Document zdDw9JOd75YOQrmDpVxqvYeN7

Date of Filin*............................... Effective Date................................. (THE ABOVE TO BE LETT BLANK BY THE REGISTRANT) Rj k b s is a t io n No . 2-1669 Fo r m A-2 FOR CORPORATIONS REGISTRATION STATEMENT (AS AMENDED) Under Securities Act of 1933 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C ANACONDA COPPER MINING COMPANY SECURITIES REGISTERED Sinking Fond Debentures (due October I, 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 communications from the Securities and Exchange Commission: D. B. Hk n n es s y , Secretary, 25 Broadway, New York, N. Y. pNYcoooovaS 3 tT in GO n Z The information required to tw gfo*n 00^ thalwtS^l . tally dafinod la tha "Ipatruction Book lo> Form A-2 ior C Tha Instruction Book alao aata forth reqnfraniBita aa to' FfaaacU StatOmanta, SxhiUta. Signatures, Consents of Experts, and the Prospectus, which are to accompany tha Registration Statement or to be incorporated therein by reference. Cat. A CALCULATION OF REGISTRATION FEB CaL GaLC STS nUa <4 laana, ar laaoaa, tlataiw> 4yi% Sinking Fund Debentures due October 1, 1950 fcaowtru^taal $55,000,000 affwtecprka par loot 98/, pHaa $54,175,000 &Lt Aaaaaat. al $5,500 The financial statements and schedules appended hereto and the financial information given in items of this registration statement which are referred to in such financial statements, including, hut without limitation, the information as to total sales, gross earnings, net income and 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 following, the information as to gross sales of copper for delivery outside of the United States and Canada (based on proceeds of sale) and the total sales of all products made by registrant and its subsidiaries whose accounts are consolidated with those of registrant (including gross earnings from miscellaneous service companies) without deduction of operating and other expenses and charges, lor the period January 1, 1930 to June 30, 1935, as stated in the table set forth in answer to item 6 and the information set forth in answers to items 9-A, 10-A and 45, have been certified to by Messrs. Pogson, Feloubet & Co., Public Account ants; the statements made in item 7 of this registration statement have been either prepared or reviewed and approved by Mr. Reno H. Sales, Expert Geologist, insofar as the same relate to ore reserves and geological formations of mines, and- by Mr. Frederick Laist, Expert Metallur gist, insofar as the same relate to the various metallurgical plants and subsidiary operations (other than the description of the plants of The American Brass Company and Anaconda Wire and Cable Company); the statements made in items 7 and S of this registration statement insofar as the same relate tq the titles of the principal Montana properties and as to the franchises and concessions with respect to the operations in Montana have been reviewed and approved by Mr. D. M. Kelly, of Butte, Montana, Western General Counsel of registrant; the statements made in items 7 and 8 of this registration statement insofar as the same relate to the titles of the properties and concessions of Chile Exploration Company, Andes Copper Mining Company, Potre- rillos Railway Company and Santiago Mining Company have been reviewed and approved by Mr. Javier Diaz Lira, a lawyer of Santiago, Chile, general counsel for said companies in Chile; the statements made in items 7 and 8 of this registration statement insofar as the same relate to the titles of the mining claims or titles of concessions of The Cananea Consolidated Copper Company, S.A., a Mexican corporation, have been reviewed and approved by Mr. Agustin A. Aguila, a lawyer of Cananea, Sonora, Mexico, counsel for said company; and all of such state ments and information are furnished on the authority of said individuals respectively as experts. The statements made in item 7 respecting The American Brass Company have been prepared or reviewed and approved by Mr. John A. Coe, President of The American Brass Company and a director of registrant, and the statements in item 7 respecting Anaconda Wire and Cable Company have been prepared or reviewed and approved by Mr. H. Donn Keresey, President of Anaconda Wire and Gjii> Company. * 1. Exact nama of registrant: ORGANIZATION An a c o n d a . Coma Min in g Co mp a n y 2. Address of principal executive offices: The statutory office in Montana is located at the Washoe Smelter, Anaconda, Montana, and the principal executive offices in Montana are located at the Hennessy Building, Butte, Montana. The registrant's New York office is located at 25 Broadway, New York, N. Y. 3. The state or other sovereign power under which incorporated, and the daw of incorpo ration: Registrant was organized on June 18, 1895, under the laws of the State of Montana, "for a period of forty years and for such further period as may be authorized by law". The taws of Montana limited the period for which corporations might be organized to forty .years, subject to extensions as may be provided by said laws. In accordance with an authorizing statute the term of existence of the registrant has been extended to February 28, 1975. 4. List the following and indicat* the respective percentages of voting power as required by the instructions: (a) All subsidiaries of the registrant. As permitted by the instruction book, there are submitted two charts, marked Chart I and Chart II, which present in succinct form the relationship of the registrant to and its ownership in the subsidiaries which are of material significance in relation to the total enterprise represented by the registrant and its subsidiaries, except its relationship to Inspiration Consolidated Copper Company and Arizona Oil Company hereinafter mentioned. VS9T0 0 Registrant owns or controls (through Mines Investment Corporation, a 100% owned sub sidiary) 28.17% of the outstanding shares of Inspiration Consolidated Copper Company, and in addition registrant holds notes of said Inspiration Consolidated Copper Company in the principal sum of $6,933,000, which are secured by a like principal amount of Series A 7% 10-Year First Mortgage Bonds of said Inspiration Consolidated Copper Company due April 1,1942, being the total amount of said bonds now issued. Said notes matured March 31, 1935, were extended to September 30, 1935, and were recently extended to March 31, 1936. Registrant has recently authorized a fur ther loan up to $950,000 to said company for resumption of operations. The Inspiration Consolidated Copper Company is not included as a subsidiary in the attached charts, nor in the consolidated bal ance sheets and consolidated profit and loss statement of the registrant and its subsidiaries nor in the term "subsidiaries" as used in this registration statement; since the shares of Inspiration Consoli dated Copper Company owned by registrant and its subsidiaries do not represent a voting control. The investment in the shares of the Inspiration Consolidated Copper Company is included as an asset in the consolidated balance sheets and the registrant's balance sheet under "Other Security Invest ments". Messrs. Grayson M.-P. Murphy and William D. Thornton, two ot the seven director^ of Inspiration Consolidated Copper Company, are also directors of the registrant and certain of its sub sidiaries. Mr. William Wraith, a director of said Inspiration Consolidated Copper Company, is a director and officer of certain subsidiaries of registrant, and Messrs. L. D. Ricketts and J. W. Allen, also directors of the Inspiration Consolidated Copper Company,, are directors and officers of one of such subsidiaries. \ Registrant owns 50% of the outstanding capital stock of Arizona Oil Company and Inspiration Consolidated Copper Company owns the remaining 50%. Arizona Oil Company owns interests in oil-bearing lands which have been leased by it to others. Arizona. Oil Company is not included as a subsidiary in the attached charts, nor in the consolidated balance sheets and the consolidated profit and loss statement of registrant and its subsidiaries, except that the investment in its shares is included as an asset in the consolidated balance sheets and the registrant's balance sheet, under "Other Security Investments". Neither registrant nor its subsidiaries use oil from the properties of Arizona Oil Company. Arizona Oil Company is not of significance in relation to the total enter prise represented by registrant and its subsidiaries. The total investment of registrant in Arizona Oil Company as of June 30, 1935, was $241,628.02. In accordance with Amendment No. 11 to Instruction Book, Form A-2 for Corporations, there have been omitted from Chart I and Chart II 32 subsidiaries (of which 18 are not operating) which are not of material significance in relation to the total enterprise represented by the registrant and its subsidiaries. The total investment of the registrant and its 100%-owned subsidiaries in said 32 subsidiaries as of June 30,1935, was $2,060,857.50. The total sales and operating revenues of said 32 subsidiaries, for the years 1932, 1933 and 1934 and the six-months period ending June 30, 1935, were as follows: Sfct-i JZ?M Total Sales orjwont Earning, Net Income Net Loss *144,211.04 $121,963.97 52,405.86 ' 5,40471 $115371.04 23727.03 $64,099.75 5,844.14 j j i M l r t a a i a n i i i n i i b w i W nifan In addition, there are omitted 23 other subsidiaries of subsidiaries (of which 15 are not operat ing). The substantial part of the investment of the registrant's subsidiaries (the accounts of which are consolidated in the consolidated balance sheet) in said 23 subsidiaries of subsidiaries is repre sented by said $2,080,857.50 above stated. The remainder of the investment in said 23 subsidiaries of subsidiaries, the accounts of which axe included in the consolidated halgry-** sheet, is represented in said consolidated balance sheet at $70730.54. and in addition, the investment of a subsidiary, the accounts of which are not included in the consolidated balance sheet, in 5 of said 23 omitted subsidi aries is represented by $5,000. The total sales and operating revenues of the said 23 omitted sub sidiaries for the years 1932, 1933 and 1934 and the six-months period ending June. 30, 1935, were as follows: Registrant owns voting trust certificates representing 65% of the stock of Silesian Holding Company which was organised in 1926 under the laws of the State of Delaware (but which is not included in the term '`subsidiaries" as used in this registration statement). All the stock of Sile sian Holding Company is deposited under a voting trust expiring July 1, 1936. The voting trustees are Cornelius F. Kelley, President of registrant, William C. Potter, Chairman of the Board of Guar anty Trust Company of New York, and William Averell Harriman, a member of the firm of Brown Brothers, Harriman & Company, the two last-named trustees being neither directors nor officers of the registrant. Inasmuch as registrant does not now control the voting of the shares of Silesian Holding Company for directors, it does not consider that said company is a subsidiary within the meaning of the term as defined in the "Instruction Book for Form A-2 for Corporations" and disclaims admission of actual existence of effective control of said company. The Directors of Silesian Holding Company are Cornelius F. Kelley, President of registrant, Elbert O. Sowerwine, an officer of certain subsidiaries of registrant, and William C. Potter, George H. Wal ker, and Ray Morris, none of whom is an officer or director of registrant or any of its subsidiaries. Silesian Holding Company is the owner of 58% % of the outstanding preferred stock and 51% of the outstanding common stock of Silesian-American Corporation. The latter corporation owns all of the shares of Giesche Spolka Akcyjna, a Polish company engaged in producing zinc and coal in Poland, and of other foreign corporations. Silesian Holding Company, Silesian-American Corporation, and their subsidiaries, are not included in the attached charts as subsidiaries of the registrant, nor in the consolidated balance sheet of registrant and its subsidiaries, except as the in vestment in voting trust certificates for shares of Silesian Holding Company is included as an asset in the consolidated balance sheets and the registrant's balance sheet under "Other Security Invest ments". (b) All parents of the registrant. None. HISTORY AND BUSINESS 5. Outline briefly the general character of the business done and intended to be done by the registrant and its subsidiaries. Registrant is an operating company and also owns stocks of subsidiaries. The registrant and its subsidiaries constitute an integrated enterprise which includes the mining and smelting of copper, lead, ring, gold and sahrer ores, and the refining of the metal products obtained there from; also the manufacture and distribution of semi-finished and finished copper and brass products, white lead, zinc oxide, superphosphate fertilizer, and lumber. In addition to copper, lead and zinc there are recovered from the ores treated, silver, gold, arsenic, cadmium and molybdenite. Of conndtoahte importance is the production of electrolytic zinc and the manufacture therefrom of zinc oarfde; also the smelting of lead ores and the production therefrom of refined lead. These metals art derived by the registrant and its subsidiary, International Smelting and Refining Com pany, chiefly from ores and concentrates purchased by them. Copper ores and concentrates, blister copper and scrap metals are purchased and treated, but the copper production is derived principally from mines owned by the registrant and its subsidiaries. Purchased'ores and concen trates also contain silver and gold. Among fabricated products produced by the registrant's sub sidiaries are copper and brass wire, sheets, tubes, rods, cable, extrusion products, forgings, stamp ings, etc. The fabricating facilities of said subsidiaries in the United States have a capacity capable of using an amount of copper approximately equal to the refining capacity of the copper refin ing plants of registrant and its subsidiaries in the United States, such fabricating capacity being in excess of the present annual productive capacity of the copper mines in the United States owned by the registrant and its subsidiaries. Within the borders of the United States the registrant or subsidiaries in-which it owns or controls a majority of the voting stock, own copper mints in Montana, California, and Nevada; zinc-lead-silver mines in Montana and Utah; smelters in Arizona, Utah, and Montana; metal refineries in Montana, Indiana, and New Jersey; copper and/or brass fabricating plants in Montana, Connecticut, New York,* Michigan, Wisconsin, Indiana, California, Illinois and Rhode Island; zinc oxide plants in Ohio and Indiana; white lead plant in Indiana; lumber mills in Mon tana ; coal mines In Montana and Wyoming; phosphate rock mines In Idaho, and miscellaneous transportation and other facilities pertinent or incidental to their operations. Outside the borders of the United States subsidiaries of the registrant operate copper mines and reduction works in Mexico and Chile, together with facilities pertinent or incidental thereto, and one fabricating plant in Canada. At the present time approximately one-third of the mine production of copper, all of the mine and custom production of zinc, and nearly all of the output of fabricated materials, of registrant and its subsidiaries are within the boundaries of the United States. Part of the foreign mine pro duction of copper is refined under bond at the Raritan Copper Works owned by International Smelting and Refining Company, a subsidiary of the registrant, in the United States, and the refined copper is shipped abroad for sale with the exception of a small portion withdrawn from bond and fabricated by The American Brass Company and Anaconda Wire and Cable Company, subsidi aries of the registrant, into products for export, the duties paid on the withdrawal from bond being substantially refunded upon application for drawbacks. Registrant and its subsidiaries intend to continue to do the business described above. 6. Outline briefly the general development of the business for the preceding five years. During the last five years the operations of the registrant and its subsidiaries have been cur tailed by reason of the reduced demand for copper and copper and brass products in the United States, the added supply of copper produced by newly developed mines abroad, and the existence of surplus stocks of copper, which surplus stocks have been substantially reduced in the last two years. The production of registrant and its subsidiaries is adjusted from time to time to market conditions. For further information see answers to items 7 and 47. During the past five yean certain subsidiaries of the registrant have acquired the properties and assets, or the controlling stock interest of other subsidiaries. Among such acquisitions was the acquisition by International Smelting and Refining Company of the stock of Raritan Copper Works and International Lead Refining Company from the registrant for $8,000,000 principal amount of debentures and 30,000 shares of stock of International Smelting and Refining Company, the trans fer occurring in the month of December, 1934. The properties of Raritan Copper Works and International IrzA Refining Company were transferred to International Smelting and Refining Company, and thereafter Raritan Copper'Works and International Lead Refining Company were dissolved. In addition. International Smelting and Refining Company during 1932 and 1933 acquired a substantial interest in the capital stock of Mountain Gty Copper Company, the properties of which were then a prospect in. cocrse.of development. On May 14, 1930, Anaconda W2ro-and Cable Company of California, a wholly-owned subsidi ary of Anaconda Wire and Cable Company, acquired all the assets of California Wire & Cable Com pany, owning and operating ptorfl at Orange and Oakland, California, referred to is the answer to item 7. - The Iniiingirinrt faaTitwa of Raritan Copper Works at Perth Amboy, New Jersey, acquired by T1111 n inlit --f and.Refimsg Company as.above stated, in purchasing and treating scrap metals, have beeh'*alarged, and between 1930 and 1934 substantial replacements and improvements were made in the Toronto plant of Anaconda-American Brass, Ltd. Io 1934 the properties of The Cananea Consolidated Copper Company, S. A., in Mexico began production of molybdenite in substantial quantities as a by-product of its copper operation. During 1934, as the result of a strike; the copper and rinc production from Montana properties was materially curtailed. An import tax of 4c per pound on copper imported into the United States herara* effective in June, 1932, for a period of three years. Such tax was extended for a period of two years by an Act passed at the recent session of Congress. Prior to the imposition of the 4c tax it was the practice to market in the United States a part of the copper output of the registrant's subsidiaries in Chile and Mexico. The production of the registrant's subsidiaries in Chile and Mexico since the imposition of the tariff has been sold abroad. Owing to a substantial increase in consumption of copper in foreign countries, as well as to the imposition of the import tax referred to above, the proportion of the total copper shipments of the registrant and subsidiaries to foreign markets has materially increased. The following table is presented for the purpose of showing the relation of the gross sales of copper for delivery outside of the United States and Canada (based on proceeds erf sale) to the total sales of all products made by the registrant and its subsidiaries whose accounts were with those of the registrant (including gross earnings from miscellaneous service companies), with out deduction of operating and other expenses and charges, for the period January I, 1930 to June 30, 1935: Year 1930 .............................................. ... Year 1931 ................................. .*.......... Year 1932 .............................................. Year 1933 ...................................... Year 1934 .............................................. Six months ended June 30, 1935........ tTilotpsr!oodfufcrtos s(itntcidluedsinogf gross strung* iron miscellaneous service companies) in the United SUte* end Canada $172,040791.29 94,166,297.84 47/39,093.34 59,628,379.80 78,593,869.19 46/34,313/3 Cross sales of copper outside of United Stare* aad Canada $ 7/92,006.22 2,221,407.66 3,549,868.50 12,852,649.68 20,555,666.45 13,685,847.59 Total $179,332/97.51 96,387/05.50 51,288,961.,84 72,481,029.48 99,149,535.64 60,420,161.32 For the period January 1,1930 to June 30, 1935 the average prices of electrolytic copper, zinc, lead and silver for each year, as reported by the "Engineering & Mining Journal", were as follows: Co pper --F.O.B. refinery U. S. (cents per lb.) (add 0.225c for delivery Conn. Valley)........ Zivc--St. Louis (cents per lb.)......................... Lead --New York (cents per lb.)..................... Sil v er --New York (cents per ox.) Handy & Hannon Official quotation for silver 999 fine without reference to source ............. Sil v er --delivered U. S. Mints (cents per ox. 1000 fine) covered by Presidential proclama tions, applying only to silver mined in U. S. after December 21, 1933................................ after April 10, 1935......................................... after April 24, 1935............. -........................ 030 im isoi 033 1934 lJo"a-n1S-O 12.982 4.556 5.517 8.116 3.640 4.243 5.555 2/76 3.180 7.025 4.029 3.869 8.428 4.158 3.860 8/51 3.981 3/45 38.154 28/00 27.892 34/27 47.973 63.692 64.646 71.111 77.576 Official quotations for electrolytic copper delivered in Europe (average of bid and asked) ier ported by "Quin's Metal Handbook and Statistics", published by Metal Information Bureau, Ltd., London, for the yours 193$ 1931, 1932, 1933, 1934; with the first six months' 1935 average of daily quotations cabled by London Metal Exchange to New York Commodity Exchange and published in New York Trade Journals, were as follows: im Stertmgrp**' too of 2,240**.............. 