New York, N. Y. 1 25'Broadway, New York, N. Y. 25 Broadway,. New. York, N. Y. 25 Broadway, New York, N. Y. Director and Pres[dent. Director and VicJt President Director, Vice Pilesident and Treasurer. Director,' 1 Director. 1 Director. 1 Director. j Director; I Secretary and /Isat Treasurer. James Dickson . Kenneth B. Fraxeft*^ ' 25 Broadway, New York, N. Y. Butte, Montana, General Auditor! Asst Secretary 1 Mr. Charles R. fclkchell, who is an officer of Blyth & Co., Inc. (an imderaro*r), resigned on August 26, 1935 as a director of registrant and also of all subsidiaries of which pe was a director. (b) State as to each such person named as chosen to become a dinector or officer. whether he has consented thereto. Inapplicable. 31. Describe briefly the business experience of the principal executive offeera for the last five years. Cornelius P. Kelley, President: Has been President of the registrant since September 3, 1918, and in active uge of the regis- trant's plants and properties and the direction of its business affairs. Prior to it time he was for seven years Vice President of the registrant,.assisting in the directing of its pi and properties and its business affairs. From 1908 to 1911 he was General Counsel for the trant, and in his several capacities has been an employee of the registrant since 1901. "A 45 James R. Hobbina, Vice President: Has been Vice President of the registrant since March 27. 192. during most of which time he has been in charge of its Montana, Idaho, and Wyoming operations,. and particularly Iinn ccnhaarrggee ooff the mining, smelting and refining plants and the operation thereof n Montana. For the several years last past he has been devoting a large portion of his time to th : direction of the general business affairs of the registrant. Prior to his election as Vice Presic : nt he had been, since 1922, in charge of the Montana operations. Robert E. Qwyer, Vice President and Treasurer: Has been Vice President of the registrant since May 25, 1926, nd also Treasurer of the registrant since December 22, 1932. Since 1926 he has been engaged the direction of the general business affairs and particularly the financial affairs of the registrar t Prior to 1926 he had been General Auditor for the registrant for three years, and as such had c large of all accounting matters of the registrant and its subsidiaries. Prior to becoming General At 1:itor he had worked in several capacities in the accounting department of the registrant in Montana : nd in New York. He has been employed by the registrant continuously in these several capacities s ice September, 1903. David B. Hennessy, Secretary and Assistant Treasurer: Has been Secretary of the registrant since December 22, 1932 Prior thereto be served as Assistant Secretary for 21 years. He has been Assistant Treasurer >f the registrant since Novem ber 28. 1911, and has been in the employ of the registrant or its pred rcessor company since 1891. James Dickson, General Auditor: Has been General Auditor of the registrant since July 1, 1926, akd has been in the employ of the registrant in various capacities since January 1. 1913. 32. Dates of, parties to, and general effect briefly and concise!] stated of all material man agement and general supervisory contracts now in effect providing or management of, or services to, the registrant. None; 33. Give the information required below for all persons owning of record or beneficially more than 10 per cent, of any das# of voting stock of the registrant. As of August 31, 1935 wtdd Ovwr (V km) bml unj Pr east. dM elm Registrant's records show no person owning of record more t ian 10% of the outstanding shares of registrant as of the above date and, so far as known to regi ;trant, uo person owned bene- ficially more than 10% of such shares a s of that date. Underwriters namtd in answer to item 22: 47 Share* of capital stock of registrant registered of record in names o f underwriters. Nan Blyth & Co., Inc. La2ard Freres & Company, Incorporated Edward B. Smith & Co. Brown Harriman & Co., Incorporated The First Boston Corporation Hailgartert & Co. Hayden. Stone & Co. G. M.-P. Murphy & Co. Hornbiower & Weeks Field, Gtore & Co. Halsey, Stuart & Co. Lee Higginson Corporation Kidder. Peabody & Co. Goldman. Sachs & Co. Mellon Securities Company Cassatt & Co.. Incorporated Dominick & Dominick Ladenburg. Thaimann & Co. Hemphill, Noyes & Co. White, Weld & Co. E. H. Rollins & Sons, Incorporated G. H. Walker & Co. Stone & Webster and Blodget. Incorporated Dean Witter & Co. Bankamerica Company Baker, Weeks & Harden Kuhn, Loeb 8t Co. THUaflm. s * tumat n*t. A piw**m.l Capital Stock Capital Stock Capital Stock Capital Stock Capital 5took Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock - Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock Capital Stock 5* 5,282* 1.992* none nooe 12.824* 45.296* 10.002* 141,471* 1,540* none 484* 20,160* 480*none 949* 53,137* 6,455* 9,039* 6.180* none 20* none none none 1,665* 2,801* rf Aufwt jut. ISM 5* 288* 2.096* none none 14,510* 35,160* 8.046* 157,994* 940* none 484* 14,950*2,350* none 12,994* 31,934* 6.107* 10,560* 3,237* none 20* . none none none 1,329* 851* "The foregoing underwriters have advised registrant that no shares o!l capital stock of registrant were owned beneficially by them or their partners, except as shown below: ^ Shares of Capital Stock i f Registrant owned benefi cially as of Aug. 31,193S Shares of Capital Stock of Registrant owned benefi cially as <jf Aug. 31. 1934 Haligarten & Ca G. M.-P. Murphy St Co. Hornblower & Weeks Goldman, Sachs 4 Co. White, Weld & Co. G. H. Walker & Co. Baker, Weeks & Harden Kuhn, Loeb & Co. * 1,500 shares (for account of partner* 101 shares (for account of partner) 2,500 share* (for account of partners 100 share* (firm account) 100 share* (firm account) 100 shares (for account of partner)>1 500 shares I (for account of partners i 2,000 shares I (firrrfaccount) 1 110 shares j 1(for account of partner* 1.075 shares (firm account) 100 share* for firm account and 1 share for account of partner 2.300 share* (for account of partners) None None- 3 shares (for account of partner) None 110 shares (for account of partners) No First Mortgage Sty 30-Year Sinking Fund Gold Bonds, due Feb:r ary 1, 1944, of Butte. Ana conda & Pacific Railway Company (referred to in the answer to Item II .A ), which are guaranteed bv registrant, were, so far as known to registrant, owned by any of the foreft ing directors, officers or underwriters. v, J 'm* rs'Jkr* JS . IS R 0 0 1 48 35. Pull particular* aa to the nature and extent of any substantial interest Jf every direc tor, principal executive officer, underwriter named in answer to Item 22, affiliate, and of every security holder named in answer to Item 33, in any property acquired within twJ years, or pro posed to be acquired, not in the ordinary course of business. Include the cod: of any such property to any such person. No property has been acquired by registrant within two years except in thelordjnary course of business, nor is any property proposed to be acquired aside from the ordinary course of business, except comparatively small amounts of" outstanding shares of subsidiary companies. None of such shares were acquired from any director, executive officer or, so far as knojvn to registrant, underwriter named in answer to item 22. 36. Give the information required below in tabular form concerning the aggregate remu neration paid by the registrant and its subsidiaries, directly or indirectly, to the following per sons in all of their capacities: (a) The name and aggregate remuneration of each director of the registrant. Cornelius F. Kelley ta wUcfc Anrtfta Kt tttafer FW Yr E*M r]l,UM As Director of the registrant and its sub sidiaries $2,83^.00 President of registrant, and President of United Metals Selling Company,* Ana conda Sales Company, International Smelt ing and Refining Company, Raritan Copper Works,* and Butte, Anaconda & Pacific Railway Company (100%-owned sub sidiaries) ... 96.64s.74 President Chile Copper Company and Chile Exploration Company SO.1 President Andes Copper Mining Company 25, $174,S03.74 James R. Hobbins As Director of the registrant and its sub sidiaries 5^4.00 Vice-President of registrant, and President Butte Water Company (subsidiary) 60,0(>0.00 60,574.00 Robert E. Dwyer As Director of the registrant and its sub sidiaries 3,7|13.00 Vice-President and Treasurer of registrant, and President International Lead Refining Company (subsidiary^* 40.400.00 43,713.00 Andrew J. Miller As Director of the registrant and its sub sidiaries Charles E. Ml1 Aa Director of the registrant and its sub- (Resigned 26, 1935) sidiaries Grayson M--P. teorpby As Director of the registrant and its sub sidiaries Percy A. Rockefeller As Director of the registrant and its sub (Deceased-- sidiaries September 25, 1934) John A. Coe As Director of the registrant and its sub sidiaries 11010.00 As President of The .American Brass Com pany and its subsidiaries 39(022.50 1.150.00 274.00 1.260.00 492.00 40,032.50 (A) William D. Thornton . (Elected April 17, 1935) (B) Herman C. Bellinger (Elected August 26, 1935) Aa Director of the registrant As Director of the registrant (A) William D. Thornton was Elected a Director of registrant on April 17. 1935. Durinfc 1934 he was President and Director of Greene Cananea Copper Company, a subsidiary of registrant. The remuneration paid him as President and Director of Greene Cananea Copper Company for 1934 was $15,240. <B) Herman C Bellinger was elected a Director of registrant on August 26. 1935. Dtring 1934 he was Vice- President and Director of Chile Copper Company and Chile Exploration Company and (President and Director of Chile Steamship Company Incorporated, all subsidiaries ot registrant. As an offic* and director of said three subsidiaries Mr. Bellinger received as compensation in the aggregate for the fiscaj year ended December 31, 1934, the sum of $45,500. I These were former subsidiaries dissolved in 1934, the assets of whieh were transferred either to the regis trant or to another subsidiary. IS R 001477 49 (b) Tb* nimc and aggregate remuneration of each of thel officer* of the registrant receiving the three highest aggregate amounts of remuneration. I te oUck IhaMumlin wu Ateatvad A|rfta *~ Fiscal VavEihU Dirwjiha J1, UM Cornelius F. Kelley Jarnes R. Hobbins Robert E. Dwyer President of registrant, and President of United Metals Selling Company,* Anaconda Sales Company, international Smelting and Refining Company, Raritan Cop er Works* and Butte, Anaconda & Pacific Railway Comp .ny (100%owned subsidiaries) President Chile Copper Company and Chile exploration Company . President Andes Copper Mining Company Vice President of registrant, and President E itte Water Company (subsidiary) Vice President and Treasurer of registrant, an President International Lead Refining Company (subsi< iary)* See Note Below. See Note Below. See Note Below. See Note Below. See Note Below. These were former subsidiaries dissolved in 19M, the assets of which were traits trred either to the registrant 0 to another subsidiary. Nor*: Set remuneration indicated in (a) above. (c) The aggregate remuneration of all other officer* of the registrant, whatever the amount of the respective remuneration of each; indicate the num r of such officers without naming them. CspatMm to vbleb Rj w u --i tfuu v4 Rte^rd Aawili Raw. itia fa FU Yur Endad Dwnla . KM Three Secretary and Assistant Treasurer General Auditor Assistant Secretary l I j Includes amounts received a* director* tad officers of certain subsidiaries of tHe registrant. $39,783.00* (d) The aggregate remuneration of all employees of the registrant who, respectively, received remuneration frees the registrant in excess of $20,000 during the past fiscal year; indicate the number of such employee* without naming them. Cmo -Ww h wWcA ni RtnMvtla Rn\<r. <isa far FbalYaaEoU Owiulai SI. ISM NONE ,*SvArote: There were nine persona (not heretofore mentioned) who wire officials of subsidiaries but who were not officers or employees of registrant, whose respective aggregate remuneration from subsidiaries of registrant exceeded $20,000 during the fiscal year ended JDecember 31, 1934. The total remuneration of such persons for such fiscal year amounted to $221,397.50. In addition one employee of registrant, whose remuneration from registrant was less than $20,000 during the past fiscal year, received a total remuneration from registrant and subsidiaries!of registrant aggregating $32,415 during such fiscal year. 37. Give the information required below in tabular form concerning the aggregate remu neration paid by the registrant, directly or indirectly, to any personjother than a director, officer, or employee, whose aggregate remuneration from the registrant, in all capacities, exceeded $20,000 during the past fiscal year. AffNftl* RfCQuner' i Qu q for Fiscal Ymt Docombor 51, 1954 Pogson, Peloubet & Co., 25 Broadway, New York. N. Y. Chadbourne, Stanchfield & Levy, 25 Broadway, New York, N. Y. Auditors Attorneys $49,643.45 $59,500.00 RECENT SALES OP SECURITIES BY REGISTRAh 38. For all securities of the registrant sold by the registrant to any persons other than employees within two years, furnish the following information: (a) Title of issue, and if stock, the par, or if no par, stated valui if any. Common Stock $50 par value. (b) Amount sold: 916 shares. (c) Date of sale: From Sept. 23 to Dec. 31, 1933 : January 1934 February March May October " " " " 429 shares 356 " 90 " 4" 27 " 32 " (d) Aggregate net cash proceeds, or the nature and aggregate amount of any consid eration other than cash, received by the registrant: 1,417 shares of capital stock of Andes Copper Mining Company, a subsiBiary of registrant, and 201 shares of capital stock of Greene Cananea Copper Company, a subsidiar of registrant. (e) Names of principal underwriters, if any, indicating any suet underwriters as are affiliates of the registrant. None. OPTIONS 39. As to any securities subject or to be subject to options to purchas from the registrant, (a) state the amount, with the title of the issue, called for by such option i ; (b) outline briefly the prices, expiration dates, and other material conditions on which such iptiona may be exerciscd; (c) give the name and address of each person allotted or to b alil rtted options calling for more than five per cent, of the total amount subject to option, and gi the amount called for by the options of each such person; and (d) for each such class of o fjtions granted within two years, state the consideration for the granting thereof. None. MISCELLANEOUS 40. Outline the substance of the claims involved in, and st It' the title of, any material pending legal proceeding to which the registrant or one of its : ibstdiaries-is a party or of which property of the registrant or of one of its subsidiaries is the subject, if such pro- ceeding departs from the ordinary routine litigation incident to the kind f business conducted by the registrant or its subsidiaries, as the case may be; make a similar statement as to any such proceeding known to be contemplated by governmental authorities (a) Action instituted in 1933 in the District Court of the Second Judic al District of Montana, County of Silver Bow, by Charles F, Juctner, Plaintiff, against Butte Watt Company, Defendant, to recover $2,000,000 in damages alleged to have been caused by the turning off of water from the plaintiff's house and also by reason of alleged attempts to take plaintiff's Bfe The action is pending on demurrer. Counsel advise that in their opiaion this action is without m (b) Action instituted in May, 1935, in the District Court of the Unite i of Montana, Helena Division, by Butte Water Company, Complainant, agat mission of Montana, Thomas E. Carey, Jerry J. O'Conneil and Leonard C. said Commission, F. H. Cooney as Governor of the State of Montana, and Attorney General of the State of Montana, Defendants. The action was reduction of 33in water rates in the City of Butte ordered by the Pu. Application for temporary injunction is pending. (c) In November, 1934, an action was instituted in New York S County, by Irene Frankenstein (owner of record of five shares of stock of holder, against registrant, Cornelius F. Kelley, Charles E. Miti leil, William D. Thornton, City Company of New York, Incorporated, Florence Guggenheim, as Executrix of the Last Will and Testament of Daniel Guggenheim, deceased, Ralph D. Cole, Ge >rge H. Church, James Dickson. Robert E. Dwyer, Kenneth B. Frazer, David B. Hennessy, and A idrew J. Miller, Defendants. The action is a stockholder's derivative action asking an accounting b; the individual defendants in con nection with an exchange made by registrant in 1929 of shares if its capital stock for shares of the capital stock of Chile Copper Company and Greene Canane Copper Company on plaintiff's allegation of profits claimed to have been obtained by certain c ' the individual defendants and alleged to have amounted to approximately $4,250,000, and claim is also made to recover from the individual defendants damages alleged to have exceeded $40,000,1 DO and to have been caused reg istrant by the acts of the individual defendants. The action is no / at issue, the individual defend ants having served their answers, denying the allegations of the romplaint and liability on their part. Certain of the individual defendants have instituted an act on in the United States District Court for the Southern District of New York against plaintiff tc restrain the prosecution of the New York action on the ground that the final decree of said Fedet il Court dated June 30, 1934, dis missing a previous action by said plaintiff involving the same mat ers as the New York action, is res adjudicata as to such plaintiff with respect thereto, the State ( curt having previously denied a motion to dismiss the complaint on the same ground. An action in New York Supreme Court, New York County, y Joseph Aronson and Emanuel Aronson, copartners under the firm name of Aronson & Co. (wh :h holds of record 92 shares of stock of registrant), suing as stockholders, against the.same defends its as in the Frankenstein action. The actions are of the same nature. The Aronson action is not y t at issue. Special counsel consulted by the Directors, and who represent certain of the'defendant Direc tors in the suits, have advised that after an examination of the fa ts said actions, in their opinion, are without merit. (d) Litigation in the Civil Court of Santiago, Chile, by one A unoz Gonzales against Santiago Mining Company. This litigation concerns title to about 6% of t ic area included in the Africans mines, the total investment in such mines being included in th consolidated balance sheet at $3,441,233.29. Counsel advise that in their opinion this action is uthout merit. (e) In September, 1935, a proceeding was instituted by the F deral Trade Commission, being Docket No. 2565, entitled In the Matter of National Electrical Manufacturers Association, its officers, board of governors, and certain members, separately and as representatives of the members, and the following members of said Association: American Electri al Works, American Steel and Wire Co., Anaconda Wire and Cable Co., Bishop Wire and Cable Corporation, Boscon Insulated Wire and Cable Co., Crescent Insulated Wire and Cable Co., Gen :ral Cable Corporation. General Electric Company, Habirshaw Cable and Wire Corporation, Nation J Electrical Products Corpora tion, The Okonite Company, Pheips-Dodge Copper Products Corpc -ation, John A. Roebling's Sons Company, Simplex Wire and Cable Company, Triangle Conduit an i Cable Company, and United States Robber' Products, Inc. The complaint alleges that the respom ents have been and are engaged in a cocobtaation, in violation of Section 5 of the Federal Trade Co nmission Act, to restrain interstate commerce in power cable, copper wire for electrical transmiss .on, and various kinds of electrical apparatus and equipment, chiefly through the medium of said Vssodatkm. The proceeding is not yet at issue. The Federal Trade Commission has set November 1, 1935 as the date for the first hearing. Counsel for Anaconda Wire and Cable Company advise t at, in their opinion, said pro ceeding so far as that Company is concerned is not justified. In addition to the above suits particularly described there are other pending suits involving damages, titles to mining claims, labor and compensation claims, anc other suits of a similar char acter, all of which are ordinary and routine litigation incidental to the kind of business conducted by registrant and its subsidiaries, which under provisions of the Instruction Book for Form A-2 are not considered material. Registrant knows of no proceeding contemplated by governmental author ities against it or ^ny of its subsidiaries or involving its or their { roperties except such as are ordinary and routine in the kind oi business conducted by registrant jnd its subsidiaries. 41. Dates of, parties to, and general effect briefly and concia :ly stated of every materia! contract not made in the ordinary course of business, to be perform d in whole or in part at or after the filing of the registration statement or made not more than two years before such filing. Only such contracts need be set forth as to which the registrant < a subsidiary of the registrant is a party or has succeeded to a party by assumption, assigxu ient or otherwise, or has a beneficial interest. 52 Copies of *f*r contracts and agreements summarized below are filed herewith is Exhibits 1-1 to 1-8 inclusive, and the following summaries thereof do not purport to be com lete statements of the terms of said documents and are subject to the more detailed provisions qf said contracts and agreements, to which reference is hereby made. (a) Contract, dated April 5, 1928, between Great Falls Power Company an' The Montana Power Company with registrant (The Montana Power Company has succeeded tc the interest of the Great Fails Power Company and assumed this contract), as amended by agreement dated De cember 24, 1934. This contract provides for the purchase and sale of power for the electrolyt : zinc plants of the registrant at Great Falls and Anaconda, Montana. The Power Company a ^rees to furnish 75,000 electrical horsepower at the Great Falls plant and 35,000 electrical horsepo ver at the Ana conda plant. The registrant agrees to take all of the power which it uses in the i eduction of zinc at Great Falls and Anaconda under this contract, but is not obligated to take or re eive any specific amount of power, or to pay for any power except what is actually used. The rate for power is on a sliding scale, based on the price received for zin: at Great Falls plus $7.00 per ton, and ranges from 0.153^ per kilowatt hour when zinc is les than four cents per pound, up to 0.3824* Pr kilowatt hour when the price of zinc is above six *nts per pound. The contract runs so long as the registrant shall engage in the reduction of zi^jc at Great Falls or Anaconda. (b) Contract, dated July 10, 1928, between Great Falls Power Company an< registrant (The Montana Power Company has succeeded to the interest of the Great Falls Pow it Company and ass'wneti this contract), as amended by agreement between registrant and The Montana Power Company, dated July 23, 1935. The original contract of July 10, 1928, provides for the purchase and sale o 65,000 electrical horsepower, to be delivered at points designated by the registrant at or near But e. Anaconda and Great Falls, for use by the registrant in the mining, reduction and treatment of qres, and the refin' ing of metals derived therefrom, other than electrolytic zinc. The contract is for the life of the mines, subject to modification in case of emporary suspension or curtailment of operations. This contract also provide* for the sale of 50,000 additional electrical horsepower on the same terms and conditions as provided for the first 65,000 electrical horsepower, and as required by the registrant. The registrant agrees to pay. for such power at the rate of $30.00 per hors power per annum for power used at Butte and. Anaconda, and at the rate of $20.00 per horsepo er for power used at Great FaUsw.v^tg_.