62-2-71S uai an 42-13-3 36-7-9# au 36-14-2# an , 33-11-6 an Jjmaa. 1x* 33-7-5 PROPERTY 7. State briefly the general character and location of the principal plants and other important unita of the registrant and Its subsidiaries. If any principal plant or important unit is not held in fee, so state and describe how held. The productive capacity figures included in the fallowing plant descriptions have been furnished by operating officials of .registrant and subsidiaries whom the directors of registrant believe to 1>e competent I. PROPERTIES IN UNITED STATES AND CANADA A. PRINCIPAL MONTANA PROPERTIES (owned by registrant except as otherwise noted) Properties in Butte District Mineral lands owned in the Butte District, Silver Bow County, Montana, comprise approxi mately 4,000 acres. A substantial part of this acreage, approximately 2,000 acres, is but little prospected. The acreage explored shows ore deposits containing copper, zinc, silver, lead, gold, manganese, and other minerals, with copper the predominant metal. The ore deposits occur in strong persistent fissure vein systems having a general east-west strike and steep southerly dip. The ore bodies are from 5 to 100 feet wide, with an average mining width of 15 feet. s There are vertical shafts (excluding ventilating shafts) ranging in depth from 1,500 to 4,100 feet, through which mining operations can be conducted. Prospecting and development underground are by means of cross-cuts and drifts or headings along the veins^ The ores and vein systems are much disturbed and displaced by later faults. The broken and intensely altered granite wall rocks adjacent to the ores necessitate heavy timbering of all openings made within or along the veins. For this reason mining companies in the Butte Dis trict early adopted the present policy of not developing or blocking out in advance more ore re serves than are needed for an economic and well-balanced mine operation. A development program of developing a ton of ore in reserve for each ton of ore mined is followed. The vein structure and the ore minerals responsible for the large production of high grade ores in the past continue to the deepest mine openings yet made in the district. The mines are equipped to produce monthly, ores and precipitates containing approximately 30,000,000 pounds of recoverable copper. During the years 1925 to 1929, inclusive, production averaged approximately 20,000,000 pounds per month, but in recent years has been curtailed. It is believed that a production such as prevailed during the 1925-1929 period could be maintained from these mines for many years to come. Butte, Anaconda & Pacific Railway Company The ore from the aforementioned mines is transported over the line of Butte, Anaconda & Pacific Railway Company (a 100^>-owned subsidiary of the registrant) a distance of 27 miles to Anaconda for treatment. The road comprises a total of 130 miles of standard gauge track, of which 121 miles are electrified. The rolling stock consists of 26 electric locomotives, 2 steam locomotives, 1,164 ore cars, and 210 miscellaneous cars. ............................ Plants at Anaconda, Montana The Reduction Works at Anaconda, Montana, have copper and zinc concentrators capable of treating the Butte mine production and custom ores. The smelting facilities consist of roasting, reverberatory and converting plants of ample capacity to reduce to blister copper the concentrates derived from the copper ores. There is also an electrolytic zinc plant which normally operates on tbe zinc concentrates from zinc OTea mined at Butte and concentrates purchased elsewhere. In addition to tbe plants for producing copper and zinc, there are a sulphuric add plant and a plant for' producing treble superphosphate Tbe primary crushing plate to which the copper ore is delivered can crush about 1,000 tons per hour. The copper concentrator has a capacity to treat 13,000 tons of copper ore per day and the zinc concentrator ljfiOO tons of sine, ore per day. The principal roasting plant contains twenty- eight roasting faraces, of wtfefi-fourteen are available for roasting copper concentrates and four teen for roasonyrrinc concentrates; The reverberatory furnace building contains seven gas-fired reverberatory equipped with waste beat boilers. The converter plant contain* seven con verters, a roeiWflnty furnace for the treatment of slag, and three copper furnaces equipped with noting machines for the casting of anodes. These plants are capable of producing approximately 30,000,000 pounds of blister copper per month, but operations are on a curtailed basis. The electrolytic zinc plant at Anaconda is capable of producing monthly approximately 9,000,000 pounds of electrolytic zinc This plant is not now in operation. At Anaconda the registrant owns and operates a foundry and brick plant; also a water system and a street railway which provides a transportation facility to the reduction plants. Plants at Great Falls, Montana At Great Falls, Montana, is located an electrolytic copper refinery of sufficient capacity to treat the entire blister copper production of the Anaconda Reduction Works. The cathodes from the tank house are melted and cast into shapes for the market in a furnace refinery, which contains three copper refining furnaces which use natural gas as fuel. The furnaces are equipped with casting wheels. The major electrolytic zinc plant is located at the Great Falls Reduction Works. The plant is similar to the Anaconda electrolytic zinc plant but is of twice the capacity. It consists of roasters for roasting tbe concentrates; leaching, settling and filtration equripneot for dissolving the zinc from the roasted concentrates; electrolytic tanks for electrolyzing the zinc sulphate solutions, casting furnaces, electrical equipment for generating direct current, The product <* r js high grade electrolytic zinc. The material treated consists of concentrates produced in part by the concentrator at Anaconda from ores produced by mines owned by the registrant and from pur chased ores, in part by the International Smelting and Refining Company's concentrator at Tooele, Utah, and in part by custom shippers operating in Utah, Idaho, Montana, and other states. Power and Fuel The plants at Great Falls, as well as the plants at Anaconda, and the mines at Butte, are sup plied with hydro-electric power purchased from The Montana Power Company. The Butte and Anaconda operations are supplied with gas purchased from Montana Power Gas Company, supplied from gas fields in northern Montana. The 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 maintained in connection with the reverberatory furnaces at Anaconda. Lumber Operations The registrant owns approximately 625,000 acres of timber lands in western Montana. Operations are conducted mainly for the purpose of supplying the necessary 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 100%owned subsidiary of registrant) operates lumber yards' in several cities and towns in Montana. Miscellaneous Operations At East Helena, Montana, registrant owns and operates a plant for 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 in a baghoose and shipped to Great Falls for conversion into electrolytic zinc. This plant is located on lands 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 Wasboe, Montana, the product of which is sold commercially. Registrant also owns and operates a small silver producing mine in Flathead County, Montana. A subsidiary owns and operates a small gold-silver property in Madison 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 six months notice. In addition to the foregoing, the registrant and its subsidiaries, Deer Lodge Valley Farms Company and Blackfoot Land Development Company, own approximately 500,000 acres of cut over, agricultural, grazing, and miscellaneous lands in Montana. The Butte Electric Railway Company operates the street car lines in the city of Butte and its suburbs. These tinea provide a transportation facility to the principal mines of registrant at Butte. The Butte Water Company owns and operates the water system supplying the dty of Butte and the mines in the Butte District. The system includes storage reservoirs and pumping plants on the Big Hole River and elsewhere. Diamond Coal and Coke Company operates coal mines in Wyoming. Until natural gas was brought in, these mines were the principal sources of fuel for the smelters and mines in Montana. Their production is now disposed of to the railroads and for domestic and miscellaneous purposes. Montana Hardware Company operates a hardware business in Butte, Montana. B. INTERNATIONAL SMELTING AND REFINING COMPANY International Smelting and Refining Company operates the following described plants in Utah, Arizona, Indiana, Ohio, and New Jersey: Utah At International, Tooele County, Utah, is located a reduction works containing a lead plant for the treatment of lead ores and concentrates, ^od a copper plant for the treatment of copper orZ'- ^ ^ coacentnttt, a* well as gold and silver ores containing insufficient lead to be treated in the lead plant operations. In addition, there is a concentrator for the treatment of complex zinc-lead-silver ores and lead ores and the zinc concentrates produced therefrom are shipped to the registrant's electrolytic plants in Montana. The productive capacity of the lead plant is approximately 16,000,000 pounds of lead bullion and of the copper plant *,500,000 pounds of blister copper per month. The lead bullion is refined at the International Smelting and Refining Company's refinery at East Chicago, Indiana, and the blister copper is refined either at its refinery at Perth Amboy, New Jersey, or at the refinery of the registrant at Great Falls, Montana. The complex zinc-lead-silver ores, lead ores and concentrates, copper ores and copper concentrates treated at this plant are for the most part purchased. The lead plant has been operating on a curtailed basis and the concentrator and copper plant have been shut down, 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 smelter for the treat ment of concentrates produced by Miami Copper Company and Inspiration Consolidated Copper Company, winch own mining properties in the vicinity of Miami. This smelter has no concen trating facilities, but is equipped with roasters, reverberatory furnaces and converters. The plant has a productive capacity of approximately 18,000,000 pounds of copper per month. Under present conditions this plant operates only occasionally and on a small scale. Registrant owns no stock interest in Miami Copper Company. Indiana At East Chicago, Indiana, is situated a lead refinery. It is equipped with softening furnaces, desilvering kettles, residue treatment furnaces, blast furnaces, and cupelatron 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 nc oxide. Ohio Another zinc oxide plant is sitaafrd in Akron, Ohio. The two oxide plants have a capacity'to produce from metallic-zinc approximately 7,000,000 pounds of high grade ziac oxide, pet month. New Jersey 'v-' A copper refinery known- as. the Raritan Copper Works, owned by the International Smelting and Refining Company, is located at Perth Amboyr New Jersey. Thejpbn* contains anode fur naces, dcctrolytijjgcficxag tanks aad refining furnaces for melting the copper cathodes and casting the refined cop|fifcfr|frebapes required by the market. The blister copper refined at this plant is shipped fnasr'tijHpfcgper smelter* of International Smelting and Refining Company and from smelting plaau'fyjlfr rrr tad ChBe of subsidiaries of the registrant, and at time* from the Ana conda smrher of the registrant The- foreign copper is refined in bond for expert, with the exception of a smalf portion withdrawn from bond and fabricated by The American Brass Company and Anaconda Wire tad Cable Company, into products for export, - At the Raritan Plant a custom refining business is carried on and scrap material is purchased and treated for the recovery of its metallic content The silver and gold-refinery on prem ises treats the slimes from the electrolytic tanks at this plant and from the. registrant's Great Falls Refinery together with the dore bullion from the lead refinery at East Chicago*- Indiana. The slimes from the electrolytic tanks treating anodes cast from scrap metals coofcdtt tin and lead, which are recovered in a plant constructed especially for this purpose. The Raritan Copper Works, when refining blister copper only, bad a capacity of approximately 46,000,000 pounds of copper per month. The plant is being readjusted to handle an increasing volume of copper produced from scrap. With these readjustments completed, the electrolytic refining capacity will be reduced to approximately 40,000,000 pounds per month, depending on the type of operation. The ea-wing capacity is in excess of this figure. This plant is operating on a curtailed basis. A wholly-owned subsidiary of International Smelting and Refining Company (Raritan Ter minal and Transportation Company) owns a railway from Raritan Copper Works to a connection with the Lehigh Valley Railroad, a distance of approximately one mile, of which approximately one-half is leased to the Lehigh Valley Railroad Company foy a term expiring June 30, 1943. Z Q- (a) Utah-Delaware Mining Company; This Company owns a mine in Bingham Canyon, Utah, which produces copper and lead-zinc ores. The mine is equipped with pumping and hoisting plants and is connected with the smelter at International, Utah, by an aerial tramway. Except for a small 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, California, consisting of 34 patented and 262 unpatented claims covering approximately 5,726 acres. In addition, the Walker Mining Company owns 106.22 acres of patented lands used for a mill and tunnel site. The mineral deposits of the Walker mine contain copper, gold 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 80 feet wide and the general aver age width of ore as stoped is approximately 30 feet. The principal vein minerals are quartz, pyrite, pyrrhotite and chalcopyrite. The mine is operated through a 3,650-foot cross-cut tunnel leading from the mine workings to the milling plant Ore below the tunnel level is mined through shafts sunk from the adit tunnel level. Shrinkage sloping methods are used except in minor instances where timbering is required. Tbe 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 block out ore bodies far in advance of current operations. Because of the width and continuity of the 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 ft is believed that tbe ore will persist and continue in depth and that the mine can be- operated at full capacity for many years to come. In conjunction with tbe mine and mill operation there are office and warehouse buildings,' shops, residences, bunkhooses, schools and miscellaneous buildings. An 8.6 mile aerial tram connects the mill with ore hiss on the Western Pacific Railroad at Spring Garden, California. This mine has been shut.down since February, 1932, but operations were resumed on or about October 1, 1935. (c) Moattpfak City Copper Company: Tbf^properties of Mountain Gty Copper Company are situated near Mountain Gty in the Cope Ifiaing District, Elko County, Nevada, and lie approximately midway between Mountain Home, Idaho, and Elko, Nevada. Graded highways are under construction which will connect Mountain City with both these railroad points. Mountain Gty Copper Company holds 43 unpatented mining claims covering approximately 470 acres, and in addition owns 176.83 acres of patented agricultural lands which cany mineral rights. Tbe property is still being developed. The Company's engineers state that development work to date indicates ore reservesr proved and probable, estimated to contain approximately 200,000,000 pounds of recoverable copper. The property is equipped with adequate structures and machinery 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 installation at the mine of ore reduction equipment and/or the construction of a railroad to connect tbe mine with existing rail facilities, shipments of ore will be made by truck from tbe mine to existing railroad facilities and thence by rail to smelters, shipments having commenced in September, 1935. Mountain Gty Copper Company obtains electrical power at the property from the Nevada Power Company at Jarbridge, Nevada, approximately 40 miles distant 12 (d) North Lily Mining Company: The business in which North lily Mining Company and its subsidiaries hare been engaged since their formation, consists in the exploration and development of mines and mining property and in the production of silver-lead-zinc and gold ores. The properties of North Lily Mining Company and its subsidiaries, the principal one of which is the North Lily Knight Company, are located in the Tintic Mining District, Juab and Utah Coun ties, State of Utah, and embrace approximately 6,265 acres of patented mining ground, twelve unpatented mining claims legally held under location notices, and approximately 2,812 acres of farm land and surface rights. The plant at the North Lily Mine ts modern and consists of compressor, hoist, head frame, blacksmith, machine and timber framing shops; office, change bouse, superintendent's residence, and other necessary plant buildings, water supply equipment, pumping equipment, mine cars, elec tric haulage locomotives, and other mining machinery, as well as an aerial tramway from the mine to the loading station at Dividend, Utah. The mine has not been operated since May, 1932. The shaft of Big Hill Mining Company, one of the subsidiaries of North Lily Mining Com pany, the properties of which are leased to North Lily Mining Company, is equipped with com pressor, hoist, head frame, pumping equipment, mine cars, etc. and is used for the North lily mine. This mine has been inactive for some time. The properties of most of the subsidiaries of North Lily Mining Company have been inactive for some time except for operation 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 fabricating plants in Ansonia, Waterbury, and Torringtoo, Connecticut; Buffalo,,New York; Detroit, Michigan; Kenosha, Wisconsin; and its subsidiary, Anaccnda-American Brass, Ltd, operates a plant at Toronto, Canada. The total area occupied by these plants is approximately 330 acres, of which approximately 109 acres are under roof. The products of these plants consist of copper and various alloys of copper in the form of sheets, rods, wire, tubes, castings, forgings, extruded rods and architectural shapes, flexible'metal hewe; and drawn- shells and stamping*. The Ansouia Branch occupies an are* of 863 acres, of which 223 acres are under roof. This plant is equipped to fabricate copper and various alloys of copper in the form of sheets, rods, wire, castings, forgings and stampengfc extruded shapes, and various cupper bars for electrical construction. The Wattrbwry Bttmch occupies an area of about 70 acres, of which 24.4 acres are under roof. This plant is i nnqjjffffrr fabricate copper and various alloys of copper in the form of sheets* tubes, <mall rods and wirik extra large tubes and shells; and nickel silver in sheets, wire and tubes; The American Afetal 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 brass, bronze, galvan ised steel for air, gas, water, oil, steam and electrical cooduha. The French Small Tube Branch at Waterbury occupies an area of 53 acres, of which 23 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 fasteners, soap boxes, ash trays, and miscellaneous small articles. The Tarrington Branch occupies an area of about 25 acres, of which 12.6 acres are under roof. The plant is equipped to fabricate copper and various alloys of copper in the form of sheets, tubes, rods, wire, and special shapes such as turbine blades, metal mouldings, copper projectile bands, and ammunition cups. The Buffalo Branch occupies an area of about 73 acres, of which 12.4 acres are under roof. The plant is equipped to fabricate copper and various alloys of copper in the form of sheets, strips, coils and tubes. 13 *3 The Dttroit Branch occupies so ai 18 1 .. . . The plant is equipped to fabricate copper and various allow of _ ?** "** * roof* strips, tubes, rods and wire, copper condenser heads, and harm fJ u".m, orni of **** ^ uars ior eiectneaPcoMtruction. The Kenosha Branch occupies an area of 26.9 acres, of which 14 4 This plant is equipped to fabricate copper and various alloys of copper ijTthe strips, tubes, rods, and wire, and hot pressed forgings; also copper bars for electrical construct^ The Toronto Branch (owned and operated by Anaconda-American Brass, Ltd a 100% owned subsidiary) occupies an area of 18.9 acres, of which 6 acres are under roof. This plant is equipped to fabricate copper and various alloys of copper in the form of sheets, tubes, rods and extruded shapes. 2. Anaconda Wire and Cable Company Anaconda Wire and Cable Company owns and operates plants for the fabrication, of copper rods, wires, cables, and accessories in a number of localities in the United States. The Great Falls, Montana, plant has a total lard area of 20.8 acres and has approximately 100,000 square feet of floor space. The equipment consists of two complete hot rod rolling mills; wire drawing, rolling and stranding equipment; and all necessary auxiliary equipment. Operations include the hot rolling of copper rods, drawing of various sues and tempers of wire and stranding or cabling. The Kenosha, Wisconsin, plant has a total land area of approximately 183,740 square feet and has approximately 213,498 square feet of floor space. The machinery consists of wire drawing machines; stranding and tinning machines; together with auxiliary equipment. Oper ations include the drawing of wire from copper rods, stranding, tinning, etc. This plant has been shut down since July, 1932. Two plants located in Sycamore, Illinois (DeKalb. County), have a total land area of approximately 600,000 square feet and floor spec* amounting to approximately 196,000 square feet The machinery consists of wire drawing machines, stranding equipment, cotton winders, braiding equipment, enameling ovens and equipment, magnet wire machines, and auxiliary equip ment. The operations include drawing copper rods into wire. Thereafter, such wire may be insulated or stranded and insulated according to the type of product desired. The Muskegon, Michigan, plant has a total land area of approximately 66,000 square feet and has approximately 9Q>000 square feet of floor space. The machinery consists of wire drawing machines; wire enameling machines; machines for applying textiles to copper wire; various coil winding machinery; and auxiliary equipment. The operations include the drawing of wire from copper rods into various sizes and tempers of bare wire. Thereafter, same is insulated according to the tjj* of product desired. TM^Anderson, Indiana, plant has a total land area of approximately 121,000 square feet and has aphKMoately 42,000 square feet of floor space. The machinery consists of wire drawing machines; firming machines; enameling machines; machines for applying textiles to wire; bunching, stranding and braiding equipment for floe wire, together with auxiliary equipment The opera tions consist of drawing wire from copper rods. The wire is drawn into various sizes and tempers 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 approxi mately 221,865 square feet of floor space. The machinery consists of wire drawing and stranding equipment, tinning equipment, complete rubber mill and vulcanizing plant for conversion of rubber, cniuhinery for application of rubber to wire, loom braiders, machines for manufacture of armored cable and parkway cable, and accessory equipment. Operations start with the drawing of wire from hot rolled copper rods; thereafter, stranding, braiding and insulating operations are performed according to the kind of product desired. The Hastings-on-Hudson, New York, plant has a total land area cf approximately 14.3 acres and has approximately 434,434 square feet of floor space. The machinery consists of a rod mill, wire drawing machines, tinning equipment, stranding equipment, cable equipment, lead presses, cot ton winding and braiding equipment, machinery for applying textile coverings to magnet wire, machinery for manufacture of parkway cable, cable accessories equipment, together with auxiliary equipment. Copper wire bars are rolled into rods and the rods drawn into wire. The wire is then insulated or stranded and insulated according to the type of product desired. z a . The- PomtmiH Rhode Island, plant has a total land area of approximately 296.831 square feet and has approximately 120,000 square feet of floor space. The machinery consists of looms for manufacturing non-metallic woven products, looms and braiders for covering wire, complete rubber mill and vulcanizing plant for the conversion of rubber, machinery for the application of rubber to wire and complete equipment for the manufacture of armored cable and metallic hose. Various sizes of bare copper wire and cable are stranded, braided and insulated according to the type of product required- Anacouda Wire and Cable Company's 100%-owned subsidiary, Anaconda Wire and Cable Company of California, owns in fee the two following plants: The Orange, California, plant has a total land area of approximately 151894 square feet and has approximately 84,000 square feet of floor space. The machinery consists of wire drawing machines, stranding machines, cotton yarn manufacturing equipment, cotton winders, braiders, and all necessary auxiliary equipment. Operations consist of the drawing of wire from copper rods. This may be shipped as such or further fabricated by stranding, insulating, etc. Certain lead cov ered cable is manufactured at this plant in accordance with an agreement with The Okonite Co. According to the agreement this plant furnishes the building space necessary and The Okonite Co. furnishes the machinery and equipment. The necessary labor, supplies and expenses are financed between the two companies and profits are shared according to the agreement. The Oakland, California, plant has x total land area of approximately 261,360 square feet and has approximately 29,560 square feet of floor space. The machinery consists of braiders, cotton winders, and necessary auxiliary equipment. Operations consist of the- insulating of bare copper wire. This plant has been shut down since May, 1931. The combined output, of manufactured products of The American Brass Company and Ana conda Wire and Cable Company for the period January 1, 1929 to June 30, 1935, was as follows: 1929 ................................. ........................................ 1,050,054,045pounds 1930 ........................................................................... 701,048,368 " 1931...............i.:...,-.............................................. S158W83 * 1932 .................................................... ...................... 291,142,401 " " 1933 ...I....,-.....'-.............. ................... : 384,479,098 1934 ........................................................................... 4X5,516899 " First 6 month*.of 19354 ':....................................... .. 2S7^87j665- " IA LKJl Q p r o d u c t s c o mf a x * The Products Company owns and operate* a plant for the production of white, fend at East Gf((fp*Mfaa*, located on land leased from International Smelting and Refining Company. fadfities iof producing approximately 10,000-tons, of white lead per year. K. TOOELE VALLEY RAILWAY COMPANY The Tooele Valley Railway connects the smelter of the Internrh'nml SoWKag and Refining Company at International, Utah, with the Union Pacific Railway and the-.Wfcatern Pacific Railway at Warner, Utah, about seven, miles away.. Ores delivered at the sme&er past.over the tracks of thi*. road excepting the ores from the Utab-Delaware mine, which.are hcooght in by tramway. The railway also operates passenger trains between the smelter and the town of Tooele, where prac tically all of the International Smelting and Refining Company's employees reside. F. INSPIRATION CONSOLIDATED COPPER COMPANY The registrant's interest in Inspiration Consolidated Copper Company a set forth, m the answer to Item 4(a). Inspiration Consolidated Copper Company owns mining dawns m the Gtobe-Miami District, Gila County, Arizona, consisting of 195- patented and 9 unpatented dfcitna covering 2,756 acres, and also 3,528 acres of other lands in part used for plants and diyaj of taifinga. . *3 Q 1- 15 The equipment of the mines and metallurgical plants have a capacity of producing 130,000,000 pounds of copper per annum in the form of concentrates, cement copper and electrolytic cathode copper from combined leaching and concentrating operations. The concentrates and cement copper are shipped to the International Smelting and Refining Company's plant at Miami, Arizona, for treatment on a toll basis, and the electrolytic cathode copper to that 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 with the Inspiration Consolidated Copper Company's own steam plant consisting of 4 turbo-generator units having a total capacity of 30,000 kilowatts. All properties are owned in fee, but are subject to the lien of the First Mortgage dated April 1 1932 to Guaranty Trust Company of New York, as Trustee, providing for an authorized issue of $10000000 principal amount of First Mortgage Gold Bonds, maturing April 1, 1942 of which $6933000 principal amount. Series A 7% Bonds (being the total amount of said bonds now issued) have been pledged to secure notes of Inspiration Consolidated Copper Company held by the registrant. The engineers of Inspiration Consolidated Copper Company estimate its present ore reserves as follows: r-- sr... Sulphide Ore ..................................... -.................. 41,217,769 Mixed oxide and sulphide ores.-............................. 27/93,001 1.438 1.276 Xotal ............................................................... 69,010/70 1.373 During the years 1925 to 1929, inclusive, copper production from this property averaged approxi mately 89 315,000 pounds per annum. The productive life of this property would be approximately 16 years at such rate of production based upon the estimated recoverable copper contents of the above ore reserves. This property has not operated since May, 1932, but recently preparation has been commenced for 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 phots. Its 100%-owned subsidiary, Chile Exploration Company, owns craning rights, easements, concessions and claims, on lands located at and in the vicinity of Qmquicanuta, Ejovince of Antofagasta, Republic of Chile, amounting to an area of approximately 19,55ft acres.. The known ore reserves, as well as the lands used for the purpose giant sites, tailings dumps, camp sites; and miscellaneous accessory mining requirements, are kxo^ wsduB said area. Tb* rights are held under the Mining Code of Chile and entitle the owner to work the mine or property and extract the ore contained therein. Such rights and the mining ease ments and concessions above mentioned are perpetual (except as to 49.3 acres the easement on which expires December 31, 1939, and except in several insauces not materially important) ; the mining rights are subject to the payment annually of a tax imposed in accordance.'wilh the Mining Code, and the concessions and easements are subject to miscellaneous payments provided for by the respec tive 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 to determine the ore reserves, there has been discovered a very material tonnage of additional ore. No detailed estimate of this additional tonnage has been but a preliminary estimate indicates that the ore reserves now contain approximately 1,035,000,000 short tons of positive and probable ore, consisting of approxi mately 360.000,000 tom of oxidized ore assaying 1.75% copper, 100.000,000 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 copper content of the above ore reserves would be sufficient for a production rate of 450,000.000 pounds of copper per year for about 85 years. The ore is mined by open cut methods, being loaded by electric shovels into standard-gauge ore cars for railway transportation to the redaction plant. The railways at the mine and plant consist of 81.2 mScs of standard-gauge track, of which 52.45 miles are electrified. 16 The present reduction plant for the recovery of copper from the oxidized ores and the oxidized minerals of the mixed ores, is complete. Certain additional plant Units will be 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 plant, the secondary crushing plant, leaching vats for the extraction of copper into solution; tailings 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 also 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 land on which same is located being owned in fee, and an oil storage plant located on approximately 1T 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 refined copper, per year. However, due to conditions in the world's markets, the production of Chile Exploration Company has been curtailed in recent years. At Tocopilla on the Pacific Coast of Chile, Chile Exploration Company owns a turbo-gen erator power 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 station itself 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), for 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 10G meters wide by 140 kilometers long for the erection of an additional transmission line between the same point*. 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 be cancelled on six months' notice, another which continue* for tha duration of the Company's requirements, and the * third which expires December 31, 1941. The oiL storage plant ai Tocopilla (as adjunct of and adjacent to the power plant) is located on government, lands undeTTfeeree No.. 1756,'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*! townsite at Tocopilla is located on lands pursuant 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 transmisrioc lines for a distance of approximately flunks with a voltage of approximately 110,0001 By decree-Jfih 3645, dated July 31, 1934, the Company is also granted the right to nse lands for a telephone fine from Tocopilla to Chuquicamata. The easement is indeterminate as to rim* but lapses if the private nature of the purpose for which it is granted is modified or discontinued. By decree No. 534, dated March 13, 1914, as renewed by decree No. 1964, dated May 3, 1929, the Company is entitled to occupy lands for the purpose of building a dam, settling tanks and pipe lines and a telephone line from 3aa Pedro to Chuquicajzatz, a distance of approxi mately 37 miles, and to occupy government lan.ls as shown by maps accompanying the decree, consisting of a plot 300 meters long by 150 meters wide and a strip 20 meters wide, by 60 kilo meters 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 controlled by the Chile Copper Company), a distance of about 162 miles. At Antofagasta the copper is loaded into ocean vessels for shipment to various ports of destination. Chile Copper Company owns ail of the shares of Chile Steamship Company Incorporated, which owns one freight steamship and also has under charter two oil tankers for the purpose of transporting oil principally to Tocopilla and Antofagasta, Chile. Greene Cananea Copper Company itself owns d o mining properties. Its subsidiary, The Cananea Consolidated Copper Company, S. A., holds mining claims or titles of concession (under the laws of Mexico) covering lands comprising an area of about 9,200 acres, situated at Cananea, State of Sonora, Mexico. The claims consist of grants from the Mexican Government to mine and recover the metals so long as said Mexican Company pays the annual taxes thereon. The reduction works, industrial railway, power plant and tailings disposal sites of said Mexican Com pany are situated on lands covered by the claims, title to which lands is in the Mexican Com pany, and is subject to the payment of the annual taxes. Cananea is connected with the United States-Mexico border town of Naco, Arizona, by approximately 40 miles of railroad owned by the Southern Pacific Railroad of Mexico. The reduction works of the Mexican company comprise crushing plant, concentrator, smelter, mechanical shops, warehouse, and accessory structures and facilities, and have a productive capacity of approximately 100,000,000 pounds of copper per annum, although the operations are and have been curtailed during recent years. The Mexican Company's engineers estimate that ore reserves now developed are sufficient to maintain production at the rate of approximately 60,000,000 pounds of copper annually for about right years, but that such reserves are not a measure of the productive possibilities of the property. Exploration and development work is performed currently with ore extraction. The property has a long productive history and covers a large strongly mineralized area, much of which is unexplored. In addition to copper, a substantial quantity of molybdenite- and small amounts of silver and gold are now being produced. I. ANDES COPPER MINING COMPANY Andes Copper Mining sCprapany owns mining rights and claims on lands located in the central part of the Republic of Chile at Potrcrillos, in die Province of Atacama, having an area of approximately 1,954 acres- ' .v In addition, Andes Copper Mining Company owns through purchase, approximately 277,380 acres of land in fee foe the putpba* of assuring its water supplies and for water resources and has metafile and nop-meta^c cli^isxoverigg- approximately 687 acre* for the. purpose. The Company also holds metaffe and non-metallie claims of approximately 12^629 acres for its Reduction Works* taifingfe dnfiroad, town sites and miseefianeous properties. The oMfenpbtl and non-metallic claims above set forth are constituted under the MisiAftjHglFCfc&e awl fOtfC the right to use the surface of. the land, and in the case of mining clahni, the right to-mine and remove the metals and,- in the * of non- metallic dN^HjK^rifbL to rtm nod-metallic material. Such rights^nd Aw h are perpetual so long as tbd^P|8p^r pays the annual taxes imposed under the Minu^Cbde of Chile. The And** Copper Mining Company's reduction works, occupying approximately 132 acres, of which about 2$ acres are covered by structures, consist of crushing concentrator, sroeher, leaching plant, electrolytic phut for deposition of copper-from leach&g plant solutions, sulphuric add plant, mechanical shops, warehouse, and brick plant There are also stores, houses for employees, hospitals, and accessory structures. The plants hare a productive capacity of 230,000,000 pounds of copper per annum, although the operations' are and have been in recent years curtailed. In additioa to copper, small amounts-of silver and gold are produced. The reduction works are connected with the seaport of Barquito 967 mib* by a one- meter gauge railroad, of which the Andes Copper Mining Company and its subsidiary, PotreriUos Railway Company, own 607 links. The balance of the railroad is owned by the Orilegn Gov ernment, and over this section the PotreriUos Railway Company- operates its trains under an agreement with the Chilean Government The port at Barquito is equipped with bouses for employees, warehouse, wharf, fuel oil storage tanks and oecesatry means for receiving and dispatching ocean-going freight The .Company's main electric power plant, boring a capacity of 30,000 kilowatts, is situated at Barquito. The lands used for railroad right-of-way, pipe Hoe, transmiarion line, and wharf construction, are held under long terns governmental concessions, hereinafter referred to. In addition to the tonnage set forth above the Andes Copper Mining Company's engineers 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 tonnage. The productive life of the above ore reserves will depend upon the scale and cteracter 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 approxi mately 11 miles west of Santiago, Chile. These mining claims and rights are constituted under the 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 through pur chase the agricultural land where all these mining claims are located. The mining claims consist of two groups, as follows: Lo Aguirre group, having an area of 49420 acres, and La Africana group, having an area of 486.79 acres. Lo Aguirre property contains a partially developed copper ore body of the disseminated 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 lands have an area of 18,430 acres, and are used fqr stock and crop raising, which constitute the only operations of the Santiago Mining Company. ., Except as above set forth the pfinta and units of registrant and ifia subsidiaries in the United States described above axe located, to bad held in fee, subject to current tax assessments, liens, leases* rights at way, easements,-*ad other rights and encumbrances. Except'as above stated the principal rigM3fCQMSe tad Mexico above described, registrant is advised; are perpetual while the amwal taxqpjBppggf and until abandoned and are subject to the laws of those countries, rights of way, euantoj&i other rights and encumbrances. No examination of tides to properties has been made foeTBfjwrpoae of thb registration statement or the prospectus. The principal plants and units have bees h*M for many years without any unfavorably adjudicated claim. 8. Outline briefly the general effect of all material franchisee and concessions hold by the registrant or its ntbeidiariaa. A. OPERATIONS IN MONTANA Anaconda Copper Mining Company Special use permit from the United States Department of Agriculture in Deer Lodge National Forest (or a right of way for a flume for conducting water from Georgetown Lake to Silver Lake in Deer Lodge County, Montana, subject to cancellation. Butte, Anaconda A Pacific Railway Company Various Ordinances passed and approved by City of Anacooda, Montana, granting perpetual right of way along certain streets and alleys in the City of Anacooda for railroad purposes. Various Ordinances passed and approved by the Qty of Butte, Montana, granting perpetual rights of way along certain streets, alleys and ways in the City of Butte, Montana, for railroad parpooc*. 1 -13 c. ? * ^ -y -- 19 Franchise from the County ot SUver Bow, Montana, granting perpetualright of way for rail road purposes over certain highways in said County. Perpetual right of way for railroad purposes over land owned by United States.