- Under tfwSffitoa of tire amending agreement of July 23, 1935, effective Ma 1, 1935, and until May 1, 1940. MBj&patrant is required to pay for such power as it shall ac lly us currently, " provided that pay for a minimum of 32,500 horsepower, instead of >5,000 horsepower. but may use, if and as required, up to 65,000 electrical horsepower. During s< d five-year period said registrant has an option on additional power, not exceeding 12,500 additio iai electrical horse- power. For the six months ending June 30, 1935, the registrant was using approxki iately 50,000 horsepower. As of May 1, 1940, the original contract of'July JO. 1928, again beet nes fully operative with respect to its original terms and conditions, except that the registrant is provided additional delivery points for small operations outside of Anaconda. (c) Contract, dated February 27, 1931, between registrant and Louis B. O'Neill (The Montana Power Company has succeeded to the interest of Louis B. O'Neill am assumed this contract), providing for the purchase and sale of natural gas, not to exceed 25.0C ) ,000 cubic feet per day, for the heat and/or fuel requirements of registrant's plants at or in tl vicinity of Butte, Anaconda and East Helena, Montana, and at such other points as may be de: gnated by the regis trant, except in cases where the metallurgical, chemical and/or mechanical fa ters make it advantageous, in the reasonable judgment of registrant, to use another form or f rms of heat or fuel, and excepting heat or fuel requirements for which seller is unable to snppl; natural gas in such quantity and with such uniformity of delivery as shall be reasonably required by registrant, it being understood that registrant shall have the right and be free to u s electricity for power or other purposes ac use in connection with the operation of its plants. In i ase the parties disagree as to whether registrant has been reasonable in its judgment as to any hea or fuel requirements for which gas is not taken under the contract, the matter is subject to decisio by arbitrators. The term of this contract is fifteen years, with provisos for extensi n thereof for a five-year period. The registrant agrees to pay as a fixed charge for the first five y s $14,583.33*4 monthly, and thereafter the sum of $12,500.<X) monthly, and, in addition thereto to pay lO'/Zj for every 1,000 cubic feet of natural gas delivered to it under the contract. (d) Contract dated February 27, 1931, between registrant and The fontana Power Company, providing that, whereas, the registrant and the Power Company each ha l entered into a contract with Louis B. O'Neill, of even date, for the purchase of gas from ae Cut Bank field, each shall have the right to take one-half (yZ) of the total gas available for delivery under said contracts; that neither shall take more than five billion cubic feet of gas ant ually without the consent of the other. It either party desires in excess of five billion cubic feet of gas annually and the field reserves available will permit the withdrawal of such excess witho it impairing the right of the other to its one-half of the reserves, it may be so taken. If a controversy arises on this question it shall be settled by arbitral an In the case of temporary insufficiency of supply of gas for the req wots of both parties each party shall reduce its industrial load in equal amounts until the pofrer company's industrial load is cut off. Any further reductions shall be made by the registrar) far the benefit of the Power Company's domestic and commercial customers. In case of short; ye, other than temporary shortage, each party is entitled to one-half of all gas produced from all available reserves. This contract extends for the period of 15 years. (e) Contract dated November 15, 1932, between registrant and Mon loa Cities Gas Company, providing for the purchase and sale of natural gas, not to exceed 10,000,040 cubic feet per day, for the heat and/or fuel requirements of registrant's plant located at Black eagle, near Great Falls, Montana, except in cases where the metallurgical, chemical and/or m<e hanical factors make ic advantageous, in the reasonable judgment of registrant, to use another ferm or forms of heat or fuel, and excepting heat or fuel requirements for which seller is unable supply natural gas in such quantity and with such uniformity of delivery as shall be ceasonabl required by registrant, it being understood that registrant shall have the right and be free to use electricity for power or other purpose* for use in connection with the operation of its plant. In ase the parties disagree as to whether registrant has been reasonable in its judgment as to any or fuel requirements for which gas is not taken under the contract, the matter is subject to d< i by arbitrators. Gas actually used to be paid for monthly at the rate of fifteen cents pe 1,000 cubic feet'for the first 30,000,000 feet, and for all gas used during the month in excess th<ejeof, ten cents per 1,000 cubic feet The term of this contract is six years. (f) Agreement dated February 28, 1929 between registrant and Anaconda Wire and Cable Company, under which the latter company agrees to purchase from regist ant its requirements of copper for its mill at Great Fails, Montana, and registrant agrees to sell same, at current prices. This contract expires December 31, 1938. In addition, registrant and its subsidiaries have entered into and are pe forming a large number of contracts and agreements covering the sale ot theiT products, the use of v; nous processes, the supplying of power and transportation facilities, the purchase of ores, materials ind supplies, and leases of mining claims and lands for certain plant operations. These con tracts and leases are such as ordinarily accompany the kind of business conducted by registrant and ts subsidiaries. Under the provisions of the Instruction Book for Form A-2 they are not con.aidtred material contracts not made in the ordinary course of business. 42. Briefly describe any material patent, material patent right, or material c intract lor a patent right, if the proceeds of the security registered are to be used for the parti ular purpose of acquiring or developing such patent, patent right, or contract for a patent rigl L None. 43. With respect to each denial by a governmental regulatory body, in proceeding in which the registrant or a principal underwriter was a party or received notice affecting the right to sell securities issued by the registrant, set forth briefly the grounds an l terms of the denial, and any subsequent modification thereof. None. 44. If any expert named in the registration statement as having prepared dr certified any part of the statement (a) has any interest of a substantial nature in the registra it or any affili ate thereof or is to receive any such interest as a payment for such statement oc b) is an officer or employee of the registrant or any affiliate thereof, or (c) has been employed upon a contin gent basis; furnish a brief statement of the nature of such interest, office, empl lyment or con tingent basis. EMPLOYMENT OF EXPERTS AND LAWYERS As to Mr. Reno H. Sales, he is the Chief Geologist of registrant and is employed at an annual salary. He has no interest in registrant except as a holder of shares of its stock] and is to receive no interest in registrant as a payment for having prepared or certified to any part|of this statement. He is not employed on a contingent basis. As to Mr. Frederick Laist, he is General Metallurgical Manager of registrant and is employed at an annual salary. He is a director and officer of the following subsidiaries of registrant: Vice- President and Director, International Smelting and Refining Company; Director, Anaconda Lead ` Products Company and Anaconda Copperclad Company; Vice-President and Director, Tooele Val ley Railway Company.. He has no interest in registrant except as a holder of lhares of its stock, and the holder of Twenty-Year Gold Debentures,' due 1947, of Chile Copper Company and of First Mortgage Sfb Sinking Fund' Gold Bonds, due 1944, of Butte, & Pacific Rail- way Company, and is to receive op. interest in registrant as a payment certified to any part of this statement- He is not employed on a contingent lying prepared or As to Messrs. Pogson, Peloubet i Co., neither that firm nor any ier thereof has any interest of a substantial nature or security holding in the registrant or affiliate thereof. according to information furnished by Messrs. Pogson, Peloubet & Co.; slither that firm nor any partner dsmof- is to reoeve any interest in registrant or any affiliate thereof as payment for services ittqfttBMctjoa with the registration statement, although tbs' find is to receive a fee for services mmfoi -la connection with the registration statement, and although it is rendering auditing serviceWthe registrant and its subsidiaries, and received $77,043.45 in 1934 from registrant and its subsidiaries for services rendered in that year; neither that [firm nor any partner thereof is an officer, director or employee of the registrant or any affiliate [hereof; and neither that firm nor any partner thereof has been employed by registrant or any ate thereof on contingent basis. As to Messrs. Chadboume, Stanchfield & Levy, neither that firm nor partner thereof has any interest of a substantial nature tn the registrant or any affiliate thereof arding to informa- tion furnished by Messrs. Chadbourne, Stanchfield & Levy, except that members of $aid_ firm hold shares of stock of registrant; neither that firm nor any partn< thereof is to receive any interest in registrant or any affiliate thereof as payment for services ii cormectida with the registration statement, although the firm is to receive a fee for services ndered in connection with the registration statement, and although it is rendering legal services the registrant and its subsidiaries and received $98,000 from registrant and its subsidiaries for ervices rendered them in 1934; neither that firm nor any partner thereof is an officer, direetdr or employee of the registrant or any affiliate thereof; and neither that firm nor any partner thejeof has been employed by registrant or any affiliate thereof on. a contingent basis. As to Mr. D. M. Kelly, he is Western General Counsel of registrant annual salary. He is a director and officer of the following subsidiaries of Vice-President of Blackfoot Land Development Company; Director and S and Coke Company; Assistant Secretary of International Smelting ajid R d is employed at an xit: Director and of Diamond Coal ning Company; Direc- : :ii ... 55 tor of Ajax Mining Company and Smokehouse Copper Mining Con ya. ny. He has no interest in registrant except as a holder of shares of its stock and has received n( interest in registrant as a paymeat for having prepared or certified to any part of this statement, He is not employed on a contingent basis. As to Mr. Javier Diaz Lira, he is counsel in Chiie for Chile Ex doration Company, Andes Copper Mining Company, Potrerillos Railway Company and Santiago b ining Company, subsidiaries of registrant, and is employed on an annual salary basis. Registrant mows of no interest which he holds in it and he is to receive no interest in registrant as a payment or having prepared or certified to any part of this statement. He is not employed on a continget t basis. As to Mr. Agustin A. Aguila, he is counsel at Cananea, Sonora Mexico, for The Cananea Consolidated Copper Company, S. A., a subsidiary of registrant, and is employed on an annual salary basis. Registrant knows of no interest which he holds in it and he to receive no interest in registrant as a payment for having prepared or certified to any pan of his statement. He is not employed on a contingent basis. HISTORICAL FINANCIAL INFORMAT ON 45. Furnish the information required below as to the respective c< aptions on the registrant's balance sheet, the balance sheet of the registrant and its subsidi; ries consolidated, and each individual or group balance sheet required to be furnished for unc >nsolidated subsidiaries:*' (a) If, since January 1, 1922, there have been any increases or c ecreases in Investments, in Property, Plant and Equipment, or in Intangible Assets, exulting from substantially revaluing such assets, state: (i) In what year or years such revaluations were made. (ii) The amount of such write-ups or write-downs, and th accounts affected, including the contra entry or entries. (iu) If in connection with such revaluations any adjustmi nts were made in related reserve accounts, state the accounts and amounts with xplanations. In 1923 registrant acquired 66,666% shares (having a par value >f $25 per share) of the stock of Andes Copper Mining Company (a then subsidiary) for a total ist of $319,004.94, an average of $4.79 per share. These shares had theretofore been included in he consolidated balance sheet as outstanding minority interests at the par value of the shares of An les Copper Mining Company, i.e., $25 per share (or a total of $1,666,666.67), and after the acquisit on thereof by registrant the same were carried in the consolidated accounts at the same amount, ,e., $1,666,666.67, the excess thereof, i.e., $1,347,661.73 above the cost of said stock, being credited to consolidated surplus. Reference is made to the notes to the consolidated balance she t setting forth the basis at which the mining properties of Andes Copper Mining Company are atried in such consolidated balance sheet, such basis being the original par value of the stock of \ndes Copper Mining Com pany issued therefor, i.e., $25 per share, and not the cost to the regi trant and its subsidiaries of such shares of Andes Copper Mining Company owned by the registra t and its subsidiaries. This basis was followed by the registrant in its consolidated balance sheets >egirming with the year 1920 when, for the first time, the Andes Copper Mining Company was inch ded in the consolidated bal ance sheet as a subsidiary, such basis being as follows: la the consol dated balance sheet of regis trant and its subsidiaries the interest in the properties of Andes Copper } [ining Company, represented by the shares of said company owned by registrant and its subsidi ries (i.e., l,l59,S4124%ooo shares), were included in the consolidated balance sheet at their par value, $25 per share, or a total of...................................................................................................................... ............... $28,996,031.07 the total investment of registrant and subsidiaries in said shares of A ides Copper Mining Company at December 31, 1920 (excluding advances to said < >mpany ag gregating $11,163,221.22 at that date), was................................................ 8,445,462.29 Resulting in a credit to consolidated surplus of....................................................................... $20,550,568.78 In 1928, by reason of the conversion of the 7% Convertible Debentur :s of Andes Copper Mining Company, the interest of the registrant and its subsidiaries in the stoc : of Andes Copper Mining Company declined below the 75Jo customarily required by the regi trant for consolidation of accounts and therefore the accounts of Andes Copper Mining Compai v were not consolidated in the consolidated balance sheet of registrant at December 31, 1928. In .929, through the exchange of outstanding shares of Andes Copper Mining Company for stock of registrant, the interest of 5ft- registrant and its subsidiaries in the stock of Andes Copper Mining Con jany increased above the 75% customarily required by the registrant for the consolidation of accot its, and the accounts of Andes Copper Mining Company were therefore consolidated in the consc idated balance sheet of 1929 and subsequent years in the same manner and on the same basis as p ior to 1928. In order to avoid an arbitrary reduction in the consolidated surplus at December 31, 928, when there had in fact been no change of the property (other than in ordinary course of 1 rsiness) represented by stock of Andes Copper Mining Company, or in the number of shares n said company held by registrant and ics subsidiaries, the shares of Andes Copper Mining C impany owned by the registrant and its subsidiaries were included in the consolidated baianc sheet of registrant at December 31, 1928 on the same basis as the interest of registrant an its subsidiaries in the stock of Andes Copper Mining Company had been included in prev j u s years' consolidated balance sheets, and entries were made on the books of registrant and subs diaries crediting surplus with $21,909,539.72, the difference between the cost to them of shares o Andes Copper Mining Company stock owned, and the par value of said shares, i.e., $25 per share the charge being made to Investment Account. At December 31, 1928, 1,762,635 shares of stock < f Andes Copper Mining Company were owned by registrant and its subsidiaries. Of this amount 533,492 shares were ac quired for cash at $25 per share subsequent to December 31, 1920, leavii g a total of 1,229,143 shares; said 1,229,143 shares represent the shares of Andes Copper Min ng Company owned by registrant and its subsidiaries at December 31, 1920, and shares subsequen ly acquired at less than par value, including the 66,666% shares of Andes Copper Mining Corapan first above referred to. (b) If, since January 1, 1922, there have been restatements of Caj ital Stock, state the amounts of such restatements, and the contra entries. If, since anuary 1, 1922, there has been an original issue of Capital Stock any part of the procet Is of which was cred ited to surplus, state such amount. There has been no restatement of capital stock since January 1, 1922. Since January 1, 1922 the original issues of capital stock, part of the proceeds of which was credil :d to surplus, amounted to 3,109,598.54 shares of the par value of $50 per share. The part of the >roceeds of such issues in excess of the par value of such shares which was credited to surplus w; s $20,816,158.49. The major part of the total proceeds received on such issues was used to disch rge First Consolidated Mortgage Bonds of the registrant outstanding in 1929. In connection with the retirement of such bonds, the premium on redemption, discount, and expense of issuance, agg- egating $11,907,498.50, were charged off. In 1934 Mountain City Copper Company issued 506,307 shares of the pj : value of 5^ per share. Of the proceeds received, $480,991.65 was credited to surplus. See Surplus Account of Mountain City Copper Company on page 125 hereof. (c) If, since January 1, 1922, any substantial amount or amounts o Bond Discount and Expense, on issues still outstanding, have been written off earl er than as required under any periodical amortization plan, give the following info mation: (a) title of issue: (b) date of such write-off: (c) amount written off; (d) to what account charged: NONE. CERTIFICATE OF PUBLIC ACCOUNTANTS To the Officers and Directors of Anaconda Copper Mining Company. : lew York, N. Y., ptember 24, 1935. We have made an examination of the foregoing answers to item 45 in the registration statement under the Securities Act of 1933 (Form A-2) of A'/xfo Sinking Fund Debentur s of Anaconda Copper Mining Company, and we have made a review of the accounts named in item - 5 for the period from January 1. 1922 to June 30, 1935, inclusive. In our opinion, based on such ex imination and review, the foregoing data properly present the information required in answer to item 5. Po g s o k , Pe l o o i rr &. Co. Re-executed October U, 1935. PoCSON, Pe -OUBET & Co. (sgd.) ISROO 46. Givs t)M tume& of any independent public or independent certified public accountants who have certified financial statements for the registrant since Jan ury 1, 1922. Messrs. Pogson, Peioubet & Co., Certified Public Accountants, 25 Broadway, New York, N. Y. 47. Miscellaneous information. Certain producers of copper outside the United States, including certain subsidiaries of registram operating outside of the United States, have cooperated with a riew to bringing about a balance of production outside of the United States with consumption in uch markets. No attempt is made to appraise the effect on the business or es -nings of registrant or any of its subsidiaries of the Executive Order approving the Code of Fair Industry or of the Codes of Fair Competition for any other industi es affecting registrant or any of its subsidiaries, or of the recent decision of the United States S ipreme Court with respect to the constitutionality of the National Industrial Recovery Act, nor is ny attempt made to appraise the effect on the business or earnings of registrant or any of its subsid aries of the legislation enacted by Congress respecting the price of gold and silver and the Presidential proclamations issued pursuant thereto, or the Federal Social Security Act of 1935. No attempt is made to appraise the effect on the business-or ear lings of the registrant or any of its subsidiaries of the import tax of 4^ per pound on copper imj irted into the United States, referred to in the answer to Item 6. THIS REGISTRATION STATEMENT COMPRISES: (1) The registration statement proper containing pages numbered 1 130 consecutively; (2) The following financial statements and schedules: (a) Consolidated Balance Sheet of registrant and its subsidiaries as of June 30, 1935, together with four pages of notes. (b) Consolidated Balance Sheet of registrant and its 100%-owu d subsidiaries, which coastitute in practical effect the operating divisions of the registrant, as of Jus* 30, 1935, together with four pages of ootefc (c) Balance Sheet of registrant only as of June 30, 1935, togethe with two pages of notes, (d) Consolidated Profit anil Loss Statement of registrant and it subsidiaries for the calendar years 1932, 1933, and 1934 and for the six months ended J ne 30, 1935, together with three pages of notes. ^ (e) OtjtoOtfdated Profit and Loss Statement of registrant and : 3 100%-owned subsidiaries, waHn^constitute in practical effect the operating divisions of he registrant, for the caleadK^atr* 1932, 1933, and 1934, and for the six months en led June 30, 1935, together wflfetwo pages of note*. (f) Schedule IA--Investments in Securities of Subsidiaries (not consolidated in Consolidated Balance Sheet of registrant and its subsidiaries). (g) Schedule IB--Investments in Securities of Subsidiaries (not consolidated in Consolidated Balance Sheet of registrant and its 100%-owned subsidiaries (h) Schedule IC--Investments of registrant only in Securities of Subsidiaries. (i) Schedule IIA--Property, Plant and Equipment of registrant . ad its subsidiaries, (j) Schedule IIB--Property, Plant and Equipment of registrant and its 100%-owned sub- sidiaries. 00 Schedule IIC--Property, Plant and Equipment of registrant tjnly. 0) Schedule 1IIA--Reserves for Depreciation and for Depletion of coal mines, timber lands, phosphate deposits and clay lands of registrant and its subsidi.aries. (m) Schedule IIIB--Reserves for Depreciation and for Depletion of coal mines, timber lands, phosphate deposits and clay lands of registrant and its lOO^S -owned subsidiaries. (n) Schedule IUC--Reserves for Depreciation and for Depletionjof coal mines, timber lands, phosphate deposits and clay lands of registrant only. (o) Schedule IV--Intangible Assets. (p) Schedule VIA--Reserves of registrant and its subsidiaries. (q) Schedule V1B--Reserves of registrant and its 100%-owned subsidiaries.  ' 58' (r) Schedule VIC--Reserves of registrant only. (s) Schedule VIIA--Consolidated Surplus Account of registrant an| its subsidiaries for calendar years 1932, 1933 and 1934 and for the six months ended une 30, 1935. (t) Schedule VIIB--Consolidated Surplus Account of registrant and its 100%-Qwued subsidiaries for the calendar years 1932, 1933 and 1934 and for the x months ended June 30, 1935. (u) Schedule VIIC--Surplus Account of registrant only for the six ooths ended June 30, 1935. (v) Schedule VIIIA--Supplementary Profit and Loss information of sidiaries for the calendar years 1932, 1933 and 1934 and for the 30, 1935. egistrant and its subx months ended June (w) Schedule VIIIB--Supplementary Profit and Loss information of n strant and its 100%owned subsidiaries for the calendar years 1932, 1933 and 1934 d for the six months ended June 30, 1935. (x) Schedule IXA--Income from Dividends o_f registrant and its subsi .ries for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1 IS. (y) Schedule IXB---Income from Dividends of registrant and its 100% >wncd subsidiaries for the calendar years 1932, 1933 and 1934 and for the six months en< led June 30, 1935. (z) Schedule X--Funded Debt of registrant and its subsidiari jlidated, as of June 30, 1935. (aa)Schedule XI--Indebtedness of subsidiaries. (bb) Statements of Subsidiaries not consolidated: I--Anaconda Wire and Cable Company: (1) Consolidated Balance Sheet of Anaconda Wire and Cable Coni] ly and its subsidiaries as of June 30, 1935, and one page of notes. (2) Consolidated Profit and Loss Statement for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935, of Anaconda Wii and Cable Company and its subsidiaries. (3) Schedule II--Property, Plant and Equipment of Anaconda pany and its subsidiaries. ire and Cable Cortl (4) Schedule IIT--Reserves for Depreciation of Anaconda Wirej and Cable Company and its subsidiaries. (5) Schedule IV--Intangible Assets of Anaconda Wire and Cal le Company and its subsidiaries. (6) Sckofeile V--Reserve for Depreciation and/or Amortization] of Intangible Assets of^Amconda. Wire and Cable Company and its subsidiaries. (7) Schedule VI--Reserves of Anaconda Wire and Cable Com] and its subsidiaries, (8) Schedule VII--Consolidated Surplus Account for the cai< years 1932,.1933 and 1934 and for the six months ended June 30, 1935, of Anaconda Wire and Cable Company and its subsidiaries. (9) Schedule VIII--Supplementary Profit and Loss Information :or the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1* >35 of Anaconda Wire and Cable Company and its subsidiaries. (10) Schedule XI--Indebtedness of Affiliates of Anaconda Wire its subsidiaries. Cable Company and II--Mountain City Copper Company: (1) Balance Sheet as of June 30, 1935, together with one page of rfctes. (2) Statement of Receipts and Disbursements from September 231 1932 (date of organi zation of the company) to June 30, 1935. (3) Schedule II--Property, Plant and Equipment. (4) Schedule VII--Surplus Account from September 23, 1932 (d^te of organization of the company) to June 30, 1935. 1SRO 0 1 4 8 7 59 III--Walker Mining Company: (V) Balance Sheet as of June 30, 1935. (2) Profit and Loss Statement for the calendar years 1932, 19; 3 and 1934, and for the six months ended June 30, 1935. (3) Schedule II--Property, Plant and Equipment. (4) Schedule III--Reserve for.Depreciation. (5) Schedule VII--Surplus Account for the calendar years 932. 1933 and 1934 and for the six mooths ended June 30, 1935. (6) Schedule VIII--Supplementary Profit and Loss infonnatiiu far the calendar years 1932, 1933 and 1934, and for the six months ended June 0, 1935. (3) The certificate of Messrs. Pogson. Peloubet Sc Co., Certified P bl ic Accountants, dated October 11, 1935, with respect to the financial statements and schedu. :s listed above. (4) The following exhibits: (a) Exhibit A-l--Copy of articles of incorporation of registrant ing copy of certificate of extension of corporate existence. amended to date, indud- Exhibit A-2--Copy of By-Laws of registrant, as amended to date. (b) Eixhibit B-T--Copy of indenture dated as of October 1, 1935, froi Anaconda Copper Mining.Company to Guaranty Trust Company of New York, as Trus ie. (This exhibit relates to the 4l/i% Sinking Fund Debentures, of the registrant, due Oc >ber 1, 1950, to be regis tered hereunder). (c) Exhibit B-2--Copy of indenture dated as of February 1, 1914 rom Butte, Anaconda Sc Pacific Railway Company to Guaranty Trust Company of New ifork, as Trustee. (This exhibit relate* to the First Mortgage 5%-30-year Sinking Fund ( old Bonds due February 1, 1944, of said Butte, Anacooda & Pacific Railway Company). (d) Exhibit B-3--Copy of indenture dated as of January 1, 1927 t ocn Chile Copper Company to Guaranty Trust Company of New York, as Trustee. (' his exhibit relates to the 20-year 5% gold debentures of Chile Copper Company due 19470;) (e) Exhibit C--Copy of guarantee of registrant endorsed on each of he outstanding bonds of $1,621,000 aggregate principal amount of First Mortgage 5% 30- 'ear Sinking Fund Gold Bonds doe February 1, 1944, of Butte, Anaconda fit'Pacific Rail ray Company. (f) Exhibit F--Copy of agreement between registrant and principal ui ierwriters of the Deben tures to be registered hereunder. (g) Exhibit G--Copy of opinion of counsel in respect of the legality >f the issue to be regis tered hereunder. (h) f&tfadxt H--Copy or specimen of Debenture of the issue to be reg stored hereunder. (i) I--Copies of the following agreements: (ftf Agreement dated July 10, 1928 between Great Falls Power Company and Anaconda Copper Mining Company. (2) Supplemental agreement dated July 23,. 1935 between The M ntana Power Company and Anaconda Copper Mining Company, (3) Agreement dated April 5, 1928 between Great Falla Power ( otnpany, The Montana Power Company, and Anaconda Copper Mining Company. (4) Supplemental agreement dated December 24, 1934 between Th . Montana Power Com pany and Anaconda Copper Mining Company. (5) Agreement dated February 27, 1931 between Anaconda Coppt Mining Company and Louis B. O'NeilL (6) Agreement dated February 27, 1931 between The Montana Po *er Company and Ana conda Copper Mining Company. (7) Agreement dated November 15. 1932 between Anaconda Co iifper Mining Compare and Montana Cities Gas Company. (8) Agreement dated February 28, 1929 between Anaconda Co per Mining Compare and Anaconda Wire and Cable Company. (j) Exhibit K.--Consent of D. M. Kelly. Esq., Western General Coui sel of registrant, with respect to reference made to him on page 1 and in item 44 of this registration statement. 60 (k) Exhibit L--Opinion of Javier Diaz Lira, Esq., General Couns Chile for Chile Explora- tion Company, Andes Copper Mining Company, PotreriUos .ailway Company and San tiago Mining Company, subsidiaries of registrant, with respect to titles to properties and franchises and concessions of such sultsidiaries. (l) Exhibit M--Opinion of Agustin A. Aguila, Esq., Counsel in Mexico for The Cananea Consolidated Copper Company, S.A., a subsidiary of registrar with respect to titles to mining claims or titles of concessions of that subsidiary. (5) The Prospectus, consisting of 78 pages. The filing of this registration statement with the Securities and E :cbange Commission shall not be construed as a waiver of. or estoppel against, the right of the negjstrant or any other person to contest the validity or scope of any or all of the provisions of the ecurities Act of 1933, as amended, under the Constitution of the United States, or the validity of any rule or regulation made or to be made under said Act SIGNATURES (a) Of the Issuer: In pursuance of the requirements of the Securities Act of 1933, the registrant, Anaconda Copper Mining Company, a corporation organized and existing under the 1 ws of Montana, has duly caused this registration statement to be signed on its behalf by the ui deraigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the Ci j of New York and State of New York on the 24th day of September, 1935. (s u l ) Attest: An a c o n d a Correa Mran G Co mp a n y By Co r n e l iu s r. Ke l l e y (sgd.) (COXNEXJUS r. 1 CLLEY, FraUol> By Ja me s R. P j b b in s (sgd.) (JAMES IL HOBBI ts. Vk* PmUat) Da v id B, He n n e s s * (sgd.) (DAVID B. EEHKES3Y, Si.itiry) (b) Of the Principal Executive Officer or Officers, the Principal FI: Racial Officer and the Comptroller nr,.Principal Accounting Officer. In purstNlMk of the Securitas Act of 1933, die undersigned have gned the within registration st&temeagrwt. &e respective dates set beside their names. (i) Principal executive officer or officers: CoaNELrus F. Ke l l e y (sgd.) OO&NKLXUS . KELLEY President CTU.) Sept 24, 1935 (Di m) Ja me s R. Ho b b ih s (sgd.) JAMES ft. BOBBINS Vice President CTUk) Sept 24, 1935 (Du.) Ro b e r t E. Dw y e r (sgd.) EOBEET E. DWYER Vice President and Treas (Titk) Sept. 24, 1935 (Dt) Da v id B. He n n e s s y (sgd.) DAVID B. HEN MESSY Ja me s Dic k s o n (sgd.) JAMES DICKSON Secretary and Assistant T easurer Sept 24, 1935 (Title) (Di m) General Auditor (TUMI Sept 24, 1935 <D*U> (ii) Principal financial officer: 61 Ro b e r t E. Dw y e r (sgd.) ROBERT E. DWYER Treasurer <Tkk) Sept. 24. 1935 (Data) (iii) Comptroller or principal accounting officer: Ja me s Dic k s o n (sgd.) JAMES DICKSON General Auditor <ViW Sept. 24, 1935 <o*w> (c) Of the Directors: Co r n e l iu s F. Ke l l e y (sgd.) CORNELIUS r. KELLEY Sept 24. 1935 CDaW) An d r e w J. Mil l e r (sgd.) ANDREW J. MILLER Sept. 24, 1935 (Data) Ja me s R. Ho b b in s (sgd.) JAMES R. BOBBINS Ro ber t E. Dw y e r (sgd.) ROBERT E DWYER Jo h n A. Co e (sgd.) JOHN A. COB Sept 24. 1935 (Du) Sept 24, 1935 (Data) Sept. 24, 1935- (Data) Wil l ia m D. Th o r n t o n (sgd.) WILLIAM D. THORNTON Sept. 24. 1935 (Data) He r ma n C. Be l l in g e r (sgd.) BERMAN C. BELLINGER Sept 24, 1935 (Data) G. Jl.-P. Mu r p h y (sgd.) GRAYSON M.p. MURPHY Sept 24, 1935 (Data) (d) Of the Duty Authorized Representative in the United Sutee: In pursuance oi the Securities Act oi 1933, the undersigned has] signed the within registra- tion statement on the day of , 1935. 62 CONSENTS OF EXPERTS Po c s o n , Pe l o u b e t & Co. New York, N. Y. September 24, 1935. We, Pogson, Peloubet & Co., of 25 Broadway, New York, N. Y. know that we are named as having examined and reported on (a) the financial statements and relative supporting schedules listed as group (2) under the heading '`THIS REGISTRATIC N STATEMENT COM- PRISES" on page 57, and being page numbers 64 to .130, both inclusiv (b) the answers to item 45, being page numbers 55 to 56, both inclusive, and (c) information to gross sales of copper for delivery outside of the United States and Canada (based on proceeds f sale) and the total sales of all products by registrant and its subsidiaries whose accounts are cons* lidated with those of regis- trant (including gross earnings from miscellaneous service companies), w thout deduction of operat- ing and other expenses and charges, for the period January I, 1930 to June 30, 1935, appearing in answer to Item 6 on page 7, and the information as to total sales, gro: earnings, net income and net losses given in answer to Item 4 (a) with respect to certain subsidiari ss which have been omitted from Chart I and Chart II, appearing on page 4, which are incorporated as part of the registration statement of Anaconda Copper Mining Company, covering the \l/i % S ng Fund Debentures due October 1, 1950, of registrant, to be authorized under Indenture dated Cfct:iober 1, 1935 to Guaranty Trust Company of New York as Trustee, and we hereby give our cons to the use of our name" therein and to the use of said documents examined and reported on by is, as required by Section 7 of the Federal Securities Act of 1933. We also consent to the making f the statement with refer- ence to our firm on page 1 and page 54 of such registration statement. Re-executed October 11, 1935. POGSON, PioUBET & Co. Po g s o n Pe l o u b e t & Co. (sgd.) Re n o H. Sa l k s New York, N. Y. September 24, 1935. I hereby consent to the making of the statement with reference to m on page 1 of the registration statement of Anaconda Copper Mining Company to be filed with : Securities and Exchange Commission under the provisions of the Securities Act of 1933 for th registration of its 4 Sinking Fund Debentures due October 1, 1950, above set forth. I recei ed the degree of Engineer of Mines from the School of Mines of Columbia Univeisity in June, 900, and since then have actively practised the profession of geologist. Re n o H. Sa l es (sgd.) Fr e d e r ic k La is t New York, N. Y. September 24, 1935. I hereby consent to the making of the statement with reference to t le on page 1 of the regis- tration statement of Anaconda Copper Mining Company to be filed with Securitics and Exchange Commission under the provisions of the Securities Act of 1933 for the rei istration of its 4)4% Sink- ing Fund Debentures, due October 1; 1950, above set forth. I received the degree of Bachelor of Science from University of California in June, 1901, and have since thet actively practised the pro- fession of metallurgy. I r e d e r ic k La is t (sgd.) The consent of D. M. Kelly, Western General Coartsel of the resist with respect to the refer- ence made to him on page 1 of this registration statement, is filed herewijh as Exhibit K. The consents of Messrs. Javier Dial Lira and Agustin A. Aguila vith respect to the reference made to them on page 1 of the registration statement of Anaconda Copp. r Mining Company to be hied with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 for the registration of its 4'/rfo Sinking Fund Debentures due October 1, 1950, re filed herewith as Exhibits L and M respectively. CM Cr- ANACONDA COPPER MINING COMPANY and Subsidiary Companies CONSOLIDATED BALANCE SHEET--JUNE 30TH. 1935 See Notes A to N, pages 66 to 69, inclusive. ASSETS Current Amts: Cash oo hand and in banks..................................................... i.................................... Marketable Securities--at cost (market value $981,170.63).................................... Accounts and Notes Receivable--Trade.......................................... $7,363,04626 Less Reserve for doubtful notes and accounts--schedule VI A 343.767.S4 Metals and Manufactured Products: Finished--see note D................................................................................................... In Process--see note D............................................................................................... Supplies on hand--see note E................................................................. ..................... Indebtedness of Subsidiaries--current......................................................................... Other AiMtsi Ores produced during development period not being currently treated during period of curtailed operations--at cost of mining--see note M......................... Cupriferous material held for future treatment--see note N............................... Installment house and land sales and other accounts receivable 1216,02354 Less Reserve for doubtful accounts--schedule VI A............ 185,000.00 Advances to sundry mining companies, including advances on ores ................................................................................................... Less Reserve for doubtful accounts--schedule VI A........ Notes Receivable of Inspiration Consolidated Copper Co. secured by $6,933,000 First Mortgage 7% Gold Bonds of that 'Company (being the total amount of said bonds issued)-- see note J ..................................................................................... Interest accrued thereon........................................................... 320,66260 67,116.16 6,933,000.00 341,4961* $15,639,337 09 1,424,908 19 7,019271 72 34,064,456 21 S.0452S2 BO 12425.092 69 2.567 25 1,S59,9S< 0$ 3236246 76 1,031,022 54 253,546 44 7274.496 InvMtmenta: Securities of Subsidiaries--schedule I A see notes C and F............................... Other Security Investments see note F....................................................................... Indebtedness of Subsidiaries--not current--schedule XI.......................................... 1524S2S4S5 13,531,595 26 790J78 53 Property, Plant and BtflpmsiMi in not* Q: Mines and Mining Claims, Water Rights and Lands for Metal Producing and Manufacturing Plant*--schedule II A....................................................................... Coal Mines, Timber 1 Phosphate Deposits and Qay Lands--schedule II A................................................................... Less Reserve for Depletion--schedule III A....................... 9,626,40(186 1,935,655.81 Buildings and Machinery at Mines, Redaction Works, Refin eries, Manufacturing Plants, Sawmills, Foundries, Water works, Steamships and Railroads (including railroad conces sions to the extent of $994,769.61)--schedule II A................. Less Reserve for Depreciation--schedule 111 A................... 285,363,616.63 134265.872.54 Intangible Asaeta--Schedule IV: Patents ........................................................................ Defened Charges: 4 Stripping and Development............................................. Prepaid Insurance, Taxes, etc................................ Deferred experimental, lease and other expenses Discount on Bonds--see note H........................... 290,945221 27 7,690241 05 151,097244 # 7,Sl7,82t 45 411280 13 445,977 ?1 2.S012K 31 $75220,992.95 13.45526827 29,870228.44 449234210.41 6,105.00 ' 10,876,300.70 $579,763,30627 TRR001493 9 65 ANACONDA COPPER MINING COUPAN ' and Subsidiary Companies CONSOLIDATED BALANCE SHEET--JUNE 30TH, I$1S See Notes A to N, pages 66 to 69, inclusive. LIABILITIES, CAPITAL STOCK AND SURPLUS Current Liabilities; Notes Payable---Banka .......................................................................................................................... Accounts Payable--Trade .. *S ,245,120.00 792,144.02 Wages Payable ..................... 757,807.69 Accrued Tastes ..................... Accrued Interest ................... i 823.SS4.00 97S,653.47 Other Accrued Liabilities... 39R99285 Indebtedness to Subsidiaries 206,015.10 Unclaimed Dividends........... 97,547.77 Employees' Deposits ........... 78,126.37 Deferred Income; On installment land sales, including interest. On uncompleted steamship voyage*............... 98^7276 S8.863.66 Long-Term Debt--Schedule X; Chile Copper Co. Twenty-Year 5% Gold Debentures, doe 1947.. Less held in Treasury............................................................... $28,962,000.00 2,137,000.00 26.1 45,000.00 Butte, Anaconda A Pacific Railway Co. First Mortgage 5% Sinking Fond Gold Bonds, doe 1944 (guaranteed as to both principal and interest by Anaconda Copeer Mining Company) Less held in Treasury................................................................. 1,621,000.00 85,000.00 1.5 4000.00 Reserve*--Schedule VI A; For Repairs, Renewals and Replacements Far Workmen's Campematiow Insurants; etc. For CoatingmcseC ** Far Deferred Affects* rndtr power contract in connection with curtailment of operations v:. Capital 8tock Capital Stock and Surplus of subsidiary companies owned by Minority Interest; Capital Stock Deficit applicable thereto. Capital Stock of Anaconda Copper Mining Company; Authorised--12,000,OCO shares oi the par value oi $50.00 each. Issued ............... ............ ........................................................... 8,919,066 share* Held in Treasury or through subsidiaries............................. 244,746 sham Outstanding .............................................................. Surplus--schedule VII A--e notes C, I and K, 162.75 579877 5,000.00 $69,073,991.27 2S7,856.42 28,381.000.00 1.497,961.52 4496,99478 1SR001A9A 66 ANACONDA COPPER MINING COMPANY and Subsidiary Companies NOTES TO CONSOLIDATED BALANCE SHEE1 Note A--Pr in c ip l e s Ap p l y in g in Co n s o l id a t io n In order to present the status of the registrant's interest in subsidiaries vhere the. interest owned (directly or through other subsidiaries) is 75% or more of the issued stock, he assets and liabilities of said subsidiaries as they appear upon the books of said subsidiaries are dist ibuted under appropriate headings on the Consolidated Balance Sheet, except that five subsidiaries more than 75% owned, where the amount of the investment is not relatively significant ($772,768.13), and where the operations of the subsidiaries are not an integral part of the operations of the consolidated g oup, are carried as investtncnt& in the Consolidated Balance Sheet. The interest of minority stockhold > of subsidiaries, the accounts of which are consolidated, is shown on the Consolidated Balance Sheet Accounts of subsidiaries in which the registrant's interest is less than 75% of the issued stock are not ( >nsolidated and the shares owned in these subsidiaries are carried as investments in the Consolidated Bal nee Sheet. Note B--Ba l a n c e s in Fo r e ig n Cu r r e n c ie s Cash balances in foreign currencies, not relatively material in amount, a e converted into dollars at rates not more favorable than those effective at June 30th, 1935. Current a sets and liabilities at the Toronto Plant of Anaconda-American Brass, Ltd., are carried in Canadian currency and have been converted into U. S. dollars at rates not in excess of rates current at June 30, 1935. Note C--Eq u it y o f Re g is t r a n t in Un c o n s o l id a t e d Su b s id ia r ie s The equity of the registrant in the assets of the unconsolidated subsidiai es shown separately on Schedule I A and the five unconsolidated subsidiaries referred to in Note A, h s decreased to the extent of $484,965.74 since the dates of acquisition as the result of profits, losses anc distributions, as shown by the books of said unconsolidated subsidiaries, but the cost thereof as sh< wn in the Consolidated Balance Sheet has not been adjusted for such decrease. ' Note D--In v e n t o r ie s o f Me t a l s a n d Ma n u f a c t u r e d Pr o d u c t s The metallic contents of copper am*, concentrates, and cupriferous materia s, and.line and lead ores and concentrates, while in treatment af/reduction plants up to the production < f blister copper, eketrolytic copper, metallic.>raC and lead txtfUoa, are classified as metals m process, B lister and electrolytic copper, metallic an^ftwi bullion, and other products and metals produced in connection therewith or therefrom, includustf^fcock. w o t Io at fabricating plants, are treated as finisl ed. Inasmuch as the apecarions at the reduction plants require a continuous nventory in process, the metals in the process inventories are carried at a calculated "normal cost," ba& I on an mwwl normal volume of production, which is below the equivalent of current market for tpetalUc content of such inventories. In accordance with the principleused in preparation of the accounts for t >e year 1933 and subse quently, finished metals and manufactured products on hand at June 30th, 935, (except- silver and gold which are carried at market quotations or less), have been valued (a) as to that part of tba.inventory which was equal to the quantity on hand at December 31st, 1934 at the it ventory price of Decem ber 31st, 1934 (which price was the same as that of December 31st, 1933, in' entories having declined in quantity in the year 1934), and (b) as to chat part of the inventory which e reeds in quantity inven tory on hand at December 31st, 1934 at production costs during the six months period coded June 30th, 1935. Inventory valuations determined in accordance with the foregoing met iod were below market prices for the various metals and products at June 30th, 1935. Certificates for refined copper, in eluded in inventory at $1,077,516.36, were pledged as of June 30th, 1935 with 1 oldcrs of notes payable. Complete physical inventories of metals and manufactured products on 1 md were not taken at June 30th, 1935. Inventories are, however, subject to continuous tests, and cbe king, both physical and in connection with financial and operating records, by employees of the registrai and subsidiaries. See Note C to Consolidated Profit and Loss Statement. 