-Cu.cmmow. near the City of Anaconda, Montana, covering a distance of approshnaiely'eleven miles. Water Works, Anaconda-- Montana" Ordinance granting perpetual franchise to lay, maintain and repair water pipes over certain streets and alleys in Anaconda, Montana. Butte Water Company Ordinances passed by the City of Bntte, Montana, granting light of way through certain streets and alleys oi Butte for the purpose of laying and maintaining water pipes, mains and systems. Ordinance passed by the City of Walkerville, Montana, granting right through certain streets and alleys of Walkerville for the purpose of laying water pipes in a system of water works. Various rights of way from the United States Department of Agriculture in Deer Lodge National Forest to construct and maintain conduits for conveying water and for a telephone line. Right of way from the State of Montana for constructing and maintaining a conduit for con veying water upon and across certain State lands. B. INTERNATIONAL SMELTING AND REFINING COMPANY Concession from Gty of Perth Amboy, New Jersey, granting privilege of depositing blast furnace slag on city-owned property until July 11, 193& Concession from Gty of Perth Amboy to Raritan Terminal and Transportation Company (a subsidiary of International Smelting and Refining Company) granting permission to cross certain streets within the city limits for railroad purposes. C. CHILE EXPLORATION COMPANY t' ._ * '* Decree No. 878, dated Aprif 3, 1913, grants authorization - from the Treasury Department of the Republic of Chile to Qsfle Exploration Company to establish branch office*, and agents in Chile, and provides that, the acCi and obligations of the corporation effected, of incurred In Chile shall be subject to the laws of that Republic and that its property m Qrde shall be subject to the fulfillment of its obligations incurred m that country. on to the arming rights, concessions, easements and claims referred to in the state ments djafer, item 7, the Chile. Exploration Company holds concessions from the Chilean Govern ment rights for -water, both for industrial purposes and potablewater, concessions for pipe lines iesetfhe transmission of this water to Gbuqnscaxnata, concessions furpuWu Hoes and telephone lines and railways,. and other concessions of a minor nature* all in connection with the operations of the Company at Qraqmeamata. Most of the important concessions endure for the duration of the requirements of the Chile Exploration Company. Other concessions expire at various dates hymning with 2937, but it is expected that such, concessions will be renewed in due coarse as they have bees in tte past. The concessions above mentioned which are considered to be of greater relative importance (other than the concessions set forth in the statements tinder item irr IstcitTTiJLuuulu . Easement for Disposal of Tailings Water: Decree No. 2337, dated November 26, 1915, authorized the Fiscal Treasurer of Antofagasta, Chile,'to execute is behalf of the Chilean Govern ment a deed granting to Chile Exploration Company an. easement for the* discharge of tailings water from the leaching processes at the Chuquicamata ore treatment plant over a route set forth in a plan filed with the decree approximately 9 miles in length ramwring with the River Seco. The deed was executed, delivered and recorded in accordance with the decree. It is provided therein that tailings water musf not contaminate other private or public waters, and in of such contami nation, Chile Exploration Company must install a purifying process. The decree does not by its terms limit dbe life of the easement. Railway Concession: Decree No. 809 of July 29, 1913, issued fry the RepabUc of Chile, grants to Duncan Fox Ac Company, who acted as agents ion the Chile Exploration Company, a concession 2' 20 sr?/ ao&orizing the abstraction of a railway between the Chnquicamita mine and the ore treatment plant, and between the ore treatment plant and the terminus of the Chuquicamata branch of the . A*tn*faeasta (Chile) & Bolivia Railroad. Decree No. 165 dated April 15, 1919, authorized the construction and operation of certain service branches. Decree No. 3652 of December 29, 1913. issued by the Republic of Chile, grants to Duncan Fox & Company, who acted as agents of the Chile Exploration Company, right of way over goveramem WU for the construction 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, being 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 die plan therefor. Concessions for Power Lines from Tocopiila to Chuquicamata and other Concessions at Tocopilk: By decree No. 1264, dated March 19, 1914, the construction of the electric power plant of Chile Exploration Company at Tocopiila, Chile, on the Pacific Coast, was authorized for the purpose of transmitting high tension electric current to Chuquicamata for a period of ten years from the date the installations are placed in operation. Decree No. 3478, dated June 25, 1914, authorized the hanging of the route of the transmission line. By decree Nq . 2485, dated October 29, 1926, there was granted to Chile Exploration Company for an indeterminate period up to 60 years a renewal of the concession to maintain the power plant and the transmission lice No. 1 from Tocopiila to Chuquicamata. By decree No. 3520 bis, dated October 30,1923, there was granted to Chile Explora tion Company for a term of 10 years permission to erect an additional high tension line between Tocopiila and Chuquicamata and to utilize fiscal lands as required for this purpose. By decree No. 4481, dated November 13, 1933, there was granted to Chilt Exploration Company for an indeter minate period an extension of the right to operate a second transmission line and to utilize such fiscal lands as may be available for public use and may be required for tins second transmission line. By decree No. 2186, dated October 27, 1916, Chile Exploration Company was authorized to eract a breakwater at Tocopiila to exclude, seaweed from the intake tunnel, for the power plant, no time limit being set for this authorization. By decree No. 1488, dated May 19, 1920, this authoriza tion was extended for the deration of the Company's requirements and it was stipulated that two customs guards must be maintained. ] The Company has two permits to maintain mooring-buoys and submarine oil pipe lines in the Bay of Tocopiila which- are used .for"unloading of tank steamers, These permits expire on Decem ber 3t, 1937 and December 3tk 1938; respectively. Harbor Buoy* and Marine Pipe Line Concessions at Antofagasta,r The Company has per mits to maintain harbor' buoyrat Antofagasta which have beta renewed from time to time and now expire Dacqi'3j^'1938. * '_ Water CaqflE|ptt Decree No. 2,184, dated November 28,1913, granted'to the Chile Explora tion Company dEjpab. to use a flow of 175 Uteri per second from the waters of San Pedro River, for the |pqM of leaching copper bearing ores. This concession was confirmed by decree No. 1,968, dated Jim* 14, 1927. No time limit is specified. By decree.No. 434, dated March 13, 1912v there was granted the right to 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. 3,000,`dated June 6, 1929, pro visionally granted the right to the Chile Exploration Company , to 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 to 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 a specified. By decree No. 362, dated 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 Toconcc River, and contingently a concession for industrial purposes of 8.1 liters per 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 liters per second from the waters of- the Toeonce River for domestic and industrial purposes. These rights were later confirmed and continue so long as the waters are used for the purposes specified. The amount to which the Company ia entitled (from z CL the Toconce 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' notice. Rights were also granted to use government lands for the construction of the necessary hydraulic 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. On May 30, 1914, the Company was granted permission to set up telephone poles in certain streets in Tocopilla. The concession granted by decree No. 1,521 was extended and now continues without 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 Chile, 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 Chile to the Potrerillos Railway Company of water to the extent of two cubic meters per second in the La Ola River, Department of Chanaral, 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 Potrerillos Rail way Company to Andes Copper Mining Company. The construction of the works provided by the concession to be constructed as a condition thereof has been completed within the time fixed by the original and subsequent concessions. 3. Grant from the Republic of Chile to Potrerillos Railway Company of permission to erect high tension line from proposed electric power station in ME1 Barquito" Bay to Potrerillos mines. This concession was transferred to Andes Copper Mining Company and is for a period of sixty m years from April 30, 1931, but will automatically lapse on the tenmnatioc 0%. change of the busi ness of Andes Copper Mating Company. 4. Permit from the Republic of Chile to deposit imported merchandise for Potrerillos mines in the warehouse at Banprits. - 5. Concessions from the Republic of Chile permitting installation of buoys, moorings and slip ways in Barquito Bay at an acetal rental of 9720 pesos. A. - ^POTRERILLOS RAILWAY COMPANY 1. Authorization from the Treasury Department of the Republic of Chile to establish branch offices and agents m Chile, 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 *h*t country. 2. Concession from the Republic of Chile to construct and maintain an electric or steam rail way between the Potreritto* mines. Department of Chanaral, and a point on the State railway in the neighborhood of Pueblo Huudido, having a length of approximately 110 kilometers and a gauge of one meter. Concessionaire is required to establish a public freight and passenger service 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 junction of its fine with those of other existing railways or branch lines from other industrial establishments; to draw up contracts for the interchange of traffic and for the transportation of passengers and 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 be in force on the State railway, the State trains to be allowed to run on the concession line paying a similar toll. The period of the concession is 90 years from the date when the railroad was opened for traffic, which was September 25, 1925, which date was fixed pursuant to order of Railway Inspection 2Z ' - Department. At tbe end of the concession the line becomes the property of the Republic of Chile and the concessionaire most also cede to the State all materials in stock at that date at ctat price. The foregoing concession was granted to Mr. William Braden and was transferred by him to Potrerillos Railway Company with the approval of the proper officials of the Government. 3. Grant by the Republic of Chile of lands for the construction of a railway between the Potrerillos mines and a point on the State Railway in the neighborhood of Poeblo Hundido, hav ing a length of 111 kilometers and a width of 30 meters. Inasmuch as the concession for the operation of the railway runs for ninety years from September 25, 1925, the concession to occupy Government lands for the purpose of the railway continues for tbe same period: 4. Concession from the Repuhlic of Chile for the construction and operation of railway line between Barquito Bay and Chanaral, subject to all conditions set forth.in the concession covering main line from mine to Pueblo Hundido. This concession is for the same period as the main railroad to Potrerillos, that is, 90 years commencing with the same date, but it terminates if for any reason the Barquito land and wharf concession should be cancelled. The Government is entitled to a reduction of 505b in the rates in force on articles transported for it for the tue of the State Railway, 5. Concession from the Republic of Chile of Government lands thirty meters wide by four kilometers long for the purpose of constructing a branch line between Chanaral and Ef Barquito. Such concession is for a period of thirty years from July 22, 1916 and subject to extension of fur ther period. 6. Concession from the Republic of Chile to Mr. Wiliam Braden for thirty years from June 7, 1916 and subject to extension of further period, of seventy hectares os El Barquito Bay, south of the Port of Chanaral, for the installation of establishments for the treatment of minerals, a smelter, and installations necessary for their shipment. The fee payable is 206 pesos per hectare per annum, which is increased to 300 pesos per hectare for the last ten years of tbe concession. These rates are reduced to 20 pesos per hectare per annum if a law is passed taxing expert of min erals or the profits of mining concerns. This cnpccsaion also grants-permfstifiv to construct and operate a wharf in El Barquito Bay. subject to an annual payment of 6,066 pesos. Thai concession was transferred by Ur. Braden to Potrerillos Railway' Company with, the' approval of tile Gov- eramenL ' 7. Grant from tbe Republic of- Qsile to Potrerillos Railway Ccaopway foe water' conduit pipe lines on Government lands for thirty years from July 22, 1916, such pipe lines to run between die fans "Qtebcads Largs'* and' Potrerillos, and between ffie farm named "Aseatoa" and El Barquititb'^. F. TOOELE VALLEY RAILWAY COMPANY 1. Franchise to operate steam raihray over tbe streets of Tooele, Utah; This franchise expires December 7, 1958. ~ Z Franchise from County of Tooele, Utah, permitting the Tooele Valley Railway Company to pass over roads and highways in Tooele Precinct and Liberiew Precinct. Una franchise expires January 4, 1959, and Ja cancelable if trains are not operated for a oat-year period. * < PNYC00001876 in itiinib. PNYC00001879 23. A. If tbsre is any class of securities of the registrant other *hn those called for by items 9A, 10A, 11A, and 12A, outstanding or authorised, set forth information concerning such securities similar to that required for the securities mentioned. None. # B. If there is any class of securities, other than those called for by items 96,10B, UB, and 12B, to be offered under this registration, set forth information concerning such securities simi lar to that required for the securities mentioned. None. DESCRIPTION OF SECURITIES 14. Funded debt, other than that to be offered; As to each issue, other than that to be offered, set forth in answer to Item 9A, give the title of the issue and furnish the following; (a) Date of issue. (b) State the annual amount required for the satisfaction of amortization, sinking fund, redemption and retirement provisions. (c) Outline briefly the terms of any conversion or voting rights. (d) Sute whether secured by any lien, and briefly describe the principal property sub jected to such lien. (e) State whether the respective indenture permits the issuance of further securities, and, if so, state the amount. (f) If serial, give the plan of serial maturities, (g) Outline briefly any provisions to maintain any ratio of assets, not to declare divi dends, not to secure other issues without securing the particular security, and provisions of a similar character. (h) If the obligation to pay interest it made dependent upon earnings or other spe cial conditions, outline briefly the provisions applicable thereto. None. - , IS. Funded debt to-be offered: ? As to sack uume'eet forth in answer to Item 9B, give the title of the issue and furnish the - - ' . 4)4% SlHZXXGl Fc JTO Do EXTUIM, DOS OciOBEt 1, 1950 The Debentures described m this Item 15 (hereinafter in this item referred to as the "Deben tures'') are to be-issued under an Indenture dated October 1, 1935, between registrant and Guar anty Trust Company of New York, as Trustee. The following summaries ?xt based on the provi sions of the Indenture, a copy of which is herewith submitted as Exhibit B-l, to this registration statement- Such summaries are made subject to all of the terms and provisions of the Debentures and of said Indenture to which reference is made for a full and complete statement of its terms and of the rights of the holders of the Debentures. (a) Date of issue. As of October 1, 1935. (b) Outline briefly the amortization, sinking fund, redemption and retirement provi sions, and state the annual amount required for the satisfaction thereof. The Indenture provides that .on August 15, 1936, and on August 15 of each year thereafter to and including August 15, 1949, the registrant will pay to the Trustee for the purposes of a sinking fund, an amount equal to the sum of the following: (a) $1,000,000 plus (b) 20% of the consolidated net income of the registrant as the same is defined in the Indenture, for the period of twelve months ended on the next preceding December 31; provided, however. FSs-1 m (1) The amount of any sinking fund payment to be made on each: sinking fund payment date under clause (b) above shall not exceed a sum sufficient to equal the purchase price, as defined in the following paragraph (2), o* the amount necessary for the redemption (excluding accrued interest) of a principal amount of Debentures which, when added to the aggregate principal amount of Debentures previously retired since the date of the Indenture, plus the aggregate principal amount of Debentures to be retired (either by delivery of Deben tures to the Trustee or by redemption) through the application or use of the payment (to be made on such sinking fund payment date) referred to in clause (a) above, will equal in the aggregate the principal amount of Debentures set forth in the following table opposite such sinking fund payment date: August 15, 1936..................... August 15, 1937..................... ................. August 15, 1938..................... ................. August 15, 1939..................... ................. August 15, 1940..................... ................. August 15, 1941..................... ................. August 15, 1942..................... ................. August 15, 1943..................... ................. August 15, 1944..................... ................. August 15, 1945.................... .................. August 15, 1948.................... .................. August 15, 1947.................... ................... August 15, 1948.................... ................... August 15, 1949.................... 11,000,000 16,500,000 22,000,000 27,500,000 33,000,000 38,500,000 44,000,000 49,500,000 55,000,000 55,000,000 55,000,000 55,000,000 In any case where on any giving fund payment date the aggregate principal amount of debentures previously retired and to be retired through the application or use of the payment referred to in clause (a) above equals or exceeds the aggregate principal amount of Debentures set forth in said table for such sinking fund payment date, no sinking fund payment under clause (b) above is required. The word "retired" as used in said Indenture is defined to mean *S Debentmes delivered to the Trustee for cancellation (whether or not for purposes of the smiting fund)* and aO Deben- ' tuxes which have been redeemed, o p called for redemption (either at the option of the registrant or by operation of the sinking fund or under the provisions of Section 22 of the Indenture) by notice of redemption published at least once as provided in said Indenture and payment duly provided for. , (2) At its option, the registrant, in lien of making any such payment for the linking fund in whole or hfcpact .m cash,, may defiver to the Trustee Debentures (except Debentures there tofore nllnffntt iriVnifitinn either by operation of the sinking fund or at the option of the regis trant or uHflj&th* provisions of said Section 22) with all unmatured coupons attached, the Del....hirw'iBjbffrercd to be received by the Trustee in lien of cash to as amount equal to the purchase price of soch Debentures paid by the registrant in the acquisition thereof (including usual brokerage commissions, and other expenses with respect to the purchase, thereof, bat exclu sive -of accrued interest). In the event that for any such twelve-months' period there shall not be any consolidated net income of the registrant, no sinking fund payment shall be required under clause (b) above. Tbe words "consolidated net income" of the registrant are in said Indenture to mean the consolidated net income of the registrant and its subsidiaries (as defined in Inden ture) as such income appears in tbe consolidated income statement for the registrant and its said subsidiaries, as such statement is set forth in the annual report of tbe registrant to its stockholders for the respective twelve months' period, such net income being the amount remaining after deduction of all charges and interest, including interest on tbe Debentures, all operating reserves, including depredation and obsolescence, amortization of debt discount and expense, provision for all taxes, including income and excess profits taxes of tbe registrant its said subsidiaries (including any additional taxes payable for any prior period provided such period is subsequent to January 1, 1935) and net income applicable to minority interests in subsidiaries the accounts of which are included in said consolidated income statement, afl such items to be deducted to the extent charged in snch statnnent (but without any deduction for -depletion of metal mines), provided, however, that in the computation of consolidated net infor the purpose of determining the amount required for sinking fund payments, there shall not be mended (a) profits or losses in connection with the sale or transfer of property, plant and equipment, other *those occurring incidental to ordinary dismantlements or retirements; (b) profits or losses' arising from the transfer or sale of shares of stock of any subsidiary; (c) profits or losses with respect to the dissolution of any subsidiary; and (d) adjustments on account of any valuation of inventories at other than the cost of such inventories, the inventory practice or method of the registrant and its subsidiaries in effect for the six-months' period ending June 30, 1935, as to cost of inventory to be followed in such statement The Indenture provides that the registrant shall file on each sinking fund payment date with the Trustee a statement of its consolidated net income in accordance with the foregoing provi sions. The method adopted therein with respect to the inclusion or exclusion of income or deduc tions of any corporation which became or ceased to be a subsidiary during the respective twelvemonths' period shall be conclusive for the purposes of determining the amount payable under clause (b) of the first paragraph of this Item 15 (b). The consolidated net income set forth in such statement shall be taken as the consolidated net income and shall be conclusive for ail such purposes. The Indenture provides that for such purposes, the registrant may omit from its consolidated net income statement for any twelve-months' period the income and deductions of any subsidiary or subsidiaries the accounts of which are not included in'the consolidated financial statements published, in the annual report of the registrant to its stockholders for the respective twelvemonths' period, if the total investment of the registrant and its subsidiaries, as shown by tbeir respective books, in the subsidiary or subsidiaries the income and deductions of which are so omitted, does not exceed three per cent. (3%) of the gross book value of the assets of the regis trant and its subsidiaries (the accounts of which are included m such consolidated balance sheet) as shown by such consolidated balance sheet The Indenture provides that the terms "subsidiary" and "subsidiaries" as used therein shall mean (a) any corporation or corporations at least 75% owned (1) by the registrant, or (2) by any corporation or corporations at least 95% owned by the registrant, or (3) by the registrant and any corporation or corporations mentioned in (2); and (b) any corporation or corporations at least 95% owned by any subsidiary or subsidiaries as defined m the preceding clause (a) and/or the registrant The term "owned" as used m clauses (a) and (b) above with respect to a corporation is defined to mean the respective percentage of ownership, at the time, of its capital stock entitled generally to vote for directors (not any stock entitled so to vote only upon the happening of some con tingency^' The phrase "at the tone" as used in the Indenture with respect to the determination of whetterjay provision of the Indenture is applicable to a corporation for the purpose of determining whether^auch corporation is a subsidiary and thus subject to the provisions thereof, is defined to mean the when the specific provision is controlling. The Trustee shall apply any cash received on each such sinking fund payment, together with any unused fakwy of any preceding sinking fund payment to the redemption on the next succeeding October t of Debentures to an amount which will most nearly exhaust such moneys, at the current redemption price or prices applicable as hereinafter stated to a redemption of Debentures in part only. In the event that, due to the reduction to be made (as hereinafter set forth) in the redemption price for each $11,000,000 principal amount of Debentures redeemed or theretofore or then to be called for redemption or delivered to the Trustee for cancellation, the Debentures to be redeemed by moneys then in the sinking fund shall be redeemable at different redemption prices, the Trustee shall determine by lot the Debentures to be redeemed at the higher redemption price before deter mination by lot of the Debentures to be redeemed at the lower redemption price. Regardless of any other provisions with respect to sinking fund payments the Trustee is not required to proceed to the redemption of Debentures at any time unless the moneys then in the sinking fund shall amount to at least one hundred thousand dollars ($100,000), exclusive of any- interest which may be allowed thereon. The Debentures are subject to redemption as a whole or from time to time in any part by lot at the option of the registrant on any date prior to maturity, upoo notice published at least four times in one daily newspaper printed in the English language and of general circulation in the Bor- 30 ough of Manhattan* the City of New York, the first publication to be not less than thirty 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: if redeemed prior ta October 1, 1940, one hundred and five per cent. (105%) ; if redeemed on or attef "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 per cent. (103%) ; if redeemed on or after October 1, 1946 and before October 1, 1947, one hundred two and one-half per cent. (102#%); if redeemed on or after October 1, 1947 and before October 1, 1948, one hundred and two per cent. (102%); if redeemed on or after October 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 and one per cent. (101%); (2) In case of a redemption of the Debentures in part only: at one hundred and five per cent. (105%) less -one per cent. (1%) for each full eleven millidn dollars ($11,000,000) prin cipal amount of the Debentures which (a) have been redeemed or theretofore called or are then being called for redemption (at the option of the registrant or by operation of the sink ing fund or under the provisions of Section 22 of the Indenture) in accordance with the fore going provisions and payment duly provided for, or (b) have been delivers! by the registrant at least forty (40) days prior to the redemption date to the Trustee for cancellation (including Debentures delivered to the Trustee as port of any sinking fund payment in lieu of cash or sur rendered to the Trustee under said Section 22) ; provided, however, that in case of any partial redemption of Debentures on a redemption date on or after October 1, 1945 and pnor. to matu rity, the redemption price thereof shall in no case exceed the redemption price applicable under clause (1) above to the redemption- on such date of aO the Debentures outstanding. (c) Outline briefly the terms of any conversion or voting rights. None. (d) Sute whether secured by any lien, the kind thereof, and briefly describe the prop erty subjected to such lien. Not secured by any lien. - () State the priority as tb security of the issue registered and briefly state all exist ing indebtedness secured by Uettft on the property securing the issue registered, ranking prior to or pari pessu with tbe Bens securing the issue registered, and the kind of any such prior or pari peaeit liens. the plan of serial maturities. (g) If additional securities of the tame issue may be Issued under the respective inden ture, state the amount thereof and outline briefly the conditions on which 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 if issued; will as to security rank ahead of, or pari paseu 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 time either mortgage or pledge any of its property or assets now owned or hereafter acquired, without 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 by such mortgage or pledge; and the registrant covenants that if and when it shall create any such mortgage or pledge the Debentures will be so secured thereby; and in paragraph B of said Section that, except as therein expressly permitted, it will not permit any subsidiary to which said covenant applies as provided in paragraph C of Section 19 referred to below, while it continues a subsidiary, 'V z a. 31 to mortgage or pledge any of its property or assets now owned or hereafter 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 oaragraph C of said Section 19 to the subsidiary wluch 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, Hen or 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 contained in said Section shall be construed to apply to or prevent: (1) the purchase of additional property or other assets by the registrant, or by any sub sidiary to which the covenants of said paragraph B of said Section 18 apply, subject to any mortgage, pledge or lien existing thereon, or subject to a purchase money mortgage, pledge or lien created thereon in connection with the acquisition of any such property or assets, or the creation of a mortgage, pledge or lien on property or other assets hereafter acquired to secure, pay or provide funds for the payment of the purchase price thereof; provided, how ever, that the aggregate principal amount of indebtedness secured by any such mortgage, pledge or lien shall not exceed 75% of the actual cost (including therein the amount of such indebt edness) to the registrant or to such subsidiary of the property or assets subject to such mort gage, pledge or lien; and provided further that the provisions set forth in this clause (1) apply only to a purchase from a seller other than a subsidiary or the registrant, the provisions of said paragraph B however to apply to the creation of a mortgage or pledge by a subsidiary (to which the covenants in said paragraph B apply) in connection with a purchase of property by it from any other subsidiary or from the registrant; (2) the pledge by the registrant, or by any subsidiary to 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 purpose 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 Clause (3) or (b) as to a subsidiary becoming such after the date thereof, a mortgage, pledge or other lien on property or assets of such subsidiary, or unsecured bonds, notes or other funded indebtedness of such subsidiary existing at the time it became a subsidiary; provided in any case that the principal amount of the indebtedness secured by such mortgage or pledge h>ll not exceed the principal amount of the indebtedness secured by the mortgage, pledge or lies outstanding, or the principal amount of the unsecured bonds, notes or other funded indebtedness outstanding (to be refunded) at the time of such renewal or refunding, and that such renewal or refunding mortgage, pledge or lien shall be limited in lien to the same property or assets that secured the mortgage, pledge or lien renewed or refunded, or in the of the renewal or refunding of funded indebtedness of a subsidiary, to the property and assets of such subsidiary. The term "assets" as used in said Section 18 is defined to include, without limitation, shares of stock (including voting trust certificates therefor) or other securities of any subsidiary or any other corporation. In and by Section 19 of the Indenture, the registrant covenants in paragraph A thereof that except as thereinafter expressly permitted, it will not permit any subsidiary to which this covenant applies as provided in paragraph C of said Section 19 to create any funded indebtedness uniess (a) the registrant and/or another subsidiary or subsidiaries shall forthwith acquire all the bonds, notes or other obligations evidencing the same, and (b) so long as the foregoing covenant remains appli cable under paragraph C of Section 19 to the subsidiary which created such funded indebtedness, the bonds, notes or other obligations evidencing the same shall continue to be held by the regis trant and/or another subsidiary oe subsidiaries free and clear from any pledge, lien or charge, except as permitted by Section 18. The words "funded indebtedness" as used in said Section 19 and in Section 18 are defined to mean any unsecured indebtedness which by its terras matures more than oue year after the date of the creation thereof. It is further provided that oothing in said 32 Section 19 contained shall be construed to apply to or to prevent (a) the creation oi indebted ness for any of the purposes set forth in clauses (1) or (3) of paragraph C of said Section 18 referred to above; (b) the creation of funded indebtedness for the purpose of paying, securing or providing funds for the payment of not more than 75^0 of the actual cost (including therein the amount of such indebtedness) to such subsidiary of real estate, mines, mining properties, min ing claims, leases, plants and buildings, or the purchase price of all or substantially 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 corporation, but this clause (b) shall apply only to a purchase from a seller other than a subsidiary or the registrant, the provisions set for* in the first sentence of this paragraph however to apply to the creation of funded indebtedness by a subsidiary (to which the covenant set forth in such first sentence applies) in con nection with a purchase of property by it from any other subsidiary or from the registrant; (c) the creation of funded indebtedness (to be issued to the vendor) in the purchase of machinery, equipment, ores, metals, materials and supplies, including any extensions or renewals of such indebt edness; or (d) the creation of funded indebtedness to refund or replace any of the following: (1) 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 subdivisions (a) or (b); provided in any case that the principal amount of any funded indebtedness created under said sub division (d) shall not exceed the principal amount of the funded indebtedness to be refunded or replaced In and by paragraph B of said Section 19 it is provided that the registrant covenants that except as thereinafter expressly permitted it will not permit any subsidiary to which this covenant applies as provided in paragraph C of said Section 19, to issue any preferred or preference stock (preferred as to assets and dividends or either), unless (a) the registrant and/or another subsidiary or subsidiaries shall forthwith acquire all such preferred or preference stock, and (b) so long as the foregoing covenant remains applicable under paragraph C of Section 19 to the subsidiary which issued such preferred or preference stock, such preferred or preference stock shall continue to be held by the registrant and/or another subsidiary or subsidiaries, free and clear from any pledge, lien or charge, except as permitted by Section 18. It is provided that nothing in said paragraph B contained shall be construed to apply to or prevent the issuance of preferred or pref erence stock (1) for the purpose of paying, securing or providing funds for the payment of not more than 75% of the purchase price of real estate, mines, mining properties, mining claims, leases, plants and buildings, or the purchase price of all or substantially all the assets of another corpora tion or corporations, or of additional shares of stock (including voting trust certificates therefor) or other securities of any subsidiary or of any other corporation, but this sentence 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 the issuance of preferred or preference stock by a subsidiary (to which the covenant set forth in such first sentence applies) in connection with a purchase of propcity by it or from any other subsidiary or from the registrant; provided, how ever, that such preferred or preference stock shall only be issued to the extent 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 pro viding funds to retire any indebtedness secured ty any mortgage, pledge or lien referred to in sub divisions (1) and (3) of paragraph C of Section 18, or any indebtedness referred to in sub divisions (a), (b) or (d) of paragraph A of Section 19. In and by paragraph C of said Section 19, it is provided that the covenants contained in paragraph B of said Section 18 (subject to the provisions of paragraph C of Section) and in paragraphs A and B of said Section 19 (subject to the provisions therein contained) 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 Indenture a subsidiary and of which the registrant owns at the date of the Indenture at least 65% of the capital stock entitled generally to vote for directors (not including any stock entitled so to vote only upon the hap pening of some contingency) as and when such other corporation becomes a 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 entitled generally to vote for directors (not including any stock entitled so to vote only upon the happening of some contin gency) of such corporation a subsidiary at the date of the Indenture or becoming such as above provided. Said covenants shall not apply to any other subsidiary. In case any 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 corporation which so acquires said assets, but only for the period during which such acquiring corporation remains a subsidiary or while the registrant continues to hold at least a majority of the outstanding stock entitled to vote as aforesaid of said acquiring corporation. (i) If substitution of any property securing the issue is permitted, outline briefly the principal provisions permitting such substitution, and state whether or not any 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 other special conditions, outline briefly the provisions applicable thereto. The obligation to pay interest is not dependent upon earnings or any other special conditions. (k) Name the Trustee and state whether the Trustee has had a regular course of dealings with the registrant during the past five years. If so, state briefly the nature of such course of dealings. Guaranty Trust Company of New York. Continuous banking relations have been maintained by said Trust Company for the last five years with registrant and the following subsidiaries: The American Brass Company, Anaconda Sales Company, Anaconda Wire and Cable Company, Andes Copper Mining Company, Chile Copper Com pany, Chile Exploration Company, Chile Steamship Company Incorporated, and Copper Export Association, Inc. Relationship has included deposit and checking accounts, foreign collections, pur chase and sale of foreign currencies, import and export letters of credit, and loans, 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 registration statement is for the following principal amounts; registrant $20,428,220, Andes Copper Mining Company $2,500,000, The American Brass Company $1,500,000. This is exclusive of small amounts of travel er's letters of credit and foreign coflection and exchange transactions which vary from 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 purchase and sale of foreign exchange. Guaranty Trust Company of New York is Trustee under the Indenture dated as of January 1, 1927 securing the 20-Year 5% Gold Debentures of Chile Copper Company and also Trustee under Ae.First Mortgage of Butte, Anaconda & Pacific Railway Company securing an issue of its Sinking Fund Gold Bonds dated as of February 1, 1914. (l) names of all directors and officers of the Trustee who are also 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, ix a director of the Trustee. (m) Outline briefly what rights, if any, are given the Trustee or the fiscal agent 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 or 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 refer ence is hereby made, the Trustee may purchase, acquire, hold, own and deal in any of the Debentures and may engage in or be interested in any financial or other transaction with the registrant or any corporation in which the registrant may be interested, and may act as depositary, trustee, 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. /D) Wbat percentage of security holders is necessary to requirs the Trustee (1) to accelerate the maturity of the security and (2) to enforce the lien thereof? Outline briefly what indemnification the Trustee is entitled to require before proceeding to enforce the lien. What percentage of security holder* must concur in order to be able to direct the Trustee? The Debentures will not be secured by any Hen. As is more fully set forth in Section 28 of the Indenture, to which reference is hereby made, upon the happening of any event of default as defined in the Indenture, the Trustee may, and upon the written request of the holders of at least twentyfive per cent. (25%) in principal amount of the Debentures then outstanding shall, accelerate the maturity of the Debentures, subject to the provision that if at any time after the principal of the Debentures shall have been so declared and become due and payable, and before any judgment or decree for the payment of moneys so due shall be entered, all arrears of interest upon all the Deben tures (with interest upon any overdue instalments of interest at the rate of 4#% per annum), and all other sums payable under the Indenture shall have been duly paid and every other default in the performance of any covenant or provision of the Debentures or of the Indenture shall have been made good or secured to the satisfaction of the Trustee or arrangements deemed by the Trustee to be adequate shall be made therefor--then and in every such case the Trustee may, and upon the writ ten request of the holders of a majority in principal amount of the Debentures then outstanding shall, waive the default by reason of which the principal of the Debentures shall have so become due and payable, and rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent default or shall impair any right consequent thereon. As is more fully set forth in Section 29 of the Indenture, to which reference is hereby made, if default is made in the payment of any instalment of interest and such default shall continue for sixty days or if default is made in the payment of the principal of any of the Deben tures when the same becomes payable, the Trustee may demand payment thereof by the registrant. In case the registrant fails to make such payment, the Trustee may, and upon the request in writing of the holders of at least twenty-five per cent (25%) in principal amount of the outstanding Deben tures and upon being furnished with indemnity satisfactory to it against all expenses and liabilities, shall, among other things, institute such action or proceedings at law or in equity as may be advised by counsel for the collection of the sums so due and unpaid. The Trustee shall give the registrant notice of the happening of certain events of default, as more specifically set forth in said Indenture, to which reference is hereby made, upon written request so to do from the holders of at least ten per cent. (10%) in principal amount of the Debentures at the time outstanding. - (o) Outline briefly any provisions for the modification or amendment of the terms of the security of the indenture relating thereto by holders of part of the iasoa. Said Indenture provides that theholders of seventy-fire per (75%) in aggregate principal amount of the at the tune outstanding (not including in any case any Debentures which may then be owned by or for the account of the registrant or of any subsidiary of the regis trant) shall bawtffl* right, from time to time, to consent to and approve the execution by the regis trant and the Trustee of such indenti&e or indentures supplemental thereto as shall be deemed necessary or desirable by the registrant, for die purpose of modifying or amending any of the terms or provisions contained in the Indenture or in any supplemental indenture or indentures; provided, however, that nothing therein contained shall permit or be construed as permitting the modification or amendment of the terms and conditions contained in the Indenture or in the Debentures so as to (a) Extend the maturity of the Debentures; (b) Reduce the rate of interest upon the