67 No t es t o Co n s o l id at e d Ba l a n c e Sh e e t (Cotitd.) Note --Su p p l ie s o n Ha n d Supplies on hand, including replacement parts as well as current suj ply items, are earned at cost. Owing to the curtailment of operations and distance from source of sup jly and markets, supplies on hand of certain metal producing subsidiaries, particularly those operatii Chile, were at June 30th 1935 somewhat in excess of current requirements. Complete physical ories of supplies on hand were not taken June 30th, 1935. Inventories are, however, subject to iu o u s tests and checking, both physical and In connection with financial and operating records, I ployees of the registrant and subsidiaries. Note F--In v e s t me n t s --Ba s is Investments in securities of unconsolidated subsidiaries and other . at cost or less, such cost being cash cost, or in the case of securities i transferred by the registrant or a consolidated subsidiary, the cost of j group after deducting depreciation to date of transfer, and do not security investments include shares of Inspiration Consolidated $10,914,107.51. y investments are carried in exchange for property roperty to the consolidated te current values. Other tr Company carried at Note G--Pr o p er t y , Pl a n t a n d Eq u ip me n t --Ba s is o f Va l u a t io n (a) Property, Plant ttnd Equipment of registrant are carried at ca properties acquired for stock of registrant at par value of such stock. (b) Property, Plant and Equipment of subsidiaries (the accouni Consolidated Balance Sheet) are carried at the difference between (1 respective subsidiary as set forth below, and (2) all net assets (other ment) of such subsidiary at the time when its. accounts were first indui Sheet of the registrant and subsidiaries, to which is added the cost of investment basis is the cash cost to the consolidated group of the st owned by such group, where the same was acquired by the group foi acquired by the consolidated group for stock of the registrant, the registrant, except as to properties of Andes Copper Mining Company acquired by said companies respectively for shares of their capital stex in the Consolidated Balance Sheet at the original par vaiue of the sh therefor (i.e., $25 per share), amounting in the case of Andes Coppe shares and in the case of Santiago Mining Company to 70,566 shares. Mining Company issued for property 998,036 shares were acquired h less than the original par value thereof and of said stock of Santiago were acquired (in 1930) by registrant at less than the original par v (minority interest) of Santiago Mining Company were carried in ments as outstanding minority interest at par from the date when first included in such statements. Upon the acquisition of such shar difference of $1,519,565.66 between the par value thereof and the t was transferred from minority interest to consolidated surplus. The dated surplus on account of the difference between the par value of Andes Copper Mining Company and Santiago Mining' Company an< its subsidiaries was $23,429,105.38. See answer to item 45 of this re to said 998,036 shares of stock of Andes Copper Mining Companj (c) It has been the practice of registrant, consistently applied i of subsidiaries the stocks oi which have been acquired and the accoun Consolidated Balance Sheet, to carry Property, Plant and Equipmen to the requirements of the United States Treasury Department, valu mining properties then owned have been recorded on the books for the | allowable as a deduction for '`depletion" in arriving at taxable incom laws, but these values have not been included in the published accour financial statements submitted herewith. The registrant has consistently followed the practice of not dedi on account of metals mined in any of its published accounts, and^r or in the case of physical which are included in this investment basis for the property, plant and equip the Consolidated Balance ;quent acquisitions. Such : the respective subsidiary , or where the same was ilue of the stock of the .antiago Mining Company ich properties are included if those companies issued ing Company to 1,000,000 aid stock of Andes Copper straat and subsidiaries at ig Company 65.431 shares .ereof. The 65,431 shares maoiidated financial statego Mining Company was the registrant in 1930 the : such shares to registrant imount credited to consoli tbove-mentioned shares of thereof to registrant and ion statement with respect own properties and those which arc included iu the [escribed above. Pursuant as of March 1, 1913 <>t e of computing the amount er the Federal income tax the registrant nor in the any amount for depletion h deduction is included in 69 No t e s t o Co n s o l id a t e d Ba l a n c e Sh e e t (Contd.) Note L--Co n t in g e n t Lia b il it ie s A contingent liability existed at June 30th, 1935 for acceptances covering foreign sales of copper r discounted in the ordinary course of business at various banks, on the greater part of which payment has already been received, and for exchange commitments most of which have been liquidated. All known liabilities are provided for in the Balance Sheets. Note M--Or e s Pr o d u c e d d u r in g d e v e l o p me n t p e r io d Ores produced during development period not being currently treated are carried at cost of extrac tion which is less than a conservatively estimated realizable value. Note N--Cu p r if e r o u s ma t e r ia l Cupriferous material held for future treatment is valued at United States Treasury Department valuation for income tax purposes, which is approximately the value of tie recoverable metals contained therein at current metal prices after deducting treatment costs, both as testimated by metallurgists of registrant. I 70 ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies (See Note CONSOLIDATED BALANCE SHEET--JUNE 30TH, 935 See Notes \to M, pages 72 to 75, inclusive. Current Afasts: ASSETS Cash on hand and in banks.......................................................... Marketable Securities--at cost (market value $981,170.63). Accounts and Notes Receivable--Trade.............................. $ 6850,64676 Less Reserve for doubtful notes and accounts--sched ule VI B .......................................................................... 310,538-65 $ 8, 79.3M.lft 1. 24,908.19 6, 40.102.11- Metals and Manufactured Products: Finished--see note C...................... In Process--see note C............ . Supplies o q band--see note D........ Indebtedness of Subsidiaries--current: Subsidiaries not consolidated in this Balance Sheet.............. 24,486,OIOSS' 3,i 50.599.84 4, 52728.11 276775 $ 49,035767.1.1 Other Assets: Cupriferous material held for future treatment--see note M Installment house and land sales and other accounts receivable .................................................................................... Less Reserve for doubtful accounts--schedule VI B.. 1,130,982.26 185,00070 Advances to sundry mining companies, including advances oo ores .............. ......................................................................... Less Reserve for doubtful accounts--schedule VI B. 320,66270 67,116.16 Notes Receivable of Inspiration Consolidated Copper Co. secured by (6,933,000.00 First Mortgage 7% Gold Bonds of that company (being the total amount of said bonds issued)--see note I................................................ -................. Interest accrued thereon.................................................... 6,933,000.00 341,496.08 Investments: Subsidiaries less than 100% owned or with outstanding bonds, whose accounts are consolidated in the general Consolidated Balance Sheet: Securities--schedule I B see notes E sad J................................ .............. Indebtedness--not current--schedule XI........................................................ Other subsidiaries whose accounts arc not consolidated in the general Consolidated BaMug Sheet: Securities--MajpUl I. B--see note E.................... ........................................ Indebtedness--esreat--sebedots XI........................ ................................ Other Security ItrvA&UMts--see note E................................ ............................... 3, 3674676 S 15^8276 2 >3,546.44 72 4,496.08 2952 376284 3,8 9,039JO 157 8754.65 7! 3,34878 137 0,89188 11,810771.54 328701,996.75 Property, Plant sad Equipment see note 9i Mines and Mining Claims, Water Rights and Lands for UetaL Producing and Manufacturing Plants--schedule II B.............................................. .......... Coal Mines, Timber Lands. Phosphate Deposits, and Clay Lands--schedule II B.................................. ............... 9,626,40086 Less Reserve for Depletion--schedule III B.............. 1935,65581 Buildings and Machinery at Mines. Reduction Works. Re6neries. Manufacturing Plants. Sawmills, Foundries, Waterworks and Railroads (including railroad conces sions to the extent of $14.446.62)--schedule II B.......... Less Reserve for Depreciation--schedule III B___ 149,365.738.72 86794,500.15 Intangible Asset*--schedule IV:' Patents .......................................... Deferred Charges: Development (Coal and Phosphate Properties). Prepaid Insurance, Taxes, etc..................................... Deferred experimental, lease and other expenses 86Jt >88185 7, '453)5 63,07 73877 157,022,88577 .6 020.00 88 .5IJ74 24 .030.72 33 .434.94 1,465,979.40 $548,043,020.39 - 71 ANACONDA COPPER MINING COM`ANY and 100% owned Subsidiary Companies (See Note A) CONSOLIDATED BALANCE SHEET--JUNE ; JTH, 1935 See Notes A to M, pages 72 to 75, inclusiv Current Liabilities: LIABILITIES, CAPITAL STOCK AND SUlfPLUS Notes Payable--Banks.................................................................................................. $ 4S.822.120.00 Accounts Payable--Trade .......................................................................................... 5,030,163.49 Wages Payable ............................................................................................................ 674,0dSJ2 Accrued Taxes .............................................................................................................. 1.869.932.10 Accrued Interest..................................................... 480.138.43 Other Accrued Liabilities ................................. 742,361.56 Indebtedness to Subsidiaries--current: Subsidiaries less than 100% owned, whose accounts are consolidated in the general Consolidated Balance Sheet 1,913,210.14 Other subsidiaries, whose accounts are not consolidated in the general Consolidated Balance Sheet- Unclaimed Dividends Employees' Deposits $ 59,850,431.76 Deferred Income: On installment land sales, including interest Reserve*--schedule VI B: For Repairs, Renewals and Replacements 194,602.96 For Contingencies For Deferred Payment under power contract in connection with curtailment of operations 1,324,536.18 486,673,449.49 72 ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies (See Note i ) NOTES TO CONSOLIDATED BALANCE SHEET Note A--Pr in c ip l e s Ap p l y in g in Co n s o l id a t io n Assets and liabilities of subsidiaries which are wholly owned and which ow< ho long term or funded debt to persons other than the registrant and which may be considered in p actical effect operating divisions of the registrant, itself an operating company, are consolidated in the f iregoiag Balance Sheet, except that five subsidiaries where the amount of the investment is not relatively gnificant ($772,768.13) and where the operations of the subsidiaries are not an integral part of the of :radons of the consolidated group are carried as investments in the Consolidated Balance Sheet. Subsidiaries which are not wholly owned or which owe long term or fund'd debt to persons other than the registrant, and which accordingly are excluded from the foregoing i alarm* Sheet, are (a) certain domestic subsidiaries, namely, Anaconda Lead Products Company, Butt : Anaconda and Pacific Railway Company, Butte Water Company, and four other subsidiaries of roino significance, all of the above-mentioned subsidiaries being included at $6,931,553.37 under investment: in the foregoing bal ance sheet, which represents an equity of $1,082,499.29 in net current assets; a id (b) all subsidiaries whose principal operations are conducted in foreign countries (except Anacond American Brass, Ltd., a Canadian subsidiary), namely, Andes Copper Mining Company, Chile Copper Company, and-Greene Cananea Copper Company, and subsidiaries of such companies, all such subsid trie* being included at $288,331,809.17 under investments in the foregoing balance sheet, which r presents an equity of $16,409,127.27 in net current assets. The foregoing balance sheet reflects the accounts of the registrant and ks subsidiaries whose principal operations in the production and fabrication of metals and other I roducts are conducted in the United States and Canada. As the results of transactions entered into 1 y the registrant for the 'benefit of the group, whose accounts are consolidated in die foregoing balanc sheet, cannot well be segregated from transactions entered into by the registrant as an operating unit the foregoing Balance Sheet and the following Consolidated Profit and Loss Statement for the compa ies whose accounts are consolidated in such Balance Sheet have bees submitted, in lieu of a profit am loss statement for the registrant only. In order to present the status of the registrant's interest in these consolk ited subsidiaries, their assets and liabilities as they appear upon the book* are distributed appn priate headings on the foregoing Consolidated Balance Sheet. Note B--Ba l a n c e * !* Fo r e ig n CuanENcns Cash balances in foreign currencies, not relatively material in amount, are qmverted into dollars at rates not more favorable than those effective at June 30th 1935, Current assdk and liabilities at the Toronto Plant of Anaconda-American Brass, Ltd., are carried in Cqnarfiqn ct rency and have been converted into U. S. dollars at rates not in excess of rates current at June 30th 935. Note C--In v e n t o r ie s o f Me t a l s a n d Ma n u f a c t u r e d Pr o d u c t s The metallic contents of copper ores, concentrates, and cupriferous mater ds, and zinc and lead ores and concentrates, while in treatment at reduction plants up to the produc ion of blister copper, electrolytic copper, metallic zinc and lead bullion, are classified as metals in pro :ess. Blister and elec trolytic copper, metallic zinc, lead bullion, and other products and metals produ< td in connection there with or therefrom, including stock in works at fabricating plants, are treated as finished. Inasmuch as the operations at the reduction plants require a continuous in entory in process, the metals in the process inventories are carried at a calculated "normal cost", hased on an assumed normal volume of production, which is below the equivalent of current market for le metallic content of such inventories. In accordance with the principle used in preparation of the accounts for t1' 1 year 1933 and subsequently, finished metals and manufactured products on hand at June 30th, ly35 (except silver and 73 No t es t o Co n s o l id a t e d Ba l a n c e Sh e e t (Contd.) gold which are carried at market quotations or less), have been value* (a) as to that 0f ^ ^ vehtory which was equal to the quantity on hand at December 31st 19; l at the inventory price of De cember 31st, 1934 (which price was the same as that of December 31st, 1933, inventories having declined in quantity in the year 1934), and (b) as to that pan of the inventory whi on hand at December 31st, 1934 at production costs during the six n jnths period ended June 30th 1935. Inventory valuations determined in accordance with the forego ig method were below market prices for the various metals and products at June 30th, 1935. Cert ficates for refined copper, in cluded in inventory at $1,077,516.36, were pledged as of June 30th, 193 I with holders of notes payable. Complete physical inventories of metals and manufactured product i on hand were not taken at June 30th, 1935. Inventories are, however, subject to continuous tests nd checking, both physical and in connection with financial and operating records, by employees of the registrant and subsidiaries. See Note C to Consolidated Profit and Loss Statement for registram and 100% owned subsidiaries. Note D--Su p p l ie s o n Ha n d Supplies on hand, including replacement parts as well as current si p ply items, are carried at cost. Complete physical inventories of supplies on hand were not taken June 3 th, 1935. Inventories are, how ever, subject to continuous tests and checking, both physical and in coi neetdon with financial and oper ating records, by employees of the registrant and subsidiaries. Note E--In v e s t me n t s --Ba s is Investments in securities of subsidiaries whose accounts are not c msolidated in the general Con solidated Balance Sheet, and other security investments are carried at e st or less, such cost being cash cost, or in the case of securities issued in exchange for property transfered by the registrant or a consolidated subsidiary, the cost of such property to the consolidated grou i after deducting depredation to date of transfer, and do not indicate current values. Investments in securities of subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet ar carrieii on the basis on which their properties are included in said general Consolidated Balance Shew , as. set forth in paragraph (b) of note G to the Consolidated Balance Sheet. Such basis does not i idicate current values. Other security investments include shares of Inspiration Consolidated Topper Company carried at $10,914,107.51. Note F--Ph o p e r t y , Pl a n t a n d Eq u ip me n t --Ba s is o f Va l u a t io n (a) Property, Plant and Equipment of registrant are carried at cas i cost, or in the case of physical properties acquired for stock of registrant at par value of such stock. (b) Property, Plant and Equipment of subsidiaries (the accounts of which are included in this Consolidated Balance Sheet) are carried at the difference between (1) the investment basis for the respective subridiary as set forth below, and (2) all net assets (other han property, plant and equipment) of such subsidiary at the time when Us accounts were first indu !ed in the general Consolidated Balance Sheet of the registrant and subsidiaries. Such investment basis is the cash cost to the consolidated group of the stock of the respective subsidiary owned by such grou ) , where the same was acquired by the group for cash, or where the same was acquired by the consolidat d groop for stock of the rcgistrant, the par value of the stock of the registrant. (c) It has been the practice of registrant, consistently applied to own properties and those of subsidiaries the stocks of which have been acquired and the accounts of which are included in this Consolidated Balance Sheet, to carry Property, Plant and Equipment described above. Pursuant to the requirements of the United States Treasury Department, valuation as of March 1, 1913 of mining properties then owned have been recorded on the books tor the purpose >f computing the amount allow- able as a deduction forJ"depletion" in arriving at taxable income undei the Federal income tax laws, but these values have not been included in the published accounts of the registrant, nor in the financial statements submitted herewith. * The registrant has consistently followed the practice of not ded ing any amount for depletion on account of metals mined in any of its published accounts, and no sue a deduction is included in any of the financial statements submitted herewith. Reference is made to ai swer to item 7 of this registra- tion statement for a description of the present condition of the propertie and estimated ore reserves. ISR001502 74 Noras t o Co n s o l id a t e d Ba l a n c e Sh e e t (Contd.) Depletion based on. cost has in the case of timber, coal, day and phosphal : lands, been deducted from income in the financial statements submitted herewith and also from the basis shown in the Consolidated Balance Sheet. (d) In the Consolidated Balance Sheets of the registrant and its subsidiary s heretofore published, the depreciation reserve, shown on the books of The American Brass Company and certain other subsidiaries as of the dates the stocks of those companies were acquired by the r^istraot, was deducted in stating the plant and equipment account of those companies in the Consolidi ed Balance Sheet and was not included in depredation reserve. The foregoing Consolidated Balanc Sheet indudes such accumulation in the depredation reserve. This change does not affect the net amount at which such fixed, assets are carried, nor does it affect consolidated surplus, o t any othe item other than the separate items of plant and equipment and depreciation reserve. (e) The values of Property, Plant and Equipment are shown on the bast i above set forth and do not indicate current values which could be established only by current app aisali. Note G--Fe d e r a l In c o me Ta x e s A determination of the amounts due for Federal Income taxes for the ta. ah> years up to and including that ended December 31st, 1929 has recently been made by the United S ates Treasury Depart- meat and this amount together with interest to June 30th, 1935 has been included in Accrued Taxes, Audits of returns for subsequent years have either not been made or have been completed. Note H--Bo n d s o f Su b s id ia r y Gu a r a n t e ed As of June 30, 1935, Butte, Anaconda and Pacific Railway Company had t sued and outstanding (excluding $85,000.00 principal amount held in treasury of registrant) $1, 536,OC DUO principal amount of First Mortgage 5/o Sinking Fund Gold Bonds, due 1944. These bonds are guaranteed both as to principal and interest by the registrant (referred to m answer to item 11, Coltimt F of this registration statement). Note /--No t e s Re c e iv a b l e --In s p ir a t io n Co n s o l id a t e d Ca p p er Co mp a n y These notes represent cash advances daring and subsequent to 1932 of' $6,03^,,412.69 plus notes of $895,587.31 delivered in payment of accrued interest on such notes. A portion these advances has provided the major put of the cost of carrying the properties of Inspiration Cooak lidated Copper Company during shut-down period. Note J--Eq u it y in Su b s id ia r ie s No t Co n s o l id a t e d Investments in subsidiaries which are not wholly owned or which owe long ormor funded debt to persons other than registrant, which are included iu the general Consolidated B ala cc Sheet of the regis- trant and subsidiaries but not in the Balance Sheet of the registrant and 100% o med subsidiaries, car- ried at $295,263,362.54 as shown on Schedule I-B, have not been reduced by accumulated deficits. less profits, of such subsidiaries since date of first inclusion in Consolidated Balance Sheet of registrant and subsidiaries, which net deficits at June 30, 1935 amounted to $12,461,293. all of which has been reflected in the general Consolidated Balance Sheet. Note K--Sum.ua Included in Surplus are: (a) A credit of $21,909,539.72 arising from indijsion in Consolidated Balance Sheet of assets and liabilities of Andes Copper Mining Company at the mounts shown in its books, (b) a credit of $20,816,1S8.49, being the excess of the proceeds of the ssue of 3,109,598.54 shares of stock of registrant over the par value thereof and (c) a charge of $11 J07.498.50, being dis count and expense on issuance and premium on redemption of bonds redeemed th ough funds obtained by issuance of stock above referred to. which items (b) and (c) are set forth in answer to item 45 of this registration statement. See paragraph (c) to Note F as to practice regarding epletioo. IS R 001503 7* No t e s t o Co n s o l id a t e d Ba l a n c e Sh e e t (Cootd.) Note L--Co n t in g e n t Lia b il it ie s A contingent liability existed at June 30th, 1935 for acceptances covering foreign sales of copper, discounted in the ordinary course of business at various banks, on tl e greater part of which payment has already been received, and for exchange commitments most of 4hich have been liquidated. All known liabilities are provided for in the-Balance Sheets. Note M--Cu p b if e b o u s Ma t e b j a l Cupriferous material held for future treatment is valued at United States Treasury Department valuation for income tax purposes, which is approximately the value 'f the recoverable metals contained therein at current metal prices after deducting treatment costs, both as stimated by metallurgists of registrant. ANACONDA COPPER MINING COMPANY (Registrant only) BALANCE SHEET--JUNE 30TH, 1933 See Notes A to J, pages 78 and 79 following. Current Assets: ASSETS Cash on band and in banki.......................................................................................... Marketable Securities--at cost (market value $320,413.25)............................ Account* and Notes Receivable--Trade............................ $ 885,022.26 Less Reserve (or doubtful notes and account*--ached* uie VI C............................................................................... 100719.33 $ 79 ,04278 Si: 52S.45 7* 30273 Metals and Manufactured Products: Finished--*e note B................................................................................................. In Process--see note B................................................ .......................................... Supplies on hand--see note C..................................................................................... Indebtedness of Subsidiaries--current: Subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet--schedule XI.......................................................... ................... Other Subsidiaries, whose accounts are not consolidated in the general Consolidated Balance Sheet .............................................................................. 7,125 12Z20 2,676 >8448 2,535 57961 376, 4567 7, 26.95 $ 14719429.37 Other Assets: Cupriferous material held for future treatment--see note J.............................. Installment house and land sales and other accounts receivable .................................................................................. 