Debentures; ' (c) Modify the terms of payment of principal or of interest upon the Debentures or im pose any conditions with respect to such payment; (d) Affect the rights of the holders of less than all of the Debentures then outstanding. If at any time the registrant shall request the Trustee to enter into such a supplemental inden-. ture. the Trustee, unless it shall deem that such proposed supplemental indenture shall contain pro visions which affect its rights or obligations and to which it is unwilHng to assent, shall, at the expense of the registrant, cause notice pf the proposed execution of such supplemental indenture to be published in one daily newspaper printed in the English language and of general arcnlatioo in the Borough of Manhattan, The Gty of New York, once a week for at feast four successive weeks, and on or before the date of the first publication of such nodes tbe-Tnutee shall also mail * j 35 copy thereof to the registered holders of Debentures, registered as to principal 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 execution and delivery of such, supplemental indenture. Such notice shall briefly set forth the nature of such proposed supple mental indenture and shall state that a copy thereof is on file at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York, for inspection by all holders of Debentures. Whenever at any time within one year from the date of the first publication of said notice, the registrant shall deliver to the Trustee an instrument or instruments executed by the holders of at least seventy-five per cent. (75%) in aggregate principal amount of the Debentures then outstanding (not including in any case any Debentures which may then be held or owned by or for the account of the registrant or any subsidiary of the registrant) which instrument or instruments shall refer to the proposed supplemental indenture described in said notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof on file with the Trustee, thereupon, but not otherwise, the Trustee shall execute the said supplemental indenture in substan tially the said form without liability or responsibility to any holder of any 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 supplemental indenture (not including in any case any Debentures which may then have been held or owned by or for the account of the registrant or any subsidiary of the registrant) or the predecessors in title of such holders, shall have consented to and approved the execution thereof, as therein provided, 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 the execution of such sup plemental indenture or to object to any of the terms or provisions therein contained or to the oper ation thereof, or to enjoin or restrain the Trustee or the registrant from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture the Indenture shall be and be deemed to be modified and amended in accordance with such supplemental indenture and the respective rights, duties and obligations under the Indenture of the registrant, the Trustee and all holders of outstanding Debentures shall thereafter be determined, exercised, and enforced thereunder subject in all respects to such modifications and amendments. Facts relating to the ownership of the Debentures shall be established 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 facts shall relate to the execution of a supplemental indenture as pro vided for in the Indenture. The Trustee may conclusively rely upon a certificate signed by the President or a Vice-President, or the Treasurer or Assistant Treasurer of the registrant as to the amount of any Debentures at the time held or owned by or for the account of the registrant or any subsidUiy of the registrant and as to none of such Debentures being among the Debentures the holders of which have consented to, as provided in the Indenture, the execution of any such sup plemental 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 period of six months from the date of the first publication of the notice provided for in the Indenture and shall be conclusive and binding upon all future holders of the same debenture during such period. Such consent may be revoked at any time after six months from the date of the first publication ol such notice by the holder who gave such consent or by his successor in title, by filing notice with the Trustee in form satisfactory to it of such revocation of consent, but such revocation shall not be effective if the holders of seventy-five per cent. (75%) in aggregate principal amount of the Debentures, as provided in the Indenture, have prior to the attempted revocation consented to and approved the supplemen tal indenture referred to in such revocation. (p) The following is a summary of certain other provisions of the indenture: As is more fully set forth in Section 20 of the Indenture, the registrant further covenants that it will not declare or pay any dividend (other than dividends payable in shares 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 declaration or authorization of such dividend or distribution the consolidated net current assets (as thereinafter in said Sec- BBBTOOOODANd 36 rioo defined) of the registrant and its subsidiaries, as shown by the last consolidated balance sheet of the registrant and its subsidiaries filed with the Trustee previous to such declaration or authorization, after deducting from such consolidated net current assets the amount of such proposed dividend or distribution and any other dividend or distribution declared or authorized on said shares sub sequent 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)4) times the aggregate principal amount of the Deben tures outstanding at the time of the proposed declaration or authorization, whichever amount is less. The term "consolidated net current assets" is defined in said Indenture to mean the excess of current assets as in said Section 20 defined, of the registrant and the corporations 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, taken at their current market value, excepting, however, shares of stock of the registrant and of any corporation of which in the aggregate more than a majority of the capital stock entitled generally to vote for directors (not including any stock entitled so to vote only upon the happening of some contingency) shall at the date of such balance sheet be owned (a) by the registrant, or (b) by any corporation or corporations 75% in amount of the capital stock (entitled to vote for directors as above set forth) of which is owned at such time by the registrant, or (c) by the registrant and any cor poration 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 notes receivable, and any other items, due on demand or maturing not more than one year subsequent to the date of such consolidated balance sheet; (4) Inventories of supplies of every nature, wherever located, taken at cost; (5) Inventories of merchandise held for sale; coal and lumber; ores mined or purchased; metals and materials in process, finished or fabricated; and all other manufactured products; all of which shall be taken at actual cost or market value, whichever be lower, except normal inven tories (i.r.; fixed inventories which axe continuously required in the burines*), 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 consolidated balance sheet in which sndr-inventories are set forth; and V (6) Sadi other assets as may be properly included as "current" in accordance with accepted accountinf.eactice. 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 of1 the date of the respec tive consolidated balance sheet or overdue, accounts, notes, trade acceptances andbttb payable, loans from banks and brokers; and such other liabilities as shall be property iaduded as "enrrent*' in accordance with accepted accounting practice; provided, however, that there shall not be included in current liabilities at any time, whether or not maturing within one year of the date of the respec tive consolidated balance sheet, bonds, notes or other indebtedness, including the Debentures, which were issued or incurred more than one year before the date on which the principal thereof by their terms becomes due nor any sinking fund payments to be made under the terms of said bonds, notes or other indebtedness or the indenture or other agreement under which the same were issued. The amount of the consolidated net current assets before referred to in said Section 20, for the purpose of determining whether any dividend or distribution of the registrant comes within the terms and provisions of said Section 20 shall .be determined by the last consolidated halanrr sheet of the registrant and its subsidiaries filed with the Trustee previous to the declaration 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 erf said Section 20* stall be conclusive with respect to the amount of such consolidated pet current asset*, cii-Cyt that readily ../ 1 A z a marketable securities referred to in subparagraph (2) above shall be included at their current market value. For the purposes of said Section 20 the consolidated balance sheet as of June 30, 1935 of the registrant and its subsidiaries, as set forth in this registration statement, with adjustments of such consolidated balance sheet to give effect as of June 30, 1935, to the issue and sale of the Debentures and the application of the proceeds of sale, shall promptly be filed with the Trustee and shall be considered the last consolidated balance sheet so filed until the registrant 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 at or prior to the date of any consolidated balance sheet used for the purpose of said Section 20 any corporation which at the date of the Indenture was a subsidiary shall have ceased to be a subsidiary by reason of its merger or consolidation with one or more other corporations, or by reason of its issuance of additional shares of stock for fixed or other assets, or by reason of the sale in whole 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 this subdivision (p) shall there upon and thereafter be reduced respectively in the same proportion as the consolidated net current assets of the registrant and its subsidiaries as set forth in the consolidated balance sheet of the regis trant and its subsidiaries as of June 30, 1935 (to be filed with the Trustee as provided in said Sec tion 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 the manner hereinbefore pro vided to continue a subsidiary and by making the necessary changes in the consolidated current assets and current liabilities included therein in accordance with good accounting 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 at the date of the Indenture was a subsidiary and which ceased to be such at the date of such balance sheet, and also shall show therein the amount of the current assets and current liabilities at June 30, 1935 of each corporation which so ceased to be a subsidiary. Such statement shall also include the said consolidated balance sheet of the registrant and its subsidiaries as of June 30, 1935, after making the exclusions above set forth. Such statement shall also set forth the computation above provided showing the result ing amount of the reduction to be made in the amount of consolidated net current assets provided for by said clause (a) and the percentage of reduction to be made in the 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 the Indenture referred to in this paragraph shall not be applicable to or upon the merger or 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 subsidiary); bat shall be applicable as provided if the resulting subsidiary shall thereafter cease to be a subsidiary in the manner specified first above in this paragraph, (1) if the resulting subsidiary became a subsidiary after the data of the Indenture, then upon its so ceasing to be a subsidiary the amounts of con solidated act current assets provided for by clauses (a) and (b) of the first paragraph of this subdivision (p) shall be reduced to the same extent as the same would have been reduced had the subsidiary or subsidiaries so merged or consolidated into or with the resulting subsidiary not been so merged or consolidated but bad ceased to continue a subsidiary or subsidiaries in the manner specified first above in this paragraph; and (2) if the resulting 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 cun-ent assets provided for by clauses (a) and (b) of the 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 not later than five months after the expiration of each of its fiscal years (unless prevented by war or governmental interfer ence, in which event the consolidated income statement and balance sheet herein mentioned shall be filed as promptly as possible), a consolidated income statement of the registrant and its subsidiaries for such fiscal year and a consolidated balance sheet of the registrant as of the last day of such fiscal year on a consob'dated basis, all as more fully set forth in the Indenture. In addition, the Indenture provides that the registrant may file with the Trustee at any time a consolidated balance sheet of the registrant and its subsidiaries as of the dose of any calendar month, not certified by public accountants, but certified to by the Treasurer or a Vice-President of the registrant. 38 From any consolidated balance sheet and other financial statements filed with the Trustee pur suant to the terms of the Indenture, the registrant may omit the accounts of any subsidiary or sub sidiaries which are not included in the consolidated financial statements published in the annual report of the registrant to its stockholders for the period in question or for any preceding period of twelve months if the total investment of the registrant and its subsidiaries, as shown by their re spective books, in the subsidiary or subsidiaries the accounts of which are so omitted, does not exceed three per cent. (3%) of the gross book value of the assets of the registrant and its sub sidiaries (the accounts of which are included in such consolidated balance sheet) as shown by such consolidated balance sheet. In Section 22 of the Indenture the registrant covenants that, in case the registrant or any sub sidiary, during any calendar year beginning on or after January 1, 1935, shall make a sale or sales of any part of its real estate or plants, or the shares of stock of any other subsidiary, or any secu rities described in (b) below which were received on or after January 1, 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 (excluding consideration of the character referred to in clause (a) or (b) below) aggregating in excess 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 (hereinafter referred to as excess consideration) or an equivalent amount shall be reinvested or applied by the registrant or a subsidiary or subsidiaries to one or more of the following purposes, i.e.: (a) The acquisition by purchase, construction or in any other manner of real estate, plants, machinery, equipment, improvements, betterments or extensions; (b) The acquisition of shares of stock,'bonds or other securities or indebtedness of a subsidiary or any corporation which is engaged in a business similar or having relation to any activity of the registrant or any of its subsidiaries; or (c) The purchase and surrender to the Trustee for cancellation of Debentures, or the de posit of funds with the Trustee for redemption thereof, excluding Debentures, redeemed by or surrendered to the Sinking Fund. The Indenture provides that these covenants with respect to the reinvestment, of such excess consideration shall be deemed to have been complied with to the extent of the aggregate of expendi tures, subsequent to January 1, 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 clauses (a), (b) or (c) above, excluding expenditures which theretofore shall have been deemed to have satisfied require ments of the Indenture with respect to the reinvestment of any excess consideration and also excluding expenditures made with the proceeds of securities or other obligations issued for such purpose to s fwlder other than the registrant or a subsidiary; provided, however, that expenditures so excluded and made with, the proceeds of securities or obligations issued, as also all payments in the retirement' or redemption of such securities or other obligations incurred for any such pur pose, 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 registrant 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 liquida tion in whole or in part of any such shares, and an exchange of shares of a subsidiary for other shares, bonds or other securities of such subsidiary or of another corporation on merger, consolidation or otherwise, shall be disregarded for all purposes of said Section 22.' If during any calendar year any corporation shall cease to be a subsidiary, no sales or reinvestments or ex penditures by such corporation during such year or the preceding calendar 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 its behalf by its President or a Vice-President and its Secretary or Treasurer or General Auditor, setting forth either (1) that the aggregate sales to which said Section applies, of the registrant and subsidiaries for con sideration other than of the character referred to in clauses (a) or (b) above, were not in excess of $5,000,000, or (2) the amount of and dates of the sales creating such excess, and setting forth the amount of expenditures, if any, applied or credited against the proceeds of such sales as provided in the Indenture, and shall also file such other certificates as the Trustee may reasonably require for the purposes of Section 22 of the Indenture. It is provided that the Trustee shall apply any 1 r- 1 C/ . funds deposited with it pursuant to the provisions of such section to the redemption of the Deben tures. Said Section 22 further provides notwithstanding anything therein to the contrary, that the shares of stock of a corporation which at any time was a subsidiary 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 sale thereof. 16. Stock, other than that to be offered: As to each class, other than that to be offered, set forth in answer to Item 10A, give the title of the issue and outline briefly the following: (a) Dividend rights; (b) limitations in any indentures or other agreements on the pay ment of dividends; (c) voting rights; (d) liquidation rights; (e) preemptive rights; (f) sub scription rights; (g) conversion rights; (h) redemption provisions applicable thereto; and (i) liability for further calls. Common 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-l) 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) Farh share of the common stock has equal rights on liquidation and participates pro rata in all distributions made after payment of debts, obligations and liabilities. (e) The shares of common stock have preemptive rights in case of the issuance for cash of additional shares of such stock or obligations convertible into such stock. (f) None. (g) None. (h) None. (i) None. 17. Stock, to be offered: Aa to each claas act forth in answer to Item 10B, give the title of the issue and furnish the following: (aj. Clive the same information aa required by Item 16. (hk.State whether any portion of the consideration to be received for the stock to be offwwfja to be credited to an account other than capital, and, if so, who is to make the allo cation! If determined, state to what other account to be credited, and the amount per share. None. 18. Guarantees: As to each class of securities of other issuers guaranteed by the registrant, set forth under Item 11A or B, outline briefly the contract of guarantee. Butte, Anaconda & Pacific Railway Company First Mortgage Five Per Cent Thirty Year Sinking Fund Gold Bonds, due February 1, 1944, of which there were outstanding on June 30, 1935, $1,621,000 principal amount, including $85,000 principal amount in treasuiy of registrant. Contract of guarantee consists of endorsement on each bond of following: "In case of any default in the punctual payment of the principal or of the interest of the within bond, according to its tenor and effect, the Anaconda Copper Mining Company, for value received, agrees to pay the same on demand." 19. Other Securities: Aa to each class of securities set forth in answer to Item 13A or B, outline briefly the rights evidenced thereby. . None. writers who have passed or are to pass upon the legality of the securities registered hereunder. Counsel for registrant: Chadbourne, Stanchfield & Levy, 25 Broadway, New York, N. Y. Counsel for Principal Underwriters: Davis Polk Wardwell Gardiner 4 Reed, IS Broad Street, New York, N. Y. UNDERWRITING AND SALES TO OTHER SPECIAL PARTIES The information required by Items 21 through 26 is to be given 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 into a contract with the registrant dated October 10, 1935, under which such underwriters have agreed, subject to the con ditions specified therein, to purchase the principal amount of Debentures set forth in answer to item 22, aggregating 555,000,000 principal amount, at 95:/3% of the principal amount, plus accrued interest to date of delivery. The aggregate amount to be received by the registrant, exclusive of accrued interest and with out deducting the expenses to be paid by the registrant in connection with this issue, is $52,525,000, which amount it is expected the registrant will receive within fifteen days after the effective date of this registration statement 22. Give the respective name and address of each principal underwriter and the respective amount underwritten. Identify all such underwriters as are affiliated with the registrant, and state the nature of the affiliation. N-- Ad*nm A aeat Ufthrvrtttai Blyth & Co-. Inc. Lazard Frcrcs & Company, Incorpo rated Edward B. Smith & Co. Brown Harriman 4 CoH Incorpo rated The First Boston Corporation Hailgarten 4 Cot Hayden, Stone ft Co. G. M.