474,672.65 Less Reserve for doubtful accounts--schedule VI C.. 53,000.00 Notes Receivable of Inspiration Consolidated Cooper Co. secured by $6,933,000.00 First Mortgage 7% Gold Bonds of that company (being the total amount of said bonds issued)--see note H.................................................................. Interest accrued thereon .................................................. 6733,000.00 341,496.08 3,336. . USA 421.6 2.65 7234.4S 108 11,032,515.49 Investments: Subsidiaries whose aceoonts are consolidated in the gen eral Consolidated Balance Sheet: Securities--schedule 1 C--see notes A and D...................................... Indebtedness--not current--schedule XI.......................................... . Other Subsidiaries, whose accounts are not consolidated in the general Consolidated Balsas* Sheet; Securities--schedfltyiC -see note D............................................................. Indebtedness--oat event ................................................................................ Other Security Investments--ee note D.............. ................... .......................... 361683,64 .47 13779 .03 12,847,49 74 Xk 75 27176,64- 62 391,388720.01 Property, Plant and Equipment- see note B; Mines and Mining Claims, Water Rights and Lands for Metal Prodonmg and Masu/actnring Plants--schedule II C.................................... .. Coal Mines, Timber Lands, Phosphate Deposits and Clay Lands--schedule II C.................................................. 7,057477.61 Less Reserve for Depletion--schedule III C.............. 1J68786.1I Buildings and Machinery at Mines. Reduction Works, Refineries. Manufacturing Plants. Sawmills, Foundries, Waterworks and Railroads--schedule II C...................... Less Reserve for Depteciation-a-schedule 111 C.......... 55,589,581.55 36,161,12672 79,471706 59 5788,491 10 19,428.454. J 104,188,652.92 Deferred Charges: Development (Coal and Phosphate Properties) Prepaid Insurance, Taxes, etc................................ Deferred expenses .................................................... 888.5137 I 85,8647 ' 78.3667 J.052J4S.07 $522,482,062.86 1SR001505 77 ANACONDA COPPER MINING COUI ANY (Registrant only) BALANCE SHEET--JUNB 30TH, 1935 See Note* A to J, page* 78 and 79 fallowing. Current Liabilities: LIABILITIES, CAPITAL STOCK AND SURPLUS Notes Payable--Banks .................................................................. .......................... Accounts Payable--Trade .......................................................................................... % 42,322,120.00 918.040.75 Wages Payable ........................................................................ -................................. 318,469.11 Accrued Taxes................................................................................................................ 1,174.875.95 Accrued Interest............................................................................................................ 452,638.43 Other Accrued Liabilities ........................................................................................... 711,711.22 Indebtedness to Subsidiaries: Subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet ........................................................................................................ 1,934,601.05 Other Subsidiaries, whose accounts are not consolidated in the general Consolidated Balance Sheet ............................................................................... 703.92 Unclaimed Dividends ................................................ A...................................... 78^04U7 $ 47,911,964.50 Deferred Income: On installment land sales, including interest Reserve*--schedule VI C: For Repairs, Renewals and Replacements.............................................................. For Workmen's Compensation Insurance, etc..................................................... For Contingencies ........................................................................................................ For Deferred Payment under power contract in connection with curtail ment of operation*................................................................................................ .. 176.201.31 157,78294 250.000.00 450.000.00 166,631.54 1,033,984.25 Capital Stock and Sorpin*: Capital Stock (see item 1QA of registration statement);' Authoraed--12,000,000 shares of the par value of $50.00 each Issued ....................................................................................... Held ia Treasury .................... ................. .......................... 8,919,086 share* 244,467 shares Out*Ua<tii%- .....................................I....'......................... 8,674,619 shares Surplus--schedule VII C--tee note* A F sad l.................................................. 445.954.300.00 12.223,350.00 433.730.950.00 39,638,532.57 473.369.482.57 $S22,482.062 86 -'V 73 ANACONDA COPPER MINING COMPANY (Registrant only) NOTES TO BALANCE SHEET Note A--Eq u it y in Co n s o l id a t e d Su b s id ia r ie s a t Ju n e 30t h , 1935 Investment in directly owned subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet as shown on the books of registrant amounted to.... $361,683,641.47 The equity of registrant in the net assets of the same consolidated subsidiaries as shown on the books of the latter amounted to........................................................................1............. 345,791,296.30 A difference of....................................................................................................................... $15,892,345.17 Of this difference the amount of $10,972,334.55 represents accumulated Lcfidts, less profits, of such subsidiaries arising since the date of first inclusion of the assets and liabilit :es of such subsidiaries in the Consolidated Balance Sheets, which accumulation is reflected in the genei Consolidated Balance Sheet, Profit and Loss Statements, and Surplus Accounts, but is not reflected ij the foregoing Balance Sheet of registrant only. The investment of the registrant in consolidated subsidiaries represents an in net current assets and an equity of $321,913,944.41 in fixed assets, invest sheet classifications, as included in the Consolidated Balance Sheet on the luity of $39,769,697.06 its and other balance applicable thereto. Not* B--In v e n t o r ie s o r Me t a l s a n d Ma n u f a c t u r e d Pr o d u c t s The metallic contents of copper ores, concentrated, and cupriferous als, and zinc and lead ores and concentrates, while in treatment at reduction plants up to the produ of blister copper, electrolytic copper, metallic zinc and lead bullion, are classified as metals in pcocj Blister and electro lytic copper, metallic zinc, lead bullion, and other products and metals produced connection therewith or therefrom, including stock in works at fabricating plants, are treated as fini: Inasmuch as the operations at the reduction plants require a continuous metals in the process inventories arc earned at a calculated "normal cost", volume of production, which is below the equivalent of current market for the inventories. rentory ia process, the on an assumed normal tlic content of such In accordance with the prinetpi* o*ed in prop*radon of the accounts for year 1933 and subse- quexHiy, finished metals and manufactured' products on hand at Jute 30th, 1935-1 (except silver and gold which are carried at market qtfe<attoo or less),,have been valued (a) as to part of the inventory which was equal to the quantity oo hand at December 31st, 1934 at the in ry price of December sist, 1934 (whichtha'swnir u that of December 31st, 1933, invent* ies haviog declined in quantity in the yeaKgpl^aBd ta that part of the inventory which is quantity inventory on hand at Deceaig||g|a^ 1934 at production costs during the six months 1935. Iaventory-eSfiSSW determined is. accordance with the foregoing iod ended June 30th, were below market prices for the variou* joetals sad products at June 30th, 1935. Certificates for copper, included in inventory at $1,077,516.36, wqre pledged as of June 30th, 1935 with holders f notes payable, Complete physical inventories of metals and manufactured products oc June 30th, 1935. Inventories are, however, subject to continuous tests and and in connection with financial and operating records, by employees of the were not taken at ing, both physical t and subsidiaries. Note C--Su p p l ie s o n Ha n d Supplies on hand, including replacement parts as well as current supply hams, are carried at cost. Complete physical inventories of supplies on hand were not taken June 30th, 35. Inventories are, however, subject to continuous tests and checking, both physical and in connexion with financial and operating records, by employees of the registrant and subsidiaries. Note D--In v e s t me n t s --Ba s is Investments in securities of subsidiaries, whose accounts are not consolidatl in the general Consoiidated Balance Sheet, and other security investments are carried at cost o( less, such cost being cost, or in the case of securities issued in exchange for property transfc by the registrant or a consolidated subsidiary, the cost of such property to the consolidated ip after deducting depreciation to date of transfer, and do not indicate current values. Investraeni in securities of subsidiaries whose accounts are consolidated in the general Consolidated Balanc Sheet are carried on IS R 001507 No t e s t o Ba l a n c e Sh e e t (Contd.) 79 the basis on which their properties are included in said general Consol dated Balance Sheet, as set forth in paragraph (b) of note G to the Consolidated Balance Sheet. Su< Tb^is does'not indicate current values. Other security investments include shares of Inspiration Cons lidated Copper Company carried at $884,522.49 (Mines Investment Corporation, a 100% owned subsi [iary, having an additional invest ment in shares of Inspiration Consolidated Copper Company carried ; ; $10,029,585.02). Note E--Pr o p e r t y , Pl a n t a n d Eq u ip me n t --Ba s is o f Va l u a t io * (a) Property, Plant and Equipment of registrant are carried it cash cost, or in the physical properties acquired for stock of registrant at par value of such stock. of (b) It has been the practice of registrant, consistently applied to is properties, to carry Property, Plant and Equipment as described above. Pursuant to the requiremei s of the United States Treasury Department, valuations as of March 1, 1913 of mining properties then owned have been recorded on the books for the purpose of computing the amount allowable as a deduo onfor "dep!etion', in arriving at taxable income under the Federal income tax laws, but these values h; ve not been included in the pub lished accounts of the registrant, nor in the financial statements submit ed herewith. The registrant has consistently followed the practice of not ded .cting any amount for depletion on account of metals mined in any of its published accounts, and no such deduction is included in any of the financial statements submitted herewith. Reference is made t answer to item 7 of this regis tration statement for a description of the present condition of the pro ertiea and estimated ore reserves. Depletion based on cost has in the case of timber, coal, day and phosphate lands, been deducted from income in the financial statement submitted herewith and also f oca the cost -b^sia shown in the Consolidaied Balance Sheet. (c) The values of Property, Plant and Equipment are show* o the bases above set forth and do not indicate current values which could be established only by ct Tent appraisals . Note F--Fe d e r al In c o me Ta x e s A determination of the amounts due for Federal Income taxes >r the taxable years up to and induding that ended December 31st, 1929 has recently been made by th United States Treasury Department and this amount together with interest to June 30th, 1935 has ! eea included in Accrued Taxes. Audits of returns for subsequent years have, either not been made c -have not been completed. Note G--Bo n d s o f Su b s id ia r y Gu a r a n t e e d As of June 30, 193S, Butte, Anaconda and Pacific Railway Cooq my ha4 issued^aad outstanding (excluding $85,000.00 principal amount held in treasury of registrant' $l^36,Q00.0Q principal amount of First Mortgage 5% Sinking Fund Gold Bonds, due 1944. These b ads are guaranteed both as to principal ahjfjntemt by the registrant (referred to in answer, to item ' 1, Column F of this registnm statement)-. Note H--Re c e iv a b l e --In s p ir a t io n Co n s o l id a t e d Co p p e r Co Lp a n y These notes, represent cash advances during and subsequent to l 32'of $6,037,412.69 plus of $895,587.31 delivered in payment of accrued interest on such notes A portion of these a<K.t:u-rs has provided the major part of the cost of carrying the properties of nspiration Consolidated Co ih x t Company during shut-down period. Note I--Su r p l u s Included in surplus are: (a) a credit of $10,257,914.72, being tl difference between the s inr of Andes Copper Mining Company stock at $25.00. per share (original par value), the.basis on * rnch said shares have been included in the general Consolidated Balance S' cet since 1920, and the c )*t ` i such stock to registrant as shown by its books, (b) a credit of $20,816 158.49, being the excess proceeds of the issue qf 3,109,598.54 shares of stock of registrant ovet the par value thereof, in a charge of $11,907,498.50. being discount and expense on issuance a id premium on redempn bonds, redeemed through funds obtained by issuance of stock above re 'erred to, which items 11* (c) are set forth in answer to item 45 of this registration statement. Note J--Cu p r if e r o u s Ma t e r ia l Cupriferous material held for future treatment is valued at Unit^i States Treasury Department valuation for income tax purposes, which is approximately the value .f the recoverable met3ls con- cained therein at current metal prices after deducting treatment costs both-as estimated by metallurgisu of registrars. 80 ANACONDA COPPER MINING COMPANY and Subsidiary Companies CONSOLIDATED PROFIT AND LOSS STATEMENT YEARS ENDED DECEMBER 31ST. 1932, 1933 AND 1934 AND SIX MONTHS E 1DED JUNE MTH, 19SS Se Notes A to J inclusive, pages 82 to 84 following. Gross Sales and Earnings: To others than subsidiaries or affili ates ...........................................................$46,676,466.40 To unconsolidated subsidiaries......... 4,612,495.44 $67,257,383.20 5,223,646.28 $90,143 185.91 9,006 149.73 $56,821766.12 3,598,395.20 Cost of Sales--Operating expenses, development, maintenance and re pairs, administrative, selling and general expenses and taxes, except income taxes--sales to the extent of current production being applied at current cost (see attached schedule --Cost of Sales and note C for 1932 basis) .............................................. 51,288,961.84 55,855,495.36 Balance............................................................ Other Income: Dividends received--schedule IX A. Interest--on loans and advances to unconsolidated subsidiaries --o q securities and notes and accounts of others-- see note I............................... Profit or Loss on bonds retired-- see note G.............................................. Miscellaneous income............................. Profit on sale of capital assets (set , note J) .................................................. 4366333.52 68,926.40 8.746.95 412,738.24 266798.86 72,481,029.48/ 67,054,417.00 5,426.612.48 54,104.35 38749.87 572,557.54 930,060.23. 243723.44 99,149, >35.64 82,053 327.58 17,096, >08-06 32, >64.09 58, 104.67 617, 40.29 405, >96.56 261, 77.53 44, 24.49 60,420,161.32 47789.973.16 12,630.188.16 12,532.70 4,957.17 333719.48 19,743.78 159,531.05 128,497.76 757710.45 1339,195.43 1.418, 07.63 619,694.38 Income or Loss................................ Interest paid--on notes payable to banks ............................. --on bonds........................... --on' other accounts.......... 3,80932337 3,450275.93 1,808X04.70 173736.53 7765,807.91 18,515, 15.69 13749,882.S4 3,483,636.65 1717,450.18. 174.95774 2,985) >31.36 1.542, 1874 139. 12.12 1,326707.87 731746.54 3,197.69 Expenses pertaining- (ft. now-operating units, including expenditure during strike period in year 1934................... United States and Foreign Income Taxes--estimated .................................. 5,432,047.16 2,626,651.09 327,194.60 5,376,044.57 4,666, 6172 2,876,801.08 - 3747, 19070 391,06179 1,565, 03.47 2,060,652.10 966,470.86 902,003.38 8.385,892.85 8,643,906.94 9.979, 55-89 3,929,126.34 12,19531532 1378,09933 8.535. 59.80 9,320756.20 Loss on disposal or dismantlement of fixed assets (see note J)...................... Provision for depletion of coal mines, timber lands, phosphate deposits and clay lands (without deduction for depletion of metal mines),.......... 4,310,282.25 49,366.17 24.977.36 5,146704.56 9,467.93 6,103, 6577 200 34.41 22.475.33 36 46.41 3374.488.S6 64723.94 35,302.03 Discount on bonds....................................... 4,384.625.78 313,398.56 5,178.147.82 265,868.51 6,339 46.19 236 19.86 3,974,514.53 111,826.15 4,698,024.34 Net Income or 14tt Loss without de$16,89324026 5,444,016.33 J 6,822,11536 6,575 66.05 $ 1,960 ( 93.75 4.086,340.63 $ 5.234,415.52 Italics denott loss. ANACONDA COPPER MINING COMPA* and Subsidiary Companies SCHEDULE--COST OP SALES YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTH ENDED JUNE 30TH, 1935 Co s t o f Sa l e s Yar ua Yiv 1 Sfai Mlk - l it Costa--operating expenses, develop ment, maintenance and repairs, de preciation, administration, selling and general expenses and taxes, except income taxes, including ex penses pertaining to non-operating _ units and expenditures during strike period in year 1934...............$58,030,694.42 $71,166,324.71- $S3,7|l2,323.47 $56702,203.18 Less expenses pertaining to nonoperating units including expendi tures during strike period in year 1934 charged Profit and Loss.... 2,626,651.09 2,876,801.08 3,7fc7J,09070 966,470.86 55,404,043.33 Inventory of metals and manufac tured products--beginning............ 49,448,603.39 68,289,523.63 44,686,869.11 79,9p5<23277 38,6^4,245.79 55,235732.32 30,493,185.61 104,852,646.72 112,976,392.74 118,649,478.56 Inventory of metals and manufac tured products--end........................ 44,686,869.11 40.775771.18 30,443,185.61 85,728,917.93 34,064,456.21 60,165777.61 Depredation charged Profit and Loss ....................................................... 4,310782.25 72,200,621.56 88.1! 5792.95 51,664,461.725,146,204.56 6.K 1,265.37 3.874,488.56 Cost of sales--sales to extent of current production being applied at current ctNf (for 1932 basis see noteC) ............................. ...$55,855,495,36 $67,0S4,417.00 $82,0$,027.58 $47,789,973.16 No t e--Provision for doabtful accounts is included in above cast in the s nounts of: For the calendar year 1932.................................. $199,636.99 For the calendar year 1933 ............................... 459,670.83 For the calendar year 1934 ................................ 425,996.14 For six months endedJune 30th, 1935.... 29,002.56 ?r-`82 ANACONDA COPPER MINING COMPANY and Subsidiary Companies NOTES TO CONSOLIDATE? PROFIT AND LOS8 STATEMENT Not4 A--Ba s is This statement covers the registrant and subsidiaries where the interest o ned (directly or through other subsidiaries) is 75% or more of the issued stock, excepting five subsi iaries, the operations of which are oot an integral part of the operations of the consolidated group i the investment in which ($772,768.15) is not relatively significant and whose earnings amounted to |5.14 for 1932, $13,026.54 for 1933, $18,072.80 for 1934 and $17,826.06 for the six months ended June :h, 1935. (See note A to Consolidated Balance Sheet of registrant and subsidiary companies.) Net Income or Net Loss, as shown tor the years 1932, 1933 and 1934 p the foregoing Consoli- dated Profit and Loss Statement, is as shown in the published statements to tockholders of registrant for those years, and no attempt has been made to allocate surplus adjust; [ents (applicable to such years respectively) made in subsequent years, including provision for defer; d payment under power contract in connexion with curtailment of operations, to the Net Income or Low of the respective year to which the same are applicable. Note B--In t e b -Co mp a n y Sa l es Intercompany sales so far as can be ascertained have been eliminated at Consolidated Profit and Loss Statement include only sales to others than re subsidiaries. the sales shown in the and consolidated Non C--In v e n t o r y Ba s e s The general practice of inventory valuation followed in the three years <1 six months ended June 30, 1935, was as follows: , 1. Valuation in Consolidated Balance Sheet. . .. (a) As of December 31, 1931 and 1932 inventories of metals an hand (J cctptihg. silver and gold which were and are carried at.market quotations or lew) were carried at marl (allowance being made for metals sold under firm contract), which market was less than coat (b) As of December 31, 1933, inventories q ! metals were carried at coat, Such cost was calculated as follows: Inventories of duty free copper in the producing companies were valued at their production cost; purchased metals cost; aud other ioweotary at average production cost for the year 1933, whic and below the average, of 1932 cost of inventory. hich was below market, nited- States of foreign 'ere valued at purchase cost was below market (c) As of December 31, 1934, inventories of metals were carried at cost, hich was below market. Such cost was calculated as follows: (1) As to that part of the inventory was equal to the quantity on hand at December 31, 1933 at the inventory price of December 31, 933, and (2) as to that part of the inventory which exceeded in quantity inventory on hand at Decem |r 31, 1933 at production cost during the year 1934. Inventories of duty free copper in the United S companies were valued at their production cost. Purchased metals were valued of foreign producing purchase cost (d) As of June 30, 1935. inventories of metals were carried (!) as to it part of the inventory which was equal to the quantity on hand at December 31, 1934 at the invento price of December 31, 1934 as described above and (2) as to that part of the inventory which exceed in quantity the inventory on hand at December 31, 1934 at the average production cost during the ix months ended June 30, 1935. Inventory valuations determined in accordance with the foregoing m :hod were below market for the various metals on June 30, 1935 (See Note D to Consolidated Balance iheet). 2. Valuation for purposes of Consolidated Profit and Loss. In ascertaining consolidated profit and loss during the period under review,jeost was used, and not the market to which inventories had been adjusted on the balance sheet for Decepiber 31, 1931 and 1932 as described under 1(a) above. 1S R 001M I 83 No t es t o Co n s o l id a t e d Pr o f it a n d Lo s s St a t e me n t (Contd.) (a) In 1932, metals sold were charged out at cost, such cost being dtke rmined by the first-in firstout method as applied to inventories other than normal stocks. The diffe ence between the aggregate cost of the normal stock and other inventories, and the amount at which uch inventories were carried in the balance sheet for December 31, 1932, to wit, $9,914,440.23, was nc t charged to profit and loss but was charged to surplus. (b) In 1933, the procedure used in 1932 was changed to a last-in fir t-out basis, that is the consolidated profit and loss account was stated on the basis of applying curr cost of metal production to sales to the extent of current production, and sales in excess of curr nt production were carried into the consolidated profit and loss account at the inventory cost. Such nventory cost was the same as the inventory cost used for balance sheet purposes described under 1 0) above. The change from the first-in first-out method followed in 1932 to the basis described for 19:3 was not material in affecting the comparability of results between the two years. As a consequent of the increase in market prices at the end of 1933, the balance sheet valuation of inventories of meta s at December 31, 1933 was increased from the market basis used at December 31. 1932 to cost basi (as set forth in paragraph (b) above under "Valuation in Consolidated Balance Sheet"), which was below the current market, The profit of $3,715,031.32 attributable to the change from market to cos was credited to surplus in 1933, and not to the profit and loss account. (c) In the year and six months ended June 30, 1935, the same p>ropedure was followed as in 1933. No charge or credit was made to Surplus at the end of 1934 and June 30, 1935, as a result of inventory adjustment, because cost having continued below current m cet, inventories for balance sheet purposes were carried at cost at such times. Note D--El imin a t io n o f In t e r c o mp a n y Paorrrs Inter-company profits, where these are material,, have been eliminate* in the Consolidated Profit and Loss Statement. The principal inter-company transactions are sales >f copper and other metals to manufacturing subsidiaries. The inventories of manufacturing subsidi iries include, so far as is ascertainable, no inter-company profit Any inter-company profits resulting from transactions in' connection ' th purchases and sales of supplies and furnishing of services and in. connection with refining and melting operations are not material in amount and have not been eliminated. Note E--Ba s is or Co n v e r s io n or Fo r e ig n Cu r r e n c y It e ms Where sales of the products of the registrant's subsidiaries (except Anaconda-American Brass, Ltd. operating ta Canada) are made in foreign currencies it is the practice o sell an equivalent amount of the foreign currency involved for United States dollars. The profit and its? of Anaconda-American Brass, Ltd. at tbe end of each period has been converted for the purposes o : this profit and loss statement into dollar* at rates not in excess of the rates current at the end of th respective period. In the year 1933 a surplus adjustment correcting the valuation of current assets u Canada and Mexico was made and is included in the surplus account--Schedule VII A--for that ye r. Note F--Se l l in g , Ge n e r a l a n d Ad min is t r a t iv e Ex t e n s e s It has been the practice of the registrant to include in and not to segiegaite from other expenses included in cost of sales, selling, general and administrative expenses, and thi information is not reasonably available to the registrant. Note C--Pr o f it o r Lo s s o n Bo n d s Re t ir e d Beginning with 1933, profit or loss on bonds retired is included in Cot solidated Profit and Loss Statement; in 1932, same was carried to Surplus. The practice was changed in this regard in order to conform the financial statements with the basis required by United States ii .come tax laws- Note H--Div id e n d s a n d Ea r n in g s o f Pr in c ip a l Un c o n s o l id a t e d Su r s h ia r ie s No dividends were paid to the registrant by any unconsolidated subsid i ry during the years 1932, 1933, 1934 or six months ended June 30th 1935. The amount of the rq iistrant's proportion of the No t t s t o Co n s o l id a t e d Pr o f it a n d Lo s s St a t e me n t (Contd.) net current earnings or losses of the principal unconsolidated subsidiaries shown: :pn*dy on Sched ule I A and the five unconsolidated subsidiaries referred to in Note A amounted to: Loss Profit $787,523.25 $144,663.37 Stan MR $567,603. 3 $312,779.91 Note l--In t e r e s t --In s p ir a t io n Co n s o l id a t e d Co p p e r Co mp a n y There is included in Interest on securities and notes and accounts of others, interest on notes of Inspiration Consolidated Copper Company, as follows: $193,562.65 for 1932, $3; 2,669.45 for 1933, $449,14329 for 1934 and $221708.00 for the six months ended June 30, 1935, of w h :h $895,587.31 was paid by delivery of additional notes. (See note J to Consolidated Balance Sheet of registrant and subsidiary companies.) Note J--Pr o f it a n d Lo s s o n Sa l e o f Ca p it a l As s e t s Where profit on sale of capital assets is incidental to ordinary dismantlement or retirements oi property, plant and equipment the same is carried into Profit and Loss statements, Losses arising in connection with similar transactions are treated in the same manner. <% ANACONDA COPPER MINING COUPjlNY and 100% owned Subsidiary Corapanie CONSOLIDATED PROFIT AND LOSS STAT1 WENT YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MON 'H8 ENDED JUNE 30TH, IMS See Notes A to I inclusive, pages 87 and 88 folio Gross Sales and Earnings: Yw MS s*.______ JauMth, MM To others than subsidiaries or affil iates .................................................. $40,609,858.97 To subsidiaries less than lOO^fc owned included in consolidated accounts ............................................ 739,246.58 To unconsolidated subsidiaries.... 3,203,643.29 $51,253,664.44 1 56,641.392.90 1,542,499.46 4,749,369.20 2,169,946.46 7793,597.97 $41,578,063.18 1206,728.36 3,027,255.65 Cost of Sales--operating expenses, development, maintenance and re pairs, administrative, selling and general expenses and taxes, except income taxes--sales to the extent of current production being applied 44,552,748.84 57,545,533.10 '6:604,937.33 45.814,047.19 at current cost (see attached sched ule Cost of Sales and note C for 50,468.248.44 56,391,570.81 70,487,033.31 39,354.813.08 5215.499.60 1,153,96229 6,117^04.02 6.459234.11 Other Income: Dividends received--schedule IX B. Interest--on bonds of and loans and 243,711.00 198,44125 16974125 1,312,296.07 advances to subsidiaries less than 100% owned or with bonds out standing included in consolidated accounts ........................ ................... --on loans and advances to un 138,691.15 191,985.51 205,599.95 101,560.89 consolidated subsidiaries.... --on securities and notes and ac 8746.95 38749X7 58,304,67 4,957.17 counts of others--see note G Profit on bonds of subsidiary retired 378,651.92 537,029.32 604,504.56 325,024.88 (see note IT)................................... Miscellaneous income........................ 258,791.97 6,162.50 233,010.13 258,69077 167.691.59 1,028,592.99 1205,378.58 1296,84120 1,911,530.60 Income or Loss. Interest paid u 4286206.61 2,359,340.87 7,414,74522 8,370,764.71 --on nntfK pnrt accounts of subsid iaries')^* than 100% owned in- 2,865,692.57 2,920,664.41 2,471.072.13 1,118,012.48 cludea fit consolidated accounts. --on other accounts....... ................... Expenses pertaining to non-operadng 48,722.91 17,248.95 2,931,664.43 106,645.96 66,692.02 3,094,002.39 137239.64 94,83124 2703,143.01 '25235.15 3,014.32 1,146261.95 units, induding expenditures during United States and Foreign Income Taxes--estimated 2,337,06125 9 2,579,043.69 3,628,504.58 295,339.01 939,965.34 296,983.80 5,268.725.68 5,673,046.08 6.626286.60 2,383,211.09 Income or Loss.............................. 10J55.632.29 Provision for depredation.................... Loss or gain on disposal or dismantle 2,132.661.76 ment of fixed assets (see note I)... Provision for depletion of coat mines, 45,121.55 timber lands, phosphate deposits and clay lands (without deduction for depletion of metal mines) ......... 24,977.36 2,202.760.67 Net Income or Net Loss without de duction for depletion of metal mines $12258292.96 3213705.21 2,459,141.53 12,181.33* 22,475.33 2.469,435.53 $ 5.783J40.74 787758-62 2,951,585.88 74,495.54 5,987.553.62 1769,997.27 28,421.87 36246.41 3,062.327.83 35,302,03 1,833,721.17 227426921 $ 4,153,832.45 'Denotes credit in a debit category. Italics &t*ot* loss. as ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies SCHEDULE-COST OP SALES YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS 1 NDBD JUNE 30TH, 1933 Cost o f Sa l e s Costa--operating expenses, develop ment, maintenance and repairs, depredation, administration, sell' ing and general expenses and taxes except income taxes, including ex penses pertaining to non-operating units and expenditures during strike period in year 1934............. $51,753,143.22 $59,104,611.54 $67,33.- 495.90 $45,498,903.40 Less expenses pertaining to non-op. erating units, including expendi tures during strike period in year 1934 charged Profit and Loss... 2,337,061.25 2,579,043:69 3.621 504.58" .939,965.34 49,416,081.97 56^25,567.85 63,70 991.32 44,558,938.06 Inventory of metals and manufac tured products--beginning........... 38,255,450.14 35,070,621.91 31.184talO.61 21.451,882.74 87,671,532.11 91,596,18976 94^9C|301.93 66,010,820.80 Inventory of metals and manufac tured products--end...................... 35,070,621.91 32745,477.42 21,451 882.74 24,886.010.45 52,600,910.20 58.850,712.34' 73,438 619.19 41,124,810.35 Depredation charged Profit and Loss ......... ..........................2,132,661.76 2,459,141.53 2,951 585.88 1,769.997.27 Cost of SalaajjjjjjftM to. extent of current pra^MNnE- being applied at current caMpfpc 1932 basis see note C)..........\.........................$50,46874844 $56,391,57051 $70,487 033.31 $39,354.813 08 No t e--Provision for doubtful accounts is induded in above costs in the s uounts of For the calendar year 1932................... $19677779 For the calendar year 1933............................. 428,197.13 For the calendar year 1934 ............................. 377,028.07 For six months endedJune 30th. 1935.... 29,875.46 1SROO1 5 j 5 87, ANACONDA COPPER MINING COMPA and 100% owned Subsidiary Companies NOTES TO CONSOLIDATE!) PROFIT AND LOSS S' S'ote A--Ba s is This statement covers the registrant and subsidiaries which are w American Brass Company tor the years ended December 31st, 1932 although up to February 17th, 1933 registrant owned 99.967 per cent The American Brass Company, the remaining 50 shares being acquire and which owe no long term or funded debt to persons other than the r considered in practical effect, operating divisions of the registrant, exc operations of which are not an integral pan of the operations o! the investment in which ($772,768.13) is not relatively significant, and whose for 1932, $13,026.54 for 1933, $18,072.80 for 1934 and $17,826.06 for the 1935. (See note A to Consolidated Balance Sheet of registrant and 12 panies.) Net Income or Net Loss, as shown for the years 1932, 1933 and 19dated Profit and Loss Statement, is on the basis of published statements for those years, and no attempt has been made to allocate surplus adjustmen respectively) made in subsequent years, including provision for deferred pa in connection with curtailment of operations, to the Net Income or Net which the same are applicable. Note 8--- In t EE-Co mPANY SALES Inter-company sales so far as can be ascertained have been eliminated Consolidated Profit and Loss Statement include only sales to others than subsidiaries, included in this statement. Note C--In v e n t o r y Ba s e s The general practice of inventory valuation followed in the three yea June 30, 1935, was as follows: 1. Valuation in Consolidated Balance Sheet. (a) As of December 31. 1931 and 1932 inventories of metals on hand excepting silver and gold which were and are carried at market quotations or less) were carried at market (allowance being made for metals sold under firm contract), which market was less than ost. (b) As of pecember 31, 1933, inventories of metals were carried at a it: which was below market. Such cosCifU calculated as follows: Purchased metals were valued at purchase cost: nd other inventory at average production cost for the year 1933, which cost was belo r market and oelow the average of 1932 cost of inventory. (c) As of December 31, 1934, inventories of metals were carried at co t, which was below mar ket. Such cost was calculated as follows: (1) As to that part of the tnve: tory which was equal to the quantity on hand at December 31, 1933 at the inventory price of Decembe 31, 1933, and (2) as to that part of the inventory which exceeded in quantity inventory on hand December 31, 1933 at production cost during the year 1934. Purchased metals were valued at p;uithase cost. (d) As of June 30, 1935, inventories of metals were carried (1) as to hat part of the inventory which was equal to the quantity on hand at December 31, 1934 at the inventojy price of December 31. 1934 as described above and (2) as to that part of the inventory which ex c eded in quantity che in ventory on hand at December 31, 1934 at the average production cost durinj die six months ended June 30, 1935. Inventory valuations determined in accordance with the mg method were below market for the various metals on June 30, 1935 (See Note D to Consolidat d Balance Sheet). 2. Valuation for purposes of Consolidated Profit and Loss. In ascertaining consolidated profit and loss during the period under *, cost was used, and not the market to which inventories had been adjusted on the balance sheet for December 31, 1931 and 1932 as described under 1 (a) above. No t e s t o Co n s o l id a t e d Pr o f it a n d Lo s s St a t e me n t (Contd.) (a) fn 1932, metals sold were charged out at cost, such cost being determined by the first-in first-out method as applied to inventories other than normal stocks. The difference between the aggre gate cost of the normal stock and other inventories, and the amount at whilh such inventories were carried in the balance sheet for December 31, 1932, to wit, $9,914,440.23, was not charged to profit and loss but was charged to surplus. (b) In 1933, the procedure used in 1932 was changed to a last-in first- at basis, that is, the con solidated profit and loss account was stated on the basis of applying current ic of metal production to sales to the extent of current production, and saies in excess of current pre luction were carried into the consolidated profit and loss account at the inventory cost. Such invente cost was the same as the inventory cost used for balance sheet purposes described under 1 (b) jve. The change from the first-in first-out method followed in 1932 to the basis described for 1933 ws | not material in affecting the comparability of results between the two years. As a consequence of the rease in market prices at the end of 1933, the balance sheet valuation of inventories of metals at Decer 31, 1933 was increased from the market basis used at December 31, 1932 to cost basis (as set forthlin paragraph (b) above under "Valuation in Consolidated Balance Sheet"), which was below the current market. The profit of $3,715,031.32 attributable to the change from market to cost was credited to surplus in 1933, and not to the profit and toss account. (c) In the year and six months ended June 30, 1935, the same procedurd was followed as in 1933. No charge or credit was made to Surplus at the end of 1934 and on June! 30, 1935, as a result of inventory adjustment, because cost having continued below current market,| inventories for balance sheet purposes were carried at cost at such times. Note D--El imin a t io n o f In t e e -Co mp a n y Pe o f it s Inter-company profits, where these are material, kave been eliminated in] the Consolidated Profit and Loss Statement. The principal inter-company transactions are sales of popper and other metals to manufacturing subsidiaries. The inventories of mannfacturing subsidiaries include, so far as is ascertainable, no inter-company profit. Any inter-company profits resulting from transactions in connection with! purchases and of , supplies and furnishing of services and in connection with refining and smelting operations are not material in amount and have not been eliminated. Nolt E--Ba s is o f Co n v e r s io n o f Fo r e ig n Cu r r e n c y It e ms The profit and loss of Anaconda-American Brass, Ltd. at the end of verted for the purposes of this profit and loss statement into dollars at rates current at the end of the respective period. In the year 1933 a surplus valuation of cufreat-asaets in Canada was made and is included in the surplus --for that year. period has been connot in excess of the ijustment correcting the aunt--Schedule VII B Not* F--St a n d Ad min is t r a t iv e Ex p e n s e s It has been th* practice of the registrant to include in and not to te from other expenses included in cost of sales, selling, general and administrative expenses, and this information is not rea- sociably available to the registrant. Not G--In t e r e s t --In s p ir a t io n Co n s o l id a t e d Co p p e r Co mp a n y There is included in Interest on securities and notes and accounts of othfers, interest on notes of Inspiration Consolidated Copper Company, as follows: $193,562.65 for 193x, $372,669.45 for 1933, $449,143.29 for 1934 and $221,708.00 for the six months ended June 30, 1931, of which $895,587.31 was paid by delivery of additional notes. (See note I to Consolidated Balance) Sheet of registrant and 100%-owned subsidiary companies.) Note H--Pr o f it o r Lo s s o n Bo n d s o p Su b s id ia r y Re t ir e d Beginning with 1933, profit or loss on bonds of subsidiary retired is Profit and Loss statement; in 1932, same was carried to surplus. The pr regard in order to conform the financial statements with the basis required tax laws. luded in Consolidated was changed in this United States income Note I--Pe o f t t a n d Lo s s o n Sa l e o f Ca p it a l As s e t s Where profit on sale of capital assets is incidental to ordinary diamaatl^ property, plant and equipment the same is carried into Profit and Loss state connection with similar transactions are treated in the same manner. its or retirements of frmes arising in f, .v.y-Ri A. : ANACONDA COPPER M INING COMPANY and 100% owned Subiidiary Companies 8 C H S D U L K I I B--P R O P E R TY ', P L A N T A N D E Q U IP M E N T 1S s *1 00 0 C<*O 8 o0C* S- fio/O>>O08*D*4t gfN S 2 seCCOOn 8 ft N 3 O? it to 44 8o *n of 44 OvQsAsont-O>o-**or o w foAC*OSt vsCN^OPoNs (0CSO|* s 0k 44 44 44 it 200* 3- 8N)80 (SoA. --wIoN3Ao*30rN>**T% i 8 <00o 1 cn ' aN sAooTt 44 44 44 vt s s Os swel c*t ins it ?* S' s s K * 8 oN s s 1 8 sf fpst.' i1 1 ** 3 44 44 'O N i S8 44 44 *o I! 82 A u> s* 3 s M* * it $ <u*>> N0 44 J2 M S> Ss g i 44 git *4 o> 5 a44 vorNttCfN0s--oCOOj 44 lA <0V. 3 it ^r t3n 44 0vs N 8 SS V3)(?NA & 44 *4 8 fs* % il 3 ro <* 85 S3 i R NfvO 8= IVS) os N*-i-0> rs $ 5<Os'fS<n*sjrf 2s9V> 1 m' IS V) Wf0s)* (0AS.*t10<00S.| noWJ ATkA g <N O n I s i 88 ,^M8O> us 0IkAOk 8Os <d 0N 44 44* it 4* 44 44 44 44 44 44 44 to 44 i iI -8 fs. si R a00o -- c* W fsj s '5 83 3 S : sil 5*13 sv` CO it it - 8 '? o > * ftCO s 8 Si i Ej --<5 w00t i* *2 4* 44 8 8 O- #t 8 3l OlAO ; a*4 ] &orT 44 t a kNS4) K44N i i !- oTT|l 441 :o *5* O 8<- JaJ i *? 2 as = l5-o 2-S-c J"'r lg--5|^S;2 ji.silH S-c < 1 U UU 'Ji UICiI Wttuitd H t-{- ht-hh O OO OCOO 2 2Z 2ZZZ JSR00J524 I IN O T E 3-- Includes an am ount o f $860,622.70 obsolescence applicable to p rio r years (see note 3 to schedule B fo r y e a r 1932). N O T E A-- Depletion of Coal Mines, .Tim ber Lands. Phosphate Deposits and C lay Lands is calculated on a u n it o f production basis. JSR0O1527 ANACONDA COPPER MINING COMPANY SCHEDULE IV--INTANGIBLE ASSETS Btluall durtnf PHnI nrunriltur^* Ddoctiau_____ I miMCtkn wfrh period ci rtd P*tMt rifttt* to Sunful B*UUiipca*r*tet<d Co n s o l id a t e d Ba l a n c e Sh e e t o p Re g is t r a n t a n d Su b s id ia r y Co mp a n ie s Patents Calendar year 1932............................. $ 235,699.97 $ 875.97 $ 236,575.94 Calendar year 1933............................. $ 236,575.94 $ 41.93 $ 236,617.87 Calendar year 1934--see note 1.... $ 236,617.87 $ 150,6 .00 $ 86,617.87 Six months ended June 30th, 1935-- see note 2.......................................... $ 86,617!87 $ 80,! 12.87 ? 6,105.00 Co n s o l id a t e d Ba l a n c e Sh e e t or Re g is t r a n t a n d 100% o w n e d Su b s id ia r y Co mp a n ie s Patents Calendar year 1932............................. $ 85,614.97 $ 875.97 Calendar year 1933............................. ? 86,490.94 $ 41.93 $ 86,490.94 $ 86,532.87 Calendar year 1934............................. $ 86,532.87 $ 86,532 87 Six months ended June 30th, 1935-- see note 2............................... .. $ 86,532.87 $ 80, 12.87 $ 6,020 00 No t e 1__Book value of patents expiring in 1934 not previously written off. No t e 2__Patent rights and expenses in connection therewith written off c r l dissolution of a lOOr owned subsidiary company. No t e 3__Intangible assets represent patents which have been written own to nominal value- Further write-offs are not being made. JSftOfl -CD CD S i~e^rs!< j'h s s s 101 r cSw^foooo vfsij*wf*4iON' O*g*N-*Oo" <N * e^N O--C- COoC'--OO&iflfa-jO55 SS = S? 5S53SM>gf M -- HF)N o5 r*0" o co n oo ss^ssg g IBS I b 1o a* --a p Ss 9 9s 9 s s -= 8 -.E 28 i ss r-. so > g|8 | SsS s' * TM* .Eo oa and 100Jo owned Subsidiary Companies SCHEDULE V I B--RESERVES I`'"XI 'O " -- OCD' CD --* f*5 2S lS 33 I>So cot^ IS s's* I -- it d'O tttoi <sa ifl 9* s s as N t~i is. tn ss CD --' N-NfONNOO 3 2n(O<Q -- 'nOnOONrswv5o f^^`a-OjJ-iO'vinnAo K*RiS-. r5i8>j' -*9-so *O0s 9CsD<< O' 'O OS fs| ^ 3<2>sC$<S * N fi ai w OioWn tauuu ss 0 z X) c < * ** p as -C- Si p o o! o o ~ 2-0 S^rs 5''S5-S* 2*s ,ti 2 S v s si s > J, 2 E I is|g i- X ft y C -O m O u c S 2!~ 8a 'gS1^s&a-2 ft <c w a -* -r--a "3., l! o. . 121-1*1 O =6-3-0 O *: Sts 2 i ; <3 *-=i'E'o TM a 8g s u O. # S-5 E 'Jts oj2: u jU a a o 2 5 3 -5- s z iaa 3. c: 3 1.1 s s ^s s o u-a-2 c 5! i P " 2*='i"- g s a rf S ft's g. O= . "i " 3 lli.sj l| 0 3' = S's M "-O <55uO g UOu'ttu0'UuQ'UOu.Uho..U0h.. e0 O Ht - JH 5 > =So =~ o0S000o K.u,fe.u,ta.u.4< *- fi~Q aCw5 co U <^-<osSu(a g oooaooSS u.u.a,u.u,u,c. *OJ ** > 0.* 5 <<pt*oQ UOfc-* ttuo.UOk.,Uw0.U0utUwo.Uios- ;1 i~ Ssl |IS ;"3 h-a i J-o-S 55 J tfs! f ANACONDA COPPER M INING COMPANY (Registrant only) N O T E 1 On J u ly 23, 1935, a settlement contract w ith The Montana Power Company waa made, effective as o f U ay 1, 1935, and which settled this reserve was credited. T h e contract has been given effect in the balance sheets herew ith submitted, the $450,000 rem aining i m ent contingently due in the furore.,______________________________ ___ OOs 0--9 K Si asorasT S 8 3 Si S ^ fi10 ^ S? is o SmS 828kS J *0 K g 105 ANACONDA COPPER MINING COMPANY (Registrant only) SCHEDULE VII C--SURPLUS ACCOUNT-SIX MONTHS BONDED JUNE 30TH, 1935 Net Income--without deduction for depletion of metal mines Charges to Surplus: Additional Federal income taxes for years 1926, 1928 and 1929 and interest accrued thereon to June 30th, 1935 ............................ Credits to Surplus: Reserve for deferred payment under power contract in connection with curtailment of operations not now required--see note A... $ 2,418,011.47 $945,423.92 328,254.46 Net Charge to Surplus ............. Net Increase in Surplus....... Surplus at beginning of period. Surplus at end of period............. 617,169.46 $ 1,800,842.01 37,837.^0.56 $39,638,532.57 No t e A--An agreement with The Montana Power Company, dated Ju 23rd, 1935, effective May 1st, 1935, was made under which Anaconda Copper Mining ompany agreed to make certain payments, to assume certain obligations, and to transfer cei property in settlement of any liability to The Montana Power Company for amounts claime 1 under previous contracts cover- ing minimum quantities of power to be used by Anacond Copper Mining Company. This agreement has been given effect to in the Balance Sheet a d Surplus Account of the regis- trant for June 30th, 1935, and in connection therewith the a n ount of the accumulated reserve not required, $328,254.46, was credited to Surplus. No t e B--Included in surplus are: (a) A credit of $10,257,914.72, 1 :ing the difference between the value of Andes Copper Mining Company stock at $25.00 per share (original par value), the basts on which said shares have been included in the general consolidated balance sheet since 1920, and the cost of such stock to registrant as sho^u by its books, (b) a credit of $20,816,158.49, being the exdess of the proceeds of the issue of 3,109,598.54 shares of stock of registrant over the par value thereof, and (c) a charge of $11,907,498.50, being discount and expense on issuance and premium on redexnp of bonds redeemed through funds obtained by issuance of stock above referred to, w ich items (b) and (c) are set forth in answer to item 45 of this registration statement. 106 ANACONDA COPPER MINING COMPANY and Subsidiary Companies SCHEDULE VIII A--SUPPLEMENTARY PROFIT AND LOSS INFO IMATION YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS EN lED JUNE 30TH, 1935 OL A Itaa CoL B QitrrU te Coats CoLC Ou ik I te Profit aa4 1 Cal. D CBsr(W to ikm Acctxnt CM.E Total Ye a * e n d e d De c e mb e r 31s t , 1932 Maintenance and repairs.................................$ 4,581,750.89 Depreciation.............................................................. Depletion of coal mines, timber lands and phosphate deposits.............................. Depletion oi cupriferous material held for future treatment.................................... Taxes (other than income taxes)------- 2,659,520.22 Rents and royalties........................ 234,351.22 $ 4,310,282.25 19,746.90 5,230.46. $2,81 99 333,21 .07* $ 4,584.562.88 3,977,065.18 19,746.90 5,230.46 2,659,520.22 234,351.22 Ye a s e n d e d De c e mb e r 31s t , 1933 Maintenance and repairs.................................