-P. Had$p ft Co. Homblower ftgifcdcs Field, Glore Halsey, StuartlTCo. Lee Higginson Corporation Kidder, Peabody 4 Co. Goldman, Sachs & Co. Mellon Securities Company Cassatt & Co., Incorporated Dominick 4 Dominick Ladenburg, Thafmann & Co. Hemphill, Noyes & Co. White, Weld & Co. E. H. Rollins 4 Sons, Incorporated G. H. Walker 4 Co. Stone & Webster and Blodget, Incorporated Dean Witter 4 Co. Bankamerica Company Baker, Weeks 4 Harden Kuhn, Loeb St Co. 120 Broadway, New York, N. Y. $7,500,000 15 Nassau Street, New York, N. Y. 31 Nassau Street, New York, N. 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; N. Y. 52 Broadway, New York, N. Y. 40 Wall Street, New York, N. Y. 38 Wall Street, New York, N. Y. 201 Sonth La Salle Street, Chicago, HL 37 Broad Street, New York, N. Y, 17 Wall Street, New York, N. Y. 30 Pine Street, New York, N. Y. 514 Smithfield Street, Pittsburgh, Pa40 Wall 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, Mq . 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 4B6 California Street, San Francisco. Calif. 485 California Street, San Francisco, Calif. . 52 Wall Streety New York, N. Y. 52 William Street, New York, N. 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 nosier common control with, the registrant. Mr. Charles E. Mitchell, who is an officer of Blyth & Co., Inc., an underwriter, resigned on August 26, 1935 as a Director of registrant and also of all subsidiaries of which he was a director. Messrs. Andrew J. Miller, a member of the firm of Hallgarten & Co., an underwriter, and Gray son M.-P. Murphy, a member of the firm of G. M.-P. Murphy & Co., an underwriter, are Directors of registrant and certain subsidiaries. Mr. G. H. Walker, of G. H. Walker & Co., is a director of Silesian 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 underwriting contract with a principal underwriter, and each contract made by the registrant or an affiliate thereof agreeing not to sell securities of the same class as those registered during the period of distribution. The following summary does not purport to be a complete statement of the terms of the underwriting contract, and is subject to all the provisions of such contract, a copy of which is filed as Exhibit F to this registration statement, to which contract reference is hereby made for full and detailed information with respect thereto. The underwriting contract between registrant and underwriters, dated October 10, 1935, provides that, subject to the terms and conditions and upon the representations 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 amount of the 4Sinking Fund . Debentures of the registrant, at the price set forth in answer to item 21. The several underwriters agree to offer to the public their respective portions of the Debentures (except such as may be sold by them to a selling group) not later than ten days after the effective date of this regis tration statement, unless such time be extended by mutual agreement. Delivery of the Deben tures and payment therefor is to be made not later than five business days after the public offering date. The registrant agrees that the net proceeds from the sale of the Debentures (after deducting the expenses, in connection. wife the issue and sale thereof) will be 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 to be paid out of other funds, the registrant representing that by such application or use of other funds all bank loans of the registrant and its subsidiaries whose accounts are included in the consolidated balance sheet outstanding on the closing date will be paid and discharged. TbeJegistrant makes errtain warranties with respect to its financial condition and the correct ness of the registration statement and the prospectus. The registrant agrees to indemnify each of such underwriters against 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 misleading, unless such statement or omission was made in reliance upon information furnished an behalf of any underwriter; and each such underwriter agrees to indemnify the registrant against such liability with respect to statements or omissions made in reliance upon information furnished by such underwriter. The obligations of the underwriters are subject to the following 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 con tinue in effect on the closing date, and no proceedings for that purpose shall have been taken prior to the closing date which on such date shall have been undismissed or undisposed of by the Securities and Exchange Commission; (b) that the form and validity and due authorization of o the Debentures, Indenture, corporate proceedings, registration statement, prospectus and other related matters shall have been approved by counsel for the registrant 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 2 sodr agreement by notice to the registrant without any liability on the part of the 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 closing 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 the Debentures at the price and in the manner therein provided, or (2) the registrant shall have sustained a substantial loss on account of fire, flood, accident or other calamity, which, in the judgment of a majority in interest of the underwriters, renders it impracticable to offer the Debentures at the price and in the manner therein pro vided, or (3) any of the conditions enumerated in clauses (a) or (b) above have not been satisfied. If one or more of the underwriters shall default in their purchase of Debentures under the contract, and the other underwriters shall not purchase the Debentures which such defaulting underwriters agreed to purchase within twenty-four hours after notice of such default, then the registrant shall have the right for an additional twenty-four hours to arrange with other underwriters for the pur chase of Debentures not purchased by such defaulting underwriter, and if neither the underwriters nor the registrant make arrangements within the period stated for the purchase of Debentures of such defaulting underwriters the agreement shall terminate. The registrant may 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 counsel, in connection with the issuance and delivery of the Debentures qualifying-the Debentures under securities laws, listing the Debentures on the New York Stock Exchange and registering the Debentures under the Securities Act of 1933, and the Securities Exchange Act of 1934, and furnishing copies of the prospectus, all as more specifically set forth in the underwriting contract The registrant is not required to pay or bear any of the underwriters' advertising, legal or other expenses unless the agreement is terminated by reason of a failure or refusal of registrant to comply with the terms of the agreement, in which event registrant agrees to reimburse the underwriters severalty for their out-of-pocket expenses reasonably incurred by the underwriter* in preparing to make a public offer ing and sale, provided that the registrant- shall not be requited to make such reimbursement 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 to sell securities of the same class as those registered during the period of distribution. 24. Give the inJtamation required by the following table (estimate, if necessary). Total............................................ ............................ $54,175,000 98)4 $1,650,000 3 - $52425,000 95)4 25. State briefly tbe discounts or commissions to be received by subunderwriters or dealers. The registrant has been advised by the underwriters that they, contemplate forming a selling group, to which selling grotip a portion of the Debentures will be offered it the public offering price, less a discount of 1 >4% of the principal amount; that out of the selling group 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 made upon the order and for the account of customers, and the concession will be retained and not allowed to the cus tomer in whole or in part, and (2) to investment dealers, and that the several underwriters may allow similar concessions on similar sales; that prior to termination of tbe group the members thereof may not purchase from or sell to each other Debentures at a price lower than the public offering price, less the concession of yifo above mentioned, unless the manager of the selling group shall otherwise advise; that such underwriters have agreed during the life-of tbe selling group PNYC00001895 * sfr? 43 to be governed by the terms and conditions applicable to members thereof; and that the underwriters do not intend to offer any other concession, commission or variation in price, except as the public offering price may vary after the original public offering by reason of changes in market conditions. 26. List the persons or classes of persons (other than the underwriters as 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 general public, naming such per sons or specifying each class, and stating the consideration to be given by each. None, except as stated in answer to item 25, are known to registrant. PROCEEDS AND THE APPLICATION THEREOF The information required by Items 27, 28 and 29 is to be given with respect to proceeds to be received, or received within one year, by the registrant from the sale of the securities registered: 27. (a) Total proceeds (estimated, if necessary) after deduction of under writing discounts or commissions, but before deduction of other expenses...................... $52,525,000 It is expected that registrant will receive the proceeds of the issue within fifteen days after the effective date of this registration statement. (b) A reasonably itemised statement of 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 other documents, and printing and engraving of temporary and definitive Debentures........................ 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 be made by regis trant ......................................................................................................................................... 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 itemised under (b)........................ $52,225,000 28. Furnish a reasonably itemised statement of the approximate amount devoted to each purpose, so far as determinable, for which the net proceeds have been or are to be used. The net proceeds from the sale of the Debentures (after deducting estimated expenses of the registrant in connection with the issue and sale, and exclusive of .accrued interest), will be applied forthwith as follows: $52,225,000 to the payment of $41,225,000 principal amount of notes of the registrant payable to banks, and to advances of $6,000,000 to The American Brass Company, and $5,000,000 to Andes Copper Mining Company, for the discharge by them of notes payable to banks. The banks holding said notes payable are Guaranty Trust Company of New York, The National City Bank of New York and The Chase National Bank of the City of New York. Since June 30. 1935, the notes payable to banks have been reduced in the sum of $3,923,000, and prior to or simul taneously with the issue of the Debentures the registrant will retire or cause to be retired from other cash assets all notes payable to banks of the registrant and subsidiaries, the accounts of which are consolidated in the general consolidated balance sheet (including accrued interest), in excess of the principal amount of notes to be discharged by the application of the net proceeds of the issue. 44 29. Give the mteaation required below as to any property acquired or to be acquired in whole or in part, directly or indirectly, not in the ordinary course of business, in consideration of any of the 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 be acquired, specifying their relationship to the registrant, if any. None. (c) The allocation of the consideration given or to be given in connection 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 have been chosen to become directors or officers. Cornelius F. Kelley James R. Hobbins Robert E. Dwyer John A. Coe Andrew J. Miner Grayson M.-P. Murphy William D. Thornton Herman C. Bellinger David B. Hennessy. James Diclc Kenneth B. 25 Broadway, New York, N.'Y. Butte, Montana. 25 Broadway, New York, N. Y. Witertmry, Cc*m. 44 Pine Street, New York, N. Y. 52 Broadway, New York, N. Y. 25'Broadway, New York, N. Y. 25 Broadway, New York, N. Y. 25 Broadway, New York, N. Y. 25 Broadway, New York, N. Y. Butte, Montana Director and President Director and Vice President Director, Vice President and Treasurer. Director.' Director. Director. Director. Director; Secretary and Asst Treasurer. General Auditor. Asst Secretary Mr. Charles E- kkchefl, who is an officer of Blyth & Co., Inc. (an underwriter), resigned on August 26, 1935 as a director of registrant and also of all subsidiaries of which he was a director. (b) State as to each such person named as chosen to become s director or officer, whether be has consented thereto. Inapplicable. 31. Describe briefly the business experience of the principal executive officers for the last five years. Cornelius F. Kelley, President: Has been President of the registrant since September 3, 1918, and in active charge of the regis trant's plants and properties and the direction of its business affairs. Prior to that time be was for fjf 3 o l I *> James R. Hobbins, Vice President: Has been Vice President of the registrant since March 27, 1923, during most of which time he has been in charge of its Montana, Idaho, and Wyoming operations, and particularly in charge of the mining, smelting and refining plants and the operation thereof in Montana. For the several years last past he has been devoting a large portion of his time to the direction of the general busi ness affairs of the registrant. Prior to his election as Vice President 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, and also Treasurer of the regis trant since December 22, 1932. Since 1926 he has been engaged in the direction of the general business affairs and particularly the financial affairs of the registrant. Prior to' 1926 he had been General Auditor for the registrant for three years, and as such had charge of all accounting matters of the registrant and its subsidiaries. Prior to becoming General Auditor he had worked in several capacities in the accounting department of the registrant in Montana and in New York. He has been employed by the registrant continuously in these several capacities since September, 1903. David B. Henneeay, 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 of the registrant since Novem ber 28, 1911, and has been in the employ of the registrant or its predecessor company since 1891. James Dickson, General Auditor: Has been General Auditor of the registrant since July 1, 1926, and has been in the employ of the registrant in various capacities since January 1, 1913. m 32. Dates of, parties to, and general effect briefly and concisely stated of all material man agement and general supervisory contracts now in effect providing for management of, or serv ices 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 claaa of voting stock of the registrant. As of August 31,1935 OnStai Q~r (W--> NaBMIAMrw . Registrant's records show no person owning of record more than 10% of the outstanding shares of registrant as of the above date and, so far as known to registrant, no person owned bene ficially more than 10% of such shares s of that date. # PNYC00001898 34. T h e fo llo w in g in fo rm a tio n as to th e re g is tra n t's s e c u ritie s ow ned o f re c o rd o r b e n e fic ia lly b y each d ire c to r and o u n d e rw rite r named in answ er to It$ m 22, and each s e c u rity h o ld e r named in answ er to Ite m 33. The answer to this item is based, as to beneficial ownership, upon statements furnished to registrant by each director and underw riter named in answer to item 22. In fo rm a tio n as to beneficial ow nership rests peculiarly w ith in the knowledge o f th Nm Blyth & Co., Inc. Lazard Freres & Company, Incorporated Edward B. Smith & Co. Brown Harriman & Co., Incorporated The First Boston Corporation Hallgarten & Co. Hayden, Stone & Co. G. M.-P. Murphy & Co. Homblower & Weeks Field, Glore & Co. Halsey, Stuart & Co. Lee Higginson 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, Incorporated Dean Witter & Co. Bankamerica Company Baker, Weeks & Harden Kuhn, Loeb & Co. Tttk of imam 3cwrld-- -- 3ifwltl-- --nil m d ^ Assort &st, Aa----tt AmU9--4 t 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 Capital Stock Capital Stock Capital Stock . Capital Stock Capital Stock 5* 5,282* 1,992* none none 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* 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 underwriter have advised registrant that no shares of capital stock of registrant were owned beneficially by them or their partners,, except as shown below: Hailgarten 4 Ctk G. M.-P. Morphy & Co. Hombtower & Weeks Goldman, Sacha & Co. White, Weld & Co. G. H. Walker & Co. Baker, Weeks & Harden Kahn, Loeb & Co. Shares of Capital Stock of Shares-of Capital Stock of Registrant owned benefi Registrant owned benefi cially as of An*. 31,1935 cially as of Aug. 31,1934 1.500 shares (for accoont of partners)- 101 shares (for account of partner) ~ 2.500 shares (for accoont of partners) 100 shares (firm account) 100 shares (firm account) 100 shares (for account of partner) 500 shares (for accoont of partners) 2,000 shares (firnfaccoont) 110 shares (for account of partners) 1,075 shares (firm account) 100 shares for firm account and 1 share for account of partner 2,800 shares (for account of partners) None Noo0 8 shares (for account of partner) None 110 shares (for account of partners) No First Mortgage 5% 30-Year Sinking Fund Gold Bonds, due February 1, 1944, of Butte, Ana conda Sc Pacific Railway Company (referred to in the answer to Item II A), which are guaranteed by registrant, were, so far as known to registrant, owned by any of the foregoing directors, officers or un derwriter!. z a. 48 35. Pull particulars as to the nature and extent of any substantial interest of 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 two years, or pro posed to be acquired, not in the ordinary course of business. Include the cost of any such .property to any such person. No property has been acquired by registrant within two years except in the ordinary 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 known 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 Awv tttauPtai--t > b which R--u--nti-- f-f-1 ______________________ wtaritW_______________________ Dieitan,UM As Director of the registrant and its sub sidiaries $2,837.00 President of registrant, and President of United Metals Selling Company,* Ana conda Sales Company, International Smeit- mg and Refining Company, Raritan Copper Works,* and Butte, Anaconda & Pacific Railway Company (100%-owned sub sidiaries) 96,666.74 President Chile Copper Company and Chile Exploration Company 50,000.00 President Andes Copper Mining Company 25,000.00 $174,503.74 James R. Hobbins As Director of the registrant and its sub sidiaries 574.00 Vice-President of registrant, and President Butte Water Company (subsidiary) 60,000.00 60,574.00 Robert E. Dwyer As Director of the registrant and its sub sidiaries 3/13.00 Vice-President and Treasurer of registrant, and President International I^d Refining Company (subsidiary)* 40,000.00 43/13.00 Andrew J. Miller Charles E. (Resigned 4_ Grayson M.-& , .*&' Percy A. Rockefeller (Deceased-- September 25,1934) John A. Coe As Director of the registrant and its sub sidiaries As Director of the registrant and its sub sidiaries As Director of the registrant and its sub sidiaries As Director of the registrant and its sub sidiaries As Director of the registrant and its sub sidiaries 1,010.00 As President of The American Brass Com- pany and its subsidiaries 39,022.50 1,150.00 274.00 1/60.00 492.00 40,032.50 (A) William D. Thornton. (Elected April 17, 1935) (B) Herman C. Bellinger (Elected August 26,1935) As Director of the registrant As Director of the registrant None None (A) William D. Thomton was elected a Director of registrant on April 17, 1935. During 1934 be was President and Director of Greene Cananea Copper Company, a subsidiary of registrant The remuneration paid him ar President and Director of Greene Cananea Copper Company for 1934 was $25,240. (B) Herman C. Bellinger was elected a Director of registrant on August 26, 1935. During 1934 he was VicePresident and Director of Chile Copper Company and Chile Exploration Company and President and Director of Chile Steamship Company Incorporated, all subsidiaries of registrant. As an officer and director of said three subsidiaries Mr. Bellinger received as compensation in the aggregate for the fiscal year ended December 31, 1934, the sum of $45,500. 49 (b) Tb name and aggregate remuneration of each of the officer* of the regiitrant receiving the three highest aggregate amounts of remuneration. Cornelius F. Kelley James R. Hobbins Robert E. Dwyer CwSiibilUllBi v**Rcafcrd FliaiYarEiM ' rU.UM President of registrant, and President of United Metals Sell ing Company,* Anaconda Sales Company, International Smelting and Refining Company, Raritan Copper Works,* and Butte, Anaconda & Pacific Railway Company (100%owned subsidiaries) President Chile Copper Company and Chile Exploration Company President Andes Copper Mining Company Vice President of registrant, and President Butte Water Company (subsidiary) Vice President and Treasurer of registrant, and President International Lead Refining Company (subsidiary)* See Note Below. See Note Below. See Note Below. See Note Below. See Note Below. These were former subsidiaries dissolved in 1934, the assets of which were transferred either to the registrant or to another subsidiary. Ncrre: See remuneration indicated in (a) above. (c) The aggregate remuneration of all other officers of the registrant, whatever the amount of the respective remuneration of each; indicate the number of such officers with out naming them. Anntatt Hmiu mt - Hi _tda far uuFfccal Yr Eacbd - Three Secretary and Assistant Treasurer General Auditor Assistant Secretary includes amounts received as directors and officers of certain subsidiaries of the registrant $39,783.00* (d) The aggragata remuneration of all employees of the registrant who, respectively, received remuneration from the registrant in excess of $20,000 during the past fiscal year; indicate the number of such employees without naming them. FkdVwW ` rSt4 5, NONE were nine persona (not heretofore mentioned) who were 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 December 31, 1934. The total remuneration of such persons for such fiscal year amounted to $223,397.50. 