$ 5,206,047.05 Depreciation.............................................................. $ 5,146,204.56 Depletion of coal mines, timber lands and phosphate deposits 22,475.33 Taxes (other than income taxes).... 2,463,385.86 Rents and royalties.................................. 244,747.80 23,561 52 282,157 54* $ 5,229,608.57 4,864,047.02 22,475.33 2,463,385.86 244,747.80 .. . Ye a r e n d e d De c e mb e r 31s t . 1934 Maintenance and repairs.................................$ 6,244,179.43 Depredation.................................................... $ 6,103,265.37 Depletion of coal mines, timber lands and phosphate deposits 36,246.41 Taxes (other than income taxes).... 2,705,438.05 Rents and royalties....................... 180,138.34 $ 241,991 40 7,587 39 95,567 50'' 6,486,170.83 6,110,852.76 36.246.41 2,801,005.55 180,138.34 Six mo n t h s e n d e d Ju n e 30t h , 1935 Maintenance and repairs.................................$ 4,665,010.19 Depredation.................................................... Depletion of coal mines, timber lands and phosphate deposits $ 3,874,488.56 35.302.03 Taxes (other than income taxes)_____ 1,377,936.48 - Rents and royalties...................... 117,835.97 ? 278,250 'B "Denotes credit in debit category. $ 4,943,260.97 3,874,488.56 35.302.03 1,377,936.48 117,835.97 No t e--The items as shown above contain all charges of a material am oifit falling under the different classifications. An analysis of the Operating Accounts h s been made with a view to segregating all items of a material amount falling under th se classifications. 107 ANACONDA COPPER MINING COMP/ NY and 100% owned Subsidiary Compani SCHEDULE VIII B--SUPPLEMENTARY PROFIT AND LOSb INFORMATION YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MON' HS ENDED JUNE 30TH, 1935 OMri*d tm C^4U Chtr|d bo PnAt ( h>J|0< tO OtflMT Ye a s e n d e d De c e mb e r 31s t , 1932 Maintenance and repairs............... .. $ 3,563,645.39 Depreciation.............................................. Depletion of coal mines, timber lands and phosphate deposits...................... Depletion of cupriferous material held for future treatment...................................- Taxes (other than income taxes).... 2,219,824.48 Rents and royalties................................. 156,393.36 * $ 2,132,661.76 19746.90 5,230.46 30,854.38* 333,217.07* $ 3,532791.01 1799,444.69 19746.90 5,230.46 2719.824.48 156,393.36 Ye a r e n d e d De c emb er 31s t , 1933 Maintenance and repairs........... .. $ 4,255,469.51 Depreciation.............................................. Depletion of coal mines, timber lands and phosphate deposits.................... .. Taxes (other than income taxes).... 1,980,76351 Rents and royalties......... ....................... 173,536.77 $ $ 2,459,141.53 22,475.33 19,634.11* 296,039.07* $ 4735,835.40 2,163.102.46 22,475.33 1580,763.91 173,536.77 Ye a r e n d e d De c e mb e r 3 1s t , 1934 Maintenance and repairs__________$ 4,866,880.14 Depreciation.............................................. Depletion of coal mines, timber lands and phosphate deposits...................... Taxes (other than income taxes)..., 2.051.353.84 Rents and royalties................................. 111,929.65 $ $ 2,951,585.88 36,246.41 66,808,18* $ 4,800,071.96 7,587.39 2,959,173.27 58,563.50 36,246.41 2.109,917.34 111,929.65 Six mo n t h s e n d e d Ju n e 30t h , 1935 Maintenance and repairs________ 3,716,787.39 Depreciation.............................................. Depletion, of coal mines, timber lands and phosphate deposits...................... Taxes (other than income taxes).... 1,076,78588 Rents and royalties................................. 86,494.73 $ $ 1769,997.27 35.302.03 5,355.68* $ 3,711.43171 1769,99727 35.302.03 1,076785.88 86,494.73 `Denotes credit in debit category. No t e--The items as shown above contain all charges of a material amount falling under the different classifications. An analysis of the Operating Acc i unts has been made with a view to segregating all items of a material amount falling ijider these classifications. 108 ANACONDA. COPPER MINING COMPANY and Subsidiary Companies SCHEDULE IX A--INCOME FROM DIVIDENDS YEARS ENDED DECEMBER 31ST, 1332, 1933 AND 1934 AND SIX MONTHS ;NDED JUNE 30TH, 1933 CalA CL B AiMoat Marketable securities Other investments . Ye a s e n d e d De c e mb e r 31s t , 1932 $ 1,250.00 67,676.40 $68,926.40 Ye a s e n d e d De c e mb e r 31s t , 1933 Marketable securities.................................................................. ....................... Other investments ......... .................................................................................... $ 650.00 53,454.35 $54,104.35 Ye a h e n d e d De c e mb e r 31s t , 1934 Marketable securities........................................................................................... Other investments .............................................................................................. $ 1,100.00 31,164.09 $32,264.09 Six mo n t h s e n d e d Ju n e 30t h , 1935 Marketable securities.................................................................... Other investments ........................ ...................................................... '................ $ 691 JO 11,841.00 $12,53270 109 ANACONDA COPPER MINING COMPANY and 1QQ% owned Subsidiary Compan SCHEDULE IX B--INCOME FROM DIV1D1 ND3 VEARS ENDED DECEMBER UST, 1932, 1933 AND 1934 AND SIX MON pHS ENDED JUNE 30TH, 1935 CoLA TltU ai l*4u* tad Nu m ot limr Cub ittrHwii. Prc4t ia4 Lo ShlaMt Col. c Amount aI Eoulijr o4r*rUtrw<4& nArnlllaaCcma' Ye a s En d e d De c e mb e r 31s t , 1932 Capital Stock ot Butte Water Co. Marketable securities .................... Other investments .......................... $ 178,902.00 1,250.00 63.559.00 ? 243711.00 $ 130,940.20 Yk a x En d e d De c e k b e x 31s t , 1933 Capital Stock of Butte Water Co. Marketable securities...................... Other investments .......................... $ 149.14125 650.00 4S.650.00 $ 198,44125 $ 102,960.39 Ye a e En d e d De c e mb e r 31s t , 1934 Capital Stock of Butte Water Co. Marketable securities...................... Other investments ........------- ,$ 149,141.25 1 100.00 19,500.00 $ 56,988.26 $ 169,741.25 Six Mo n t h s En d ed Ju n e 30t h , 1935 Capital Stock of Butte Water Co..................... Capital Stock of Greene Cananea Copper Co. Marketable securities........................................... Other investments ................................................ $ 74,574.37 1 129,305.00 691.70 7725.00 $1,112296.07 $ 50,047.-t9 3,237,099 31* 'This amount is registrant's equity in earnings of Greene Cananea Copper Cpmpany and its subsidiary entire period covered by this schedule. 1 Ill ANACONDA COPPER MINING COW PANY SCHEDULE XI--INDEBTEDNESS OP SUBS DIARIES JUNE 30TH, 1933 CONSOUDATED BALANCE SHEET OF Re g is t r a n t a n d Su b s id ia r y Co w p a n e s Indebtedness of Subsidiaries--not current: Subsidiaries whose accounts are not consolidated: The Peileyre Mining & Milling Co.................................................... .... Park Premier Mining Co.......................... .................................................................. Mountain City Copper Co............................................................................................. Park Konold Mines Corp'n.................................................. ...................................... Park Nelson Mining Co............................................................................................... Four other subsidiaries Co n s o l id a t e d Ba l a n c e Sh e e t o f Re g is t r a n t a n d 100% o w n e d Su b s id ia r y C< mp a n ie s Indebtedness of Subsidiaries--not current: Subsidiaries less than 100% owned or with outstanding long term or funded debt whose accounts are consolidated in the general Consolidat d Balance Sheet: Andes Copper Mining Co....................... Butte, Anaconda & Pacific Railway Co. Santiago Mining Co................................ Southern Development Co..................... Three other subsidiaries.......................... Indebtedness of Subsidiaries--not current: Subsidiaries whose accounts are not consolidated in this or the gene il Consolidated Balance Sheet: As detailed above......... Four other subsidiaries Ba l a n c e Sh e e t o p Re g is t r a n t o n l t Indebtedness of Subsidiaries--current: Subsidiaries whose accounts are consolidated in the general Consolida sd Balance Sheet: Montana Hardware Co.......................... International Smelting & Refining Co. Three other subsidiaries........................ Indebtedness of Subsidiaries--not current: Subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet: Mines Investment Corp'n...................... Andes Exploration Co. of Maine... . Andes Copper-Mining Co..................... Butte, Anaconda 8c Pacific Railway Co. Butte Electric Railway Co...................... Deer Lodge Valley Farms Co............... Santiago Mining Co................................ Blackfoot Land Development Co........ Southern Development Co................... Western Hotel Co.................................. Three other subsidiaries -...................... ? 261,559.20 216.134.18 144.229.19 125,239.33 28,229.70 $ 775,391.60 14,986.93 ? 790,378.53 $ 1,801.331.38 1.542.550.51 38S.837.19 80,735.02 8,585.20 $ 3,819,039.30 $ 775.391.60 14.956.78 $ 790,348.38 $ 340.635.27 23.S58.12 11,751.68 $ 376,245.07 $ 6,594.614.73 2.815.56180 1.800 896 68 1,542.390.91 489.680 3 254.32 2 64 246.805 01 107.529 57 80.735 02 39.677 54 8,585.20 $13,980,799.03 112 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies CONSOLIDATED BALANCE SHEET--JUNE 30th, 1933 See note* A to G, page 113 following. ASSETS Cu r r e n t As s e t s : Cash on hand and in banks.................................................. Marketable Securities--at cost (market value $840.84) Accounts and Notes Receivable--Trade...................... $ 1,908,280.98 Less Reserve for Doubtful Notes and Accounts-- schedule VI ................................................................ 254,160.89 $ 980 365.94 358.00 1,654 120.09 Metals and Manufactured Products, Finished and In Process--set note B............................................................................................................... Supplies on hand--see note C........................................................................ Other Current Assets: Indebtedness of Officers and Employees.................. Indebtedness of Affiliates--schedule XI.................. 63,876.32 274,82947 4,187 138.24 234 379.77 338 705.69 $ 7,395,567.73 In v e s t me n t s : Security Investments--see note D............................................................... Real Estate--Land and Buildings................................. 61.842.01 Less Reserve for Depreciation--schedule III___ 6,197.34 70 138.64 55 >44,67 126.083.31 Pr o p e r t y , Pl a n t a n d Eq u ip me n t --see note E: Land--schedule II............................................................................................ Buildings, Machinery, Equipment. Reels. Spools, Cases and Diamond Dies--schedule II.................... Less Reserve for Depreciation--schedule III... 14,763,330.18 3,867,070.13 1,423,175.07 10,896.160.05 12,319.735.12 In t a n g ib l e As s e t s : , Patents, Processes, etc.--schedule IV................ -ess Reserve for Depreciation--schedule V 14, 14.31 4, 53.28 10,361.03 De f e r r e d Ch a r g e s : Prepaid Expenses ................................................ Other Deferred Charges--see note F............. 46. 83.54 249, 64.78 295.548.32 $20,147,295.51 LIABILITIES, CAPITAL STOCK AND SURPLUS Cu r r e n t Lia b il it ie s : Accounts Payable--Trade: Reels, Spools and Cases returnable by customers.... Other..................................................... ................................ $480,945.63 228,294.64 $ 709; 10.27 Wages Payable ................................................................................................ Accrued Taxes .................................................................................................. Other Accrued Liabilities................................................ ........................... Indebtedness to Affiliates................................................................................. 54, 19.74 235,. 33.06 68,! 56.85 49,< 31.75 $ 1,116,921.67 Mo r t g a g e Pa y a b l e ................................................................................................................. Ca p it a l St o c k a n d Su r p l u s : Capital Stock: 1 Authorized--1,000,000 shares without par value Issued................................................................................ Held in Treasury............................................................ 422,470 shares 489 shares 12,000.00 Outstanding 421,981 shares 20.249,7 '6.44 Deficit--schedule VII---see note G 1,231,4 32.60 19,018,373.84 $20,147,295.51 113 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies NOTES TO CONSOLIDATED BALANCE SHEK C Note A--Pr in c ip l e s Ap p l y in g in Co n s o l id a t io n The consolidated accounts include the patent and subsidiary companies 100% of the voting stock of which is owned by parent There are no subsidiaries of which less thag 100% of the voting stock is owned by the parent Note B--Me t a l s a n d Ma n u f a c t u r e d Pr o d u c t s Fin is h e d a n d in Pr o c e s s Raw materials. Goods in Process, and Finished Products on hand ar valued at cost except in the case of copper held as aoonal stock which is valued at a fixed price wl i ch has been in effect for the past three years and which is below current market. This method of uation at June 30th, 1935 resulted in a total valuation of the inventory which was under market pnets at that date. Note C--Su p p l ie s o n Ha n d Supplies Qd hand axe valued at cost. Note D--In v e s t me n t s --Ba s is o f Va l u a t io n Investments are shown at cost. Note E--Pr o p er t y , Pl a n t a n d Eq u ip me n t --Ba s is o p Va l u a t io n Land, Buildings, Machinery and Equipment acquired for stock of Anaco da Wire and Cable Com- pany are carried at valuations fixed at time of acq tuition and subsequent ai iirions acquired for cash are carried at cash cost Note F--De p e r s l z d Ch a r g e s Deferred Charges represent expenditures in connection with Buildings Machinery and Equip- meet for the benefit of future operations and are being written off at fixed ates per annum. Note G--Fe d e r a l In c o me Ta x e s The Federal income tax returns of Anaconda Wire and Cable Company j id subsidiaries have been audited to and including the calendar year 1931, and all taxes assessed for tfiat and prior years have been paid; the returns for subsequent years have not been audited. IS R 001 115 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE II--PROPERTY, PLANT AND EQl IPMENT BWoc at befinttln* et pArioa Calendar Year 1932 Land ....................... Buildings. Machinery, Equipment, Reels, Spools, Cases and Diamond Diea ........... ? 1,424,687.43 14.813.634.04 Calendar Year 1933 Land ............................ .. Buildings. Machinery, Equipment, Reels, Spools, Cases and Diamond Dies ........... $ 1,425,962.52 14,820,999.54 Calendar Year 1934 Land .................................... Buildings, Machinery, Equipment. Reels, Spools, Cases and Diamond Dies ........... $ 1,426,133.37 14.772,468.54 Aaaidow durW period 1.Z7S.G9 407.423.18 170.65 280.495.30 170.85 438.964.99 Botiinumu oad Sole* duria* 9riod 361,534.58 337,110.53 487,221.85 Six months ended June 30th, 1935 Land ................................ Buildings, Machinery, Equipment, Reels, Spools, Cases and Diamond Dies ........... $ 1,423,304.22 14.680.778.65 170.85 242.392.23 139,922.49 CoL F BcUac 4t (ad of period 1,425,962.52 38,523.10 (1) 14.820,999.54 1,426,133.37 8.084.23*(1) 14,772(468.S4 3.000.00 (2) 1,423,304.22 7,894.03 (1)1 14.875.00 (2) 1 20.664.00 (3) ) 14,680,778.65 1,423,475.07 19,918.21 (1) 14,763.330 18 'Denotes debit in a credit category. NOTE--(1) Net increase in Reserve against Reels Spools and Cases. (2) Real Estate held lot sale now classified under "Investments". (3) Diamond die adjustment written off to deferred charges. Th i item will be extinguished in 1935. 116 ANACONDA WIRE AND CABLE COMPAN r and Subsidiary Companies SCHEDULE 111--RESERVE FOR DEPRECIATION *f llinrl it hiftouhig ull>M OLC AiUidm to Ran cb*xs4 to IncocM dvna* parted Calendar Year 1932 Buildings, Machinery, Equipment, etc............ $1,672,780.86 $714,135.93 cbarraa u Riu ii RaUracMate 4aJ Roaowate dwtef parted Qt mr $38,836.33 Atm* M p.ri-4 $2,348,080.46 Calendar Year 1933 Buildings. Machinery, Equipment, etc........... $2,348,080.46 $723,2S4.72 Calendar Year 1934 Buildiogi, Machinery, Equipment, etc....... Real Estate--Buildings (carried under Invest ments in Balance Sheet).......................... $3,022,858-20 4,200.53 $3,Q27.0S8.73 $663,894.13 1,330.84 $665,224.97 $44,276.45 $79,515.60 $79,515.60 $3,027,058.73 $44,0 773(2) $3,S63,179.00 $44,0 773 5,531.37 $3,568,710.37 Six months ended Jane 30th, is33 Buildings, Machinery, Equipment, etc............ Real Estate--Building? (carried under Invest ments in Balance Sheet).......................... $3,563,179.00 5,531.37 $3,568,710.37 $333,687:68 665.97 $334,353.65 $29,796.55 $29,796.55 $3367,070.13 6.197J4 $3373267.47 NOTE 1--The prarisioai Cot depreciation af buildings, machinery and equipment ar determined on a straight line method by grouping facilities of like character in a plant and applyii { thereto percentage rates based open the estimated life of the facilities included in each group. NOTE Z--'This amount ($44,05773) represents a transfer from deferred charges to reserve fer deprecation. 117 ANACONDA WIRE AND CABLE CO* PANY and Subsidiary Companies SCHEDULE IV--INTANGIBLE ASSET! CJ- A Cot B CaL C CoL D OL F Bthnft i oi pg^od Calendar Year 1932 Patents and Processes................................ Trade Marita and Good Will.................... $ 208,826.41 10.00 $ 208.836.41 Calendar Year 1933 Patents and Processes................................ Trade Marks and Good Will.................... -- $ 213.40S.41 10.00 . % 2U.41S.41 Addition* durfaajf period $ 5,000.00 5 5,000.00 at and at J-rted $ 421.00(1) $ 213,405.41 10.00 $ 421.00 5 213,415.41 % 213,405.41 10.00 $ 213.415.41 Calendar Year 1934 Patents and Processes........ ...................... Trade Mark* and Good Will.................... $ 213,405.41 10.00 $ 213,415.41 $ 1.098.90 $ 1.098.90 5 200,000.00(2) t 200,000.00 t 14,504.31 10.00 $ 14.514.31 Six month* ended June 30th, 1933 Patents and Processes................................ Trade Marks and Good Will.................... $ 14,504.31 10.00 $ 14,514.31 $ 14,S04.31 10.00 % 14,514.31 NOTE 1--Charged to Income. NOTE 2--Fully depreciated patents charged to Reserve for Depreciation-- Patents. ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE V--RESERVE FOR DEPRECIATION AND/OR AMORTIZATION OF INTANGIBLE ASSETS Cat. A C<A B Balasca at Urtatju * parted Calendar Year 1932 PateaU and Procesae*.............................. .. $ 164,852.04 Calendar Year 1933 Patents and Processes ... .... $ 177,714.56 Calendar Year 1934 Patents and Processes .. .... % 190.583.96 Six month* ended Jane 30th, 1935 Patents and Processes.................................. $ 3.538.70 Cot C Addttkato to R i cbaa-fod to Innfua durte* parted $ 12,862.52 $ 12.869.40 % 12.954.74 $ 614.58 Cdl Oh i o to KllM'll arte* parted-- a fufiy iWirR^Sl $ 200,000.00 CaL F BtUoci of pwiod ) 177,724.56 9 190,583.96 $ 3,538.70 $ 4,153.28 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies Cal. A CaL B BaiUac* btfumiaf ot jMrwcf SCHEDULE VI--RESERVES Cal. C Additiooa durioj yriad Cbaiged Ioceoia Charred Stirpui* Cal. D DeJuctkiM 4wi r paM Cr*dJt4 SurpJuB laaa CaLE *( and a! Calendar Year 1932 Reserve for Doubtful Notes and Accounts.. $ 47,590.21 $ 11,063.94 $ 125,000.00 5 14,333.82 $ 169.325,33 Calendar Year 1933 Reserve for Doubtful Notes and Accounts.. $ 169,325.33 $ 106.434.02 3 19,687.28 $ 256,072.07 Calendar Year 1934 Reserve for Doubtful Notes and Accounts.. 5 256,072.07 $ 129,940.85 $ 100,000.00 1 66,811.95 $ 219,200.97 Six month* ended June 30th, 1935 Reserve for Doubtful Notes and Accounts.. $ 219,200.97 $ 33,972.51 3 987.41* $ 254,160.89 Credit in a debit category. ANACONDA WIRE AND CABLE COMPAN' and Subsidiary Companies SCHEDULE VII--CONSOLIDATED SURPLUS ACCO INT YEARS ENDED DECEMBER 31ST 1932, 1933 AND 1934 AND SIX MONTHS ;NDED JUNE 30TH 1935 Yer US Balance at beginning of period (deficit) $ 830,250 66 Net Income or Nit Lou of the period 1,04541026 Additions to Surplus: Reserve for Contingencies in ex cess of requirements returned to Surplus (Doubtful Notes and Ac counts ) .............................................. $1,875,360.92 YMr IM $2,385,360.92 213,87227 $2,599,233.19 Ya* UM $2,59 733.19 82 ,801.55 $177 ,431.64 ,10 000.00 SlS $1,702,846.48 471,443.88 $1731,402.60 Charges to Surplus: Provision for reducing normal stocks to mar ket (see Note B to Consolidated B a 1 ance Sheet of Ana conda Wire and Ca ble Company) ......... $385,000.00 Establishment of Re serve for Contingen cies (Doubtful Notes and Accounts)......... 125,000.00 510,000.00 $1.67; ,431.64 Payment in settlement of prior years' Federal Income Taxes... 2,414.84 Balance at close of period (deficit).. $2,385,360.92 $2,599,233.19 $170 ,846.48 $1731,402.60 Italics denote loss. 119 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE VIII--SUPPLEMENTARY PROFIT AND LOSfc INFORMATION Col. A Coi. a CWfed to Ik . CoU Year ended December 31st, 1932 Maintenance and Re* pairs ............................ Depreciation.................. Deterred Charges writ-' ten otf........................... Taxes (Other than Fed eral Income Taxes).. Rents ......................... Royalties ........................ 1311,079.01 4d.543.7d 152,222.24 2,579.56 14.6&3.74 Cot. C CWxfed to Pro6t Ud Lo 44 CoL D CLir|d to ScUiflf And AJmEirAfwumtrmisativo IOatfhenrx Cat Total $714,1*35,9^ 5 5,39a*3S 73,941.64 $ 601.16 $ 311,079.01 714,135.93 46,543.78 159,222.25 76,521.20 14,683.74 _ Year ended December 31st, 1933 Maintenance and Re* pairs ........................ Depreciation.................... Deferred Charges writ ten off ........................... Taxes (other than Fed eral Income Taxes).. Rents ............. Royalties ........................ $285,207.97 46,859.79 149.2S2.20 1,421.86 16,013.24 $723,254.72 $12,490.39 69,247.02 $ 678.42 5 285207.97 723.2S4.72 46,859.79 162.42l.0t 70,668.88 16,01324 Year ended December 31st, 1934 Maintenance and Re pairs ............................. Depreciation................... Deferred Charges writ ten off ........................... Taxes (other than Fed eral Income Taxes).. Rents .............................. Royalties ................. $517,783.84 50,709.08 153,110.52 1,917.44 28^770.85 $665,224.97 $29,564.92 69,514.49 $1,015.31 $ 517,783.84 665,224.97 50,709.08 183,690.75 71,431.93 2R770.8S Six month* esdad Jane 30th, 1935 Maintenance and Re pairs ............................. Depreciation................... Deferred Charges writ ten off ........................... Taxes (other than Fed eral Income Taxes).. Rents .............................. Royalties ........................ $273,757.76 23,607.24 70,846.07 929.03 16,071.81 $334,353^65 $11,762.37 33|s45.I5 $ 598.41 $ 273,757.76 334,353.6- 21,6072s 83,206.?? 34,474.1.4 16,071 <. NOTE--The items as shown above contain all charges of a material amoi nt falling under the differ-^ classifications. An analysts of the Operating Accounts has been m dc with a view to segrtgav.r.i all items of a material amount falling under these classifications. 120 ANACONDA WIRE AND CABLE COUPAK r and Subsidiary Companies SCHEDULE XI--INDEBTEDNESS OP AFFILIATE JUNE 30TH, 1935 Indebtedness of Affiliates--Current: Anaconda Sales Co........................... :.............................................................................. Six other affiliated companies..................................................................................... .. $ 250,361.33 24,468.04 $ 274,829.37 1SR00154? 121 MOUNTAIN CITY COPPER COMP BALANCE SHEET--JUNE 30TH, 1931 ASSETS Cu r r e n t As s e t s : Cash on hand and in banks............................................................. .. Accounts Receivable.......................................................................... Supplies, including construction material--at cost.................... In v es t me n t s --at cost.......................................................................... Pr o pe r t y , Pl a n t a n d Eq u ip me n t --schedule II--see note A: Mines, Mining Claims and Development.................................... Buildings and Machinery................................................................ De f e r r e d Ch a r g e s : Prepaid Expenses............................................................................ Advance on Pole Construction...................................................... Organization Expense.................................................................... $ 1,631.91 1,995.13 36,521.81 649,248.69 145,874.35 1,405.39 41,413.73 645.80 $40,148.85 190.00 795,123.04 43,464.92 $878,926.81 LIABILITIES,-CAPITAL STOCK AND SURPLUS Cu r r e n t Lia b il it ie s : Notes Payable to International Smelting & Refin ing Co.: Face of note........................................................... Interest accrued.................................................... $139,012.38 5,110.45 *144,122.83 Accounts Payable--Trade.......................................... Wages Payable ............................................................. Accrued Taxes ............................................................. Indebtedness to Affiliates............................................ 5,004.56 1,887.44 3,772.00 75.98 Ca p it a l St o c k a n d Su r p l u s : Capital Stock: Authorized--5,000,000 shares of 5 cents par value each Issued ............................. 2,506,307 shares......... Less Held in Treasury.. 134,880 shares......... Outstanding.................... 2,371,427 shares......... 125,315.35 6,744.00 118,571.35 Surplus--schedule VII: Premium on Capital Stock issued Gain on sale of Treasury Stock.. Donated Working Capital............. 480,991.65 24,501.00 100,000.00 605,492.65 $154,862.81 724,064.00 $878,926.81 122 MOUNTAIN CITY COPPER COMPANY NOTES TO BALANCE SHEET Sole A--Pr o p er t y , Pl a n t a n d Eq u ip me n t --Ba s is o f Va l u a t io n Mines, mining claims, development, plant and equipment are carried as f< Hows: (a) In the case of mines and mining claims acquired from Interna ional Smelting Company (now International Smelting and Refining Company) the par value if the Capital Stock issued therefor, $100,000.00. (b) Total net assets of Rio Tinto Copper Company, carried b' that company at $117,712.00 (including mines and mining 'claims of $112,686.84), were cquired by Mountain City Copper Company for treasury stock having a par value of $93,2ll.Cf) and are carried on the books of Mountain City Copper Company at the book values shown by books of Rio Tinto Copper Company at the time of such acquisition, surplus being credited wi i the difference, t.e. $24,501. (c) Mines and mining claims were acquired in 1934 for $95,000--$4 500 in capital stock of the Company at $1.00 per share and $47,500 in cash. All other assets are carried at cash cost MOUNTAIN CITY COPPER COMPANY STATEMENT OP RECEIPTS AND DISBUSfe EUENTS SEPTEMBER 23RD, 1932 (DATE OP ORGANIZATION OP COMPANY) TO JUNE 30TH, 1935 (In lieu of Profit and Losa Statement) S<?laibv Srd Cash on hand and in banks--beginning of period ............................................... US $ Yh i U YaarUM $ 2,838.83 $ 327.18 uu $ 113.63 Receipts: Loans from International Smelting 8c Refining Co................................. Sale of Capital Stock........................ 49,203.90 49,203.90 285,851.82 285,851.82 99,396.86 506,352.00 605,748.86 44,725.97 44725!97 Disbursements: For Mines and Lands.......................... Development ................................... Buildings, Machinery and Equipmerit................................................ Supplies and Construction Material................................................... Loans--International Smelting & Refining Co................................... Advances on Construction of Power Line ............... ................. Other creditors less debtors (net) Prepaid Expenses.......................... Organization Expenses ................ Water Rights................................... Cash on hand and in banks--end of period ..................................................... 1,559.08 21,654.15 11,436.18 14,447.98 2,731.14* 1.18* 46,365.07 $ 2,838.83 468.01 101,832.37 97,512.82 45738.18 41,413.73 1,076.62 5.66 327.40 288,363.47 $ 327.18 95,638.23 137,50S.61 17,426.92 20748.60* 369,39523 4,950.43 1,56129 233.30 605,962.41 $ 113.63 31.40 52,529.27 2,328.63 11,508.35* 122.66 295.92* 43.207.69 ? 1,631.91 'Denotes debit in credit category. 124 MOUNTAIN CITY COPPER COMPANY SCHEDULE II--PROPERTY, PLANT AND EQUIPMENT CU. A Cat. B >1lUluiw btfloaiaf c4 ptrle4 CJ. c AfHtCaM darta irUd CaL F BtlaoMi From organization of company, September 23rd, 1932 to December 31st, 1932 Mines, Mining Gaims and Develop ment .................................................. (note 1) $137,697.27 (note 2) $123,213 4 Buildings and Machinery ............... (note 1) 17,169.80 11,436. 8 $260,910.50 28,605.98 Calendar Year 1933 Mines, Mining Gaims and Develop ment ................................................ .. Buildings and Machinery.................. $260,910.50 28,605.98 $102,300. 8 97,512. 2 $363,210.88 126,118.80 Calendar Year 1934 Mines, Mining Claims and Develop ment ..................,......................... Buildings and Machinery,................ $363,210.88 (note 3) $233,477. 4 126,118.80 17,426. 2 $596,688.02 143,545.72 Six months ended June 30th, 1935 Mines, Mining Claims and Develop ment ................................................... Buildings and Machinery.................. $596,688.02 143,545.72 $52,560. 7 2,328. i $649,248.69 145,874.35 No t e 1--See Note A (b) to Balance Sheet. No t e 2--See Note A (a) to Balance Sheet (or mining claims valued i $100,000.00 acquired from International Smelting Co. Remainder of year's additions i e at cost. No t e 3--See Note A (c) to Balance Sheet. 125 MOUNTAIN CITY COPPER COM 'ANY SCHEDULE VII--SURPLUS ACCOUNT--FROM OR 3ANIZATION OP COMPANY SEPTEMBER 23RD, 1932 TO JUNI 30TH, 1935 frtmh a alt at Ti ami Stock Worlds* 1952 September 23rd--Balances Nc ne None None 1932 September to December --Original issue of 2,000,000 shares issued for property and donated back to the company -- 2.000,000 shares at 5*!............................................ $100,000.00 --Excess of vaiue of assets acquired from Rio Tinto Copper Company (according to books of said com pany) over par value of 1,864,220 shares of stock issued therefor......... 1932 December 31st--Balances ..................................................... $24,501.00 24,501.00 100.000.00 1934 April and May--Unissued stock sold at $1.00 per share and the premium credited to Surplus. , 458,807 shares at 95*! premium per share ...................................................... $435,8 6.65 July 1935 June 30th --Unissued stock issued together with $47,500.00 cash for Mines and Min ing Claims at an agreed value of $95,000.00 and premium on stock credited to Surplus, 47,500 shares at 954 per share................................... 45,1 5.00 Balances $480,9* 1.65 $24,501.00 $100,000.00 126 WALKER MINING COMPANY BALANCE SHEET--JUNE 30TH, 1935 ASSETS Cu r r e n t As s et s : Cash on hand and in banks............................................................................. Accounts Receivable ............................................................. ......................... Ores and Concentrates on hand--at cost.................................................... Supplies on hand--at cost............................................................................... $40 620.55 2 055.83 268 784.63 147 171.40 $458,632.41 Pr o p e r t y , Pl a n t a n d Eq u ip me n t : Mines, Mining Claims and Development--schedule II (see note).. Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway--schedule II (see note)............................... $1,472,744.69 Less Reserve for Depreciation--schedule III.... 926,492.72 $1,323 236.31 546 151.97 1,869,488.28 De f e r r e d Ch a r g e s : Prepaid Expenses 1,195.85 $2,329,316.54 LIABILITIES, CAPITAE STOCK AND SURPLUS Cu r r e n t Lia b il it ie s : Accounts Payable--Trade ...................... ............................................... Wages Payable........................................................................................... Accrued Taxes......................................................................................... Indebtedness to Affiliates........................................................................ $2,1 58.74 l,: 53.50 6,i 19.21 < 58.73 $11,160.18 Ca p it a l St o c k a n d Su r p l u s : Capital Stock: Authorized--1,750,000 shares of the par value of $1.00 each Issued and Outstanding--1,749,308 shares................................... Surplus--schedule VII .......................................................................... $1,749, 3)8.00 568,8 8.36 2,318,156.36 $2,329,316.54 No t e--Mines, mining claims, development and plant and machinery at mine, ull, camp and shops and aerial tramway of Walker Mining Company are carried on its boo : at cost, such cost being represented in the case of mines and mining claims to the e of $1,250,000.00 by par value of capital stock issued therefor and in the case of all other fixed assets by cash cost thereof. sV 127 WALKER MINING COMPAN PROFIT AND LOSS STATEMENT YEARS ENDED DECEMBER 3IST, 1932, 1933 AND 1934 AND SIX M NTHS ENDED JUNE 30TH, 1935 Yar Its Sales of Ores and Concentrates... $ 73,605.32 Mining and Milling.......................... 5 88,426.09 Transportation ................................... .11,103.77 Inventory at beginning of year..,. 276,067.71 3tz TTVlth ended JiniunMt cK $375,597.57 Less, Inventory at end of year.... 267,585.03 108,012.54 Operating Loss...................... Depreciation ........................................ Expenses during suspension of operations ........................................ Federal Capital Stock tax (1934 includes adjustment of prior year) ................................................ Interest Received. Net Loss................. $ 34.407.22 4,270.33 28.370.78 $ 41,7^7.38 $ 59.499.36 $ 31,777.61 51.00 2,366.50 846.00 $ 67,048.33 $ 42.2l8.33 $ 61,865.86 $ 32.623.61 5,852.80 3.7W.51 2,012.03 242.96 $ 61,195.53 $ 38,4x4.87 $ 59,853.83 $ 32,380.65 WALKER MINING COMPAN) SCHEDULE II--PROPERTY, PLANT AND EC IIPMENT Cat. X Cat B 1 Balaam at 1 I1 1 Cot C durkc p*trfccojtjt Cat. F EtaWima al cod o4 period Calendar Year 1932 Mines, Mining Claims and Development.......................... $1,319,131.96 I Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway............................................. 1,455,438.07 1 $1,540.36 8,082.78 $1,320,672.32 1,463.520.85 Calendar Year 1933 Mines, Mining Claims and Development........................ $1,320,672.32 I Buildings and Machinery at Mine. Mill, Camp and Shops and Aerial Tramway............................................ 1,463,520.85 ] $2,136.80 4,966.76 $1,322,809.12 1,468.487.61 Calendar Year 1934 Mines, Mining Claims and Development.......................... $1,322,809.12 | $ 362.53 Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway............................................... 1,468,487.61 | 4,176.80 Six months ended June 30th, 1935 Mines, Mining Claims and Development.......................... $1,323,171.65 I $ Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway............................................ 1.472,664.41 | 64.66 80.28 $1,323,17165 1.472.664 41 $1,323,236.51 1.472.744.60 128 WALKER MINING COMPANY SCHEDULE III--RESERVB FOR DEPRECIATION CaL A CaLB BaUaea Parammbwi SIM, Cal c AABtj w tt tww a W4 t Ct t w 1acorn farlsc Yaw ira Reserve for Depreciation of Buildings and Machinery at Mine. Mill, Camp and Shops and Aerial Tramway $ 922.222.39 $ 4 70.33 CaL D J<B--abuMwtfac. on $926,492.72 No t e--The company charges off depreciation on a unit of production b; sis. As the properties were not operated during the years 1933, 1934 or the six months ended June Oth, 1935, no deprecia tion was charged off. WALKER MINING COMPANY SCHEDULE VII--SURPLUS ACCOUNT YEARS ENDED DECEMBER 31ST, 1933. 1933 AND1934 AND SIX MONTHS E I DED JUNE 30TH, 1933 Surplus at beginning of the period.... Net Loss of the period............................. Yawm* $760,703.24 61,195.53 Surplus at end of the period................. $699,507.71 YarW $699,507.71 38,424.87 $661,082.84 Yaw m 661,0 12.84 59,8 13.83 $601,2 19.01 latfctm $601,229.01 32,380.65 $568,848.36 WALKER MINING COMPANY SCHEDULE VIII--SUPPLEMENTARY PROFIT AND LOSS INFC RMATION CaL A Ikaa* Yaw UB CaL C CfiTfgJ to PrtAt aW L< Yaw US) SUwmMwtoa Awatb. IMS Maintenance and Repairs...................... Depredation.............................................. Taxes (other than Income Taxes) ... $10,896.04 4,270.33 9,064.28 $ 5,148.67 8,557.84 $15,8 2.36 9,9f 5.65 $ 9,542.62 5,886.88 No t e--The items as shown above contain all charges of a material amour : falling under the different classifications. An analysis of the operating accounts has bee made with a view to segregating all items of a material amount falling under these classify nttions. 129 ACCOUNTANTS' CERTIFICAT 2 Po g s o n , Pe l o v ib e t & Co. rucr w. roo*o> MAUlICt L. flLOOlCT UWH . NOirOR iiDKXT w. riuwtn NEW YORK 21 BROADWAY EL PASO. TEXAS MILLS BLDG. AGENTS lANBoia uur, curruii, Nicaou. imtu 4 co. wmooi. (. c. 4. run c*gv*o, t o o im. unr 4 co. S tos 00 itun (u u r TstguoHD, xatjtat, our * co. UHtU OIX llRDIK 16 loyri-aiwtT. lEiston * h iw t t iUUDDiui * euaa New York To the Board of Directors, Anaconda Copper Mining Company, 25 Broadway, New York We have made a general audit of the books and records of Ana :onda Copper Mining Company, its 75% or more owned subsidiaries the accounts of which are include:'d in the Consolidated Balance Sheets and Profit and Loss Statements, and the following subsidiaries the accounts of which are not included in the Consolidated Balance Sheets and Profit and Loss Staten ents: Anaconda Wire and Cable Company Mountain City Copper Company, and Walker Mining Company for the calendar years ended December 31st, 1932, 1933, L934 and for the six months ended June 30th, 1935. We have made an examination of the following financial statemen s. as set forth in the registration statement of Anaconda Copper Mining Company, Form A-2, with res| ect to its 4y% Sinking Fund Debentures due October 1, 1950: 1. The Consolidated Balance Sheet as of June 30th, 1935 of Anaconda Copper Mining Company and of the other corporations whose accounts are consolidatet with its accounts as stated in Note A to the Consolidated Balance Sheet (which other corpora! ons are hereinafter referred to as consolidated subsidiaries) and of their Consolidated Profit aix Loss Statements and Surplus Accounts for the calendar yean 1932, 1933, 1934 and the six mo tbs ended June 30th, 1935. 2. The Consolidated Balance Sheet a9 of June 30th, 1935 of Anaconda Copper Mining Company and 100% owned subsidiary companies, the accounts of which a e consolidated with its accounts, as stated In Note A to their Consolidated Balance Sheet, and o their Consolidated Profit and Lose Statements and Surplus Accounts for the calendar years 193 1933, 1934 and the six months ended June 30th. 1935. 3. The Balance Sheet as of June 30th, 1935 of Anaconda C pper Mining Company (which corporation is hereinafter referred to as the registrant) and of ts Surplus Account for the six months ended June 30th, 1935. 4. The Consolidated Balance Sheet as of June 30th, 1935 of , naconda Wire and Cable Ownpany and of the other corporations (all 100% owned by Anacoofa Wire and Cable Company whose accounts are consolidated with its accounts as stated in Note A to their Consolidated Balance Sheet and of their Consolidated Profit and Loss Statements and iurplus Accounts for the cairn dar years ended December 31st, 1932, 1933. 1934 and for the six nonths ended June 30th. ro; 5. The Balance Sheet as of June 30th, 1935 of Mountain City Copper Company and a state rnent of its Receipts and Disbursements from the date of its incor oration, September 23rd. I'M.' to June 30th, 1935 and of its Surplus Accounts for the same peri d 6. The Balance Sheet as of June 30th, 1935 of Walker Mining Company and of its Profit and Loss Statements and Surplus Accounts for tl e calendar years 1931 1933, 1934 and the six months ended June 30th, 1935. 130 In connection with our audits we examined or tested the accounting record of Anaconda Copper Mining Company and its consolidated subsidiaries, o Anaconda Wire and Cabl Company and its subsidiaries, of Walker Mining Company and of Mountain City Copper Company, t igether with other supporting evidence and made a general review of the accounting methods and of tl e operating and income accounts for the calendar years 1932, 1933, 1934 and the six months ended J 30th, 1935, but we did not make a detailed audit of the transactions. Investments, marketable securities, collateral, cash, notes receivable and payable bonds and capital stock, have been verified by inspection, certificate or correspondence and found order. The practice of registrant and its subsidiaries with respect to computation o; their consolidated net income or net loss without deduction for depletion of metal mines is, in our opin Dn, in accordance with accepted principles of accounting in industries engaged in the mining of copper gold, lead, silver and Previous to the year 1933 profits arising through the retirement of bond of subsidiaries were credited to Surplus. In the year 1933 and subsequently these profits were credi ed to Income and arc so shown on the Profit and Loss Statements. While the same general principles of inventory valuation have been followed consistently throughout the period, certain changes in proce iure have been made. details of which are described under the appropriate accounts and schedules (it eluded as part of this registration statement) which do not materially affect results of any particular criod, the purpose of which was to simplify the company's accounting records and procedure. In our opinion, based on our examination such Balance Sheets, Profit anc Loss Statements and Surplus Accounts and other supporting schedules referred to on pages 57 to 60, i elusive, of such regis- tration statement, the information as to total sales, gross earnings, net income ai 1 net losses given in answer to item 4 (a) with respect to the 32 subsidiaries and the 23 subsidiaries of subsidiaries which have been omitted from Chart I and Chart II, the information as to sales for ( elivery outside of the United States and Canada of copper, as compared with the gross sales of regi trant and its subsidi- aries whose accounts are consolidated with those of registrant as stated in table set forth in answer to item 6, and the answers to items 9-A and 10-A of such registrati n statement, together with the notes attached thereto or appearing thereon, fairly present, in acct -dance with accepted principles of accounting in the industries in which the registrant and its subsidiary 5 operate, consistently applied by the registrant and its subsidiaries except as noted above. (1) the const idated position of the registrant and its consolidated subsidiaries, the consolidated position of the re. istrant and its 100?{; owned subsidiaries which owe no long term or funded debt to persons other tl an the registrant, the position of the registrant, the consolidated position of Anaconda Wire and Cable ompany and its sub- sidiaries and the position of Mountain City Copper Company and Walker Minin Company, all as of June 30th, 1935 and (2) the separate or combined results, as the case may be, of t eir operations for the calendar years 1932, 1933, 1934 and the six months ended June 30th, 1935. 25 Broadway, New York, N. Y. POGSON, PELO JBET & CO., Certified hiblic Accountants. POGSON. PeLOU 1 rr & Co. (sgd.) October 11, 1935. Anaconda Copper Mining Company (hereinafter referred to as he registrant) hereby amends its registration statement, dated September 24, 1935 and filed Septen ber 25. 1935 (file No. 2-1669), including the financial statements and schedules included therein an Exhibit B-l thereto heretofore filed, but not including the other exhibits thereto heretofore filed, so that after such amendment such registration statement, including the financial statements and schedule; included therein, shall be as set forth in the foregoing amended registration statement hereto attached the Exhibits to such registration statement shall consist of the Exhibits heretofore filed, except that Ex libit B-l shall be a copy of Indenture marked "Exhibit B-l" and filed herewith, in lieu of the tentative draft of indenture heretofore filed as such exhibit, and also shall consist of Exhibits F, G, H, K, L and iV filed herewith; and the prospectus heretofore filed as a part of such registration statement, shall be a; tended in its entirety so that after such amendment the prospectus shall correspond to and be the prospec us as filed herewith. Registrant hereby applies for the consent of the Securities and I xchange Commission: (a) to the filing of such amendment (as provided in Article 12, Rules and Reg ilations under Securities Act of 1933, promulgated July 6. 1933), and (b) that this amendment shal be deemed to have been filed on September 25, 1935, the date when such registration statement abo\ : mentioned was filed. The grounds upon which such consent is requested are: certaii portions of the information contamed in the registration statement above mentioned require elaborati in or clarification or correction; certain information contained in this amendment was not available to registrant at the time the registrarion statement above mentioned was filed: registrant desires to avt d delay in its registration state ment becoming effective; and registrant believes that the consent app. ed for may properly be granted. The filing of said Registration Statement and any amendments thereto with the Securities and Exchange Commission shall not be construed as a waiver of, or e toppel against, the right of the registrant or any other person to contest the validity or scope of an or all of the provisions of the Securities Act of 1933, as amended, under the Constitution of the L lited States, or the validity of any rule or regulation made or to be made under said Act. SIGNATURES (a) Of the Issuer: In pursuance of the requirements of the Securities Act of 1933, le registrant, Anaconda Copper Mining Company, a corporation organized and existing under the law i of Montana, has duly caused this amendment to its registration statement above mentioned to be si g led on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed ind attested, all in the City of New York and State of New York on the 11th day of October, 1935. An a c o n d a Co p p e r Min in g Co mp a n y By Co r n e l u s F. Ke l l e y (sgd.) (CORNELIUS F. KELLEY, Ptcidut) (SEAL] By Ja me s Ho b b in s (sgd.) <JAME! a. HOBBINS, Vice Prc.ideotj Attest: Da v id B. He n n e s s y (sgd.) (DAVID B. HENNESSY, Secretin') (b) Of the Principal Executive Officer or Officers, the Principal Fu ancial Officer and the Comptroller or Principal Accounting OfficerIn pursuance of the Securities Act of 1933, the undersigned hav< signed the within registration statement on the respective dates set beside their names. (i) Principal executhna officer or officers; Co r n e l iu s F. Ke l l e y CORNELIUS P. KELLEY (sgd.) Ja me s R. Ho b b in s /AMES R. HOBBINS (sgd.) Ro b e r t E. Dw y e r ROBERT E. DWYER (sgd.) Da v id B. He n n e s s y DAVID B. HENNESSY (sgd.) Ja me s Dic k s o n JAMES DICKSON (sgd.) 132 President (Title) Vice President (Title) Vice President and Treasut :r (Title) Secretary and Assistant Treasurer (Title) General Auditor (Title) October 11th, 1935 (Date) October 11th, 1935 (Date) October 11th. 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Date) (ii) Principal financial officer: Ro b er t E. Dw y e r ROBERT E. DWYER (sgd.) Treasurer (Title) October 11th, 193S (Date) (iii) Comptroller or principal accounting officer: Ja me s Dic k s o n /AMES DICKSON (sgd.) General Auditor (Title) October 11th, 1935 (Date) (c) Of the Directors: Co r n e l iu s F. Ke l l e y CORNELIUS F. KELLEY (sgd.) An d r e w J. Mil l e r ANDREW J. MILLER (sgd.) Ja me s R. HoaUM* (sgd.) JAMES R. HOBBDW Ro b e r t E. Dw y e r ROBERT E. DWYER (sgd.) Gr a y s o n M.-P. Mu r p h y GRAYSON M.-F. MURPHY (sgd.) Jo h n A. Co e (sgd) JOHN A. COE Wil l ia m D. Th o r n t o n WILLIAM D. THORNTON (sgd.) He r ma n C. Be l l in g e r HERMAN C. BELLINGER (sgd.) October 11th, 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Data) October Uth, 1935 (Dale) October 11th, 1935 (Date) October Uth, 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Date) Varr>