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 person, otber than a director, officer, or employee, whose sggregate remuneration from the registrant, in all capacities, exceeded $20,000 during the past fiscal year. Cwarftiav hirUtfc AscnoCv X--i--v. Diniitii n, UM 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 (a) Title of issue, and if stock, the par, or if no par, stated value, 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 " (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 subsidiary of registrant, and 201 shares of capital stock of Greene Cananea Copper Company, a subsidiary of registrant. (e) Names of principal underwriters, if any, indicating any such underwriters as are affiliates of the registrant. None. OPTIONS 39. As to any securities subject or to be subject to options to purchase from the registrant, (a) state the amount, with the title of the issue, called for by such options; (b) outline briefly the prices, expiration dates, and other material conditions on which such options may be exer cised ; (e) give the name and addrau of each person allotted or to be allotted options calling for more than five per cent, of the total amount subject to option, and give the amount called for by the options of each each person; and (d) for each such class at options granted within two years, stmta the consideration for the granting thereof. ~ None. .. Cc:,' ' 3S->-. ' MISCELLANEOUS 40. Outline the substance of the claims involved in, and state the title of, any material pending Mgaf proceeding to which the registrant or one of its subsidiaries- 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 of 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 Judicial District of Montana, County of Silver Bow, by Charles F. Juttner, Plaintiff, against Butte Water Company, Defendant, to recover $2,000,000 in damages alleged to have been caused by the turning off of water from tbe plaintiff's house and also by reason of alleged attempts to take plaintiff's fife. The arrioo {s pending on demurrer. Counsel advise that in their opinion this action is without merit (b) Action instituted in May, 1935, in the District Court of tbe United States for tbe District of Montana, Helena Division, by Butte Water Company, Complainant, against Public-Service Com mission of Montana, Thomas E. Carey, Jerry J. O'Connell and Leonard C. Young as members of said Commission, F. H. Cooney as Governor of tbe State of Montana, and Raymond T. Nagle as Attorney General of the State of Montana, Defendants. The action ns hrought to enjoin the reduction of 33% ft, in water rates m the City of Butte ordered by tbe Public Service Commission. Application for temporary injunction is pending. - (c) In November, 1934, an action was instituted in New York Sapremg-Gxart* New County, by Irene Frankenstein (owner of record of five shares of Stock of registrant}, tea . jj*  i i i holder, against registrant, Cornelius F. Kelley, Charles E. Mitchell, 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, George H. Church, James Dickson, Robert E. Dwyer, Kenneth B. Frazer, David B. Hennessy, and Andrew J. Miller, Defendants. The action is a stockholder's derivative action asking an accounting by the individual defendants in con nection with an exchange made by registrant in 1929 of shares of its capital stock for shares of the capital stock of Chile Copper Company and Greene Cananea Copper Company on plaintiff's allegation of profits claimed to have been obtained by certain of 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 $40,000,000 and to have been caused reg istrant by the acts of the individual defendants. The action is now at issue, the individual defend ants having served their answers, denying the allegations of the complaint and liability on their part. Certain of the individual defendants have instituted an action in the United States District Court for the Southern District of New York against plaintiff to restrain the prosecution of the New York action on the ground that the final decree of said Federal Court dated June,30, 1934, dis missing a previous action by said plaintiff involving the same matters as the New York action, is res adjudicate as to such plaintiff with respect thereto, the State Court having previously denied a motion to dismiss the complaint on the same ground. An action in New York Supreme Court, New York County, by Joseph Aronson and Emanuel Aronson, copartners under the firm name of Aronson & Co, (which holds of record 92 shares of stock of registrant), suing as stockholders, against the same defendants as in the Frankenstein action. The actions are of the same nature. The Aronson action is not yet 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 facts said actions, in their opinion, are without merit. (d) Litigation in the Civil Court of Santiago, Chile, by one Munoz Gonzales against Santiago Mining Company. This litigation concerns title to about. 6% of the area included in the Africana mines, the total investment in such mines being included in the consolidated balance sheet at $3,441,233.29. Counsel advise that in their opinion this action is without merit (e) In September, 1935, a proceeding was instituted by the Federal 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 Electrical Works, American Steel and Wire Co., Anaconda Wire and Cable Co., Bishop Wire and Cable Corporation, Boston Insulated Wire and Cable Co., Crescent Insulated Wire and Cable Co., General Cable Corporation, General Electric Company, Habirshaw Cable and Wire Corporation, National Electrical Products Corpora tion, The Okooite Company, Phelps-Dodge Copper Products Corporation, John A. Roebling's Sons Company; Simplex Wire and Cable Company, Triangle Conduit and Cable Company, and United States Robber-Products, Inc. The complaint alleges that the respondents have been and are engaged in a combination, in violation of Section 5 of the Federal Trade Commission Act, to restrain inter state commerce in power cable, copper wire for electrical transmission, and various kinds of elec trical apparatus and equipment, chiefly through the medium of said Association. 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 that, in thdr 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, and 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 any of its subsidiaries or involving its or their properties except such as are ordinary and routine in the kind of business conducted by registrant and its Subsidiaries. 41. Dates of, parties to, and general effect briefly and concisely stated of every material contract not made in the ordinary course of business, to be performed in whole or in part at or after the filing of tha registration statement or made not more than two years before such filing. Only such contracts need be set forth as to which the registrant or a subsidiary of the regis trant is a party or has succeeded to a party by assumption, assignment or otherwise, or has a beneficial interest. 52 Copies of t&it contracts and agreements summarized below are filed herewith as Exhibits 1-1 to 1-8, inclusive, and the following summaries thereof do not purport to be complete statements of the terms of said documents and are subject to the more detailed provisions of said contracts and agreements, to which reference is hereby made. (a) Contract, dated April 5, 1928, between Great Falls Power Company and The Montana Power Company with registrant (The Montana Power Company has succeeded to the interest of the Great Falls 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 electrolytic zinc plants of the registrant at Great Falls and Anaconda, Montana. The Power Company agrees to furnish 75,000 electrical horsepower at the Great Falls plant and 35,000 electrical horsepower at the Ana conda plant. The registrant agrees to take all of the power which it uses in the reduction of zinc at Great Falls and Anaconda under this contract, but is not obligated to take or receive 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 zinc at Great Falls plus $7.00 per ton, and ranges from 0.153^ per kilowatt hour when zinc is less than four cents per pound, up to 0.382^ per kilowatt hour when the price of zinc is above six cents per pound. The contract runs so long as the registrant shall engage in the reduction of zinc at Great Falls or Anaconda. (b) Contract, dated July 10, 1928, between Great Falls Power Company and registrant (The Montana Power Company has succeeded to the interest of the Great Falls Power Company and assumed 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 of 65,000 electrical horsepower, to be delivered at points designated by the registrant at or near Butte, Anaconda and Great Falls, for use by the registrant in the mining, reduction and treatment of ores, 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 temporary suspen sion or curtailment of operations. This contract also provides for the sale of 50,000 additional electrical horsepower on the same terms and conditions as provided for the first 65,000 electrical horsepower, if and as required by the registrant. The registrant agrees to pay. fot such power at the rate of $30.00 per horsepower per annum for power used at Butte and Anaconda, and at the rate of $20.00 per horsepower for power used at Great Under iljiMffjif Ifn amending agreement of July 23, 1935, effective May 1, 1935, and until May 1, 1940HBjjj$9trant is required to pay for such power as it shall actually use currently, ' provided thfctjPS~p.y for a minimum of 32,500 horsepower, instead of 65,000 horsepower, but may use, if and as required, up to 65,000 electrical horsepower. During said five-year period said registrant has an option on additional power, not exceeding 12,500 additional electrical horse power. For the six months ending June 30, 1935, the registrant was using approximately 50,000 horse power. As of May 1, 1940, the original contract of 'July 10, 1928, again becomes 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 Mon tana Power Company has succeeded to the interest of Louis B. O'Neill and assumed this con tract), providing for the purchase and sale of natural gas, not to exceed 25,000,000 cubic feet per day, for the heat and/or fuel requirements of registrant's. plants at or in the vicinity of Butte, Anaconda and East Helena, Montana, and at such other points as may be designated by the regis trant. except in cases where the metallurgical, chemical and/or mechanical factors make it advan tageous, in the reasonable judgment of registrant, to use another form or forms of heat or fuel, and excepting heat or fuel requirements for which seller is unable to supply natural gas in such 53 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 use electricity for power or other purposes or use in connection with the operation of its plant*. In case the parties disagree as to whether registrant has been reasonable in its judgment as to any heat or fuel requirements for which gas is not taken under the contract, the matter is subject to decision by arbitrators. The term of this contract is fifteen years, with provisos for extension thereof for a five-year period. The registrant agrees to pay as a fixed charge for the first five years $14,583.33% monthly, and thereafter the sum of $12,500.00 monthly, and, in addition thereto, to pay I0j^ 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 Montana Power Company, providing that, whereas, the registrant and the Power Company each had entered into a contract with Louis B. O'Neill, of even date, for the purchase of gas from the Cut Bank field, each shall have the right to take one-half (J4) of the total gas available for delivery under said con tracts ; that neither shall take more than five billion cubic feet of gas annually without the consent of the other. If 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 without 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 arbitration. In the case of temporary insufficiency of supply of gas for the requirements of both parties each party shall reduce its industrial load in equal amounts until the power company's industrial load is cut off. Any further reductions shall be made by the. registrant for the benefit of the Power Company's domestic and commercial customers. In case of shortage, other than temporary shortage, each party is entitled to one-half of all gas produced from aU available reserves. This contract extends for the period of 15 years. ' (e) Contract dated November 15, 1932, between registrant and Montana Cities Gas Company, providing for the purchase and sale of natural gas, not to exceed 10,000,000 cubic feet per day, for the heat and/or fuel requirements of -registrai&'s plant located^ at Black ESgfe, near Great Falls, Montana, except ' in cases where the metallurgical; chemical and/or mwlurinU factors make it advantageous, in the reasonable judgment of registrant, Ur use another form or forms of heat or fuel, and excepting heat or fuel requirements for which seller is. usable to supply 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 use electricity lot power or other purpoaaa. for use in connection with die operation of it* plant In fw the parties disagree as to whetherregistrant has been reasonable in its judgment as to any heat or fuel- requirements for which gas is not taken under the contract the matter is subject to dwtin. by arbitrators. Gas actually used to be paid for monthly at the rate of fifteen cents per 1,000 cubic feet "for the first 30,000,000 feet and for all gas used during the month in excess thereof, 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 registrant its requirements of copper for its mill at Great Falls, Montana, and registrant agrees to sell die same, at current prices. This contract expires December 31, 1938. In addition, registrant and its subsidiaries have entered into and are performing a large number of contracts and agreements covering the sale of their products, the use of various processes, the sup plying of power and transportation facilities, the purchase of ores, materials and supplies, and leases of mining claims and lands for certain plant operations. These contracts and leases are such as ordinarily accompany the kind of business conducted by registrant and its subsidiaries. Under the provisions of the Instruction Book for Form A-2 they are not considered material contracts not made in the ordinary course of business. 42. Briefly deacriW'any material patent, material patent right, or material contract lor a patent right, il the proceed* o! the security registered are to be used for the particular purpoaa of acquiring or developing such patent, patent right, or contract for a patent right. None. 43. With respect to each denial by a governmental regulatory body, in a 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 and terms of the denial, and any subsequent modification thereof. None. 44. If any expert named in the registration statement as having prepared or certified any part of the statement (a), has any interest of a substantial nature in the registrant or any affili ate thereof or is to receive any such interest as a payment for such statement or (b) ** 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, employment 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 it employed at an annual salary. He is a director and officer of the following subsidiaries of registrant: VicePresident 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 shares of its stock, and the holder of Twenty-Year Sjb Gold Debentures, dne 1947, pf Chile Copper Company and of First Mortgage 5^o Sinking, Fond- Gold Bonds, due 1944, of Butte, Anacohda fc Pacific Rail way Company, and is to receive no. interest in registrant as a payment for having prepared or certified to any part of this statement, Hb is net employed on a contmgprt haste. - As to Messrs. Pogscn, FlouSer 8t Co., neither that firm nor any partner thereof has any interest of a snhstarktel Satare or security holding in the registrant or any affiliate thereof, according to information furmsbof by. Messrs. Fogson, Pdoubet Sc Co. ^neither that font nor any partner Ittswinfr.fcte- recarttany interest In registrant or any affiliate thereof as payment for services IJBunCtioo with die' registration statement, although the' firm is to reeefn a fee for services rteftMEfo counactson with the registration statement, and although it is rendering auditing acrvjdWPy l|w registrant and its subsidiaries, and received $77,04X45 in 1934 from registrant and f6F$f>afi8irie* tat services rendered in that yearneither that firm nor any partner thereof is an officer, director or employee of the registrant or- any affiliate thereof; and neither that firm nor any partner thereof has been employed by registrant or any . thereof on a contingent basis. As to Messrs. Chadbourne, Stsmchfield St Levy, neither that firm nor anf partner thereof has any interest of a substantial nature in the registrant or any affiliate thereof, according to informa tion furnished by Messrs. Chadbourne, Stanchfield & Levy, except tint certain members of said firm hold shares of stock of registrant; neither that firm nor any partner thereof is to receive any interest in registrant or any affiliate thereof as payment for services in connection with the registration statement, although the firm is to receive a fee for services rendered in connection with the registration statement, and although it is rendering legal services to the registrant and its subsidiaries and received $98,000 from registrant and its subsidiaries for services rendered them in 1934; neither that firm nor any partner thereof is an officer, director or employee of the registrant or any affiliate thereof; and neither that firm nor any partner thereof 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 and is employed at an annual salary. He is a director and officer of the following subsidiaries, of registrant; Director and Vice-President of Blackfoot Land Development Company; Director and Secretary of Diamond Coal and Coke Company; Assistant Secretary of International Sipciting and Refining Company; Direc- Z a 55 tor of Ajax Mining Company and Smokehouse Copper Mining Company. He has no interest in reg istrant except as a holder of shares of its stock and has received no interest in registrant as a pay ment for having prepared or certified to any part of this statement He is not employed on a con tingent basis. As to Mr. Javier Diaz Lira, he is counsel in Chile for Chile Exploration Company, Andes Cop^ per Mining Company, Potrerillos Railway Company and Santiago Mining Company, subsidiaries of registrant, and is employed on an annual salary basis. Registrant knows of no interest which he holds in it and he 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. Agustin A. Aguila, he is counsel at Cananea, Sonora, Mexico, for The Cananea Con solidated 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 is to receive no interest in regis trant as a payment for having prepared or certified to any part of this statement. He is not em ployed on a contingent basis. HISTORICAL FINANCIAL INFORMATION 45. Furnish the information required below as to the respective captions on the registrant's balance sheet, the balance sheet of the registrant and its subsidiaries consolidated, and each individual or group balance sheet required to be furnished for unconsolidated subsidiaries; (a) If, since January 1, 1922, there have been any increases or decreases in Investments, in Property, Plant and Equipment, or in Intangible Assets, resulting 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 the accounts affected, includ ing the contra entry or entries. (iii) If in connection with such revaluations any adjustments were made in related reserve accounts, state the accounts and amounts with explanations. % In 1923 registrant acquired 66,666% shares (having a par value of $25 per share) of the stock of Andes Copper Mining Company (a then subsidiary) for a total cost of $319,004.94, an average of $479 per share. These shares had theretofore been included in the consolidated balance sheet as outstanding minority interests at the par value of the shares of Andes Copper Mining Company, i.e., $25 per share (or a total of $1,666,666.67), and after the acquisition thereof by registrant the same were carried in the consolidated accounts at the same amount, i.e., $1,666,666.67, the excess thereof, i.e., $1,347,66173 above the cost of said stock, being credited to consolidated surplus. Reference is made to the notes to the consolidated balance sheet setting forth the basis at which the mining properties of Andes Copper Mining Company are carried in such consolidated balance sheet, such basis being the original par value of the stock of Andes Copper Mining Com pany issued therefor, i.e., $25 per share, and not the cost to the registrant and its subsidiaries of such shares of Andes Copper Mining Company owned by the registrant and its subsidiaries. This basis was followed by the registrant in its consolidated balance sheets beginning with the year 1920 when, for the first time, the Andes Copper Mining Company was included in the consolidated bal ance sheet as a subsidiary, such basis being as follows: In the consolidated balance sheer of regis trant and its subsidiaries the interest in the properties of Andes Copper Mining Company, represented by the shares of said company owned by registrant and its subsidiaries (Le., l,159,841s*%o00 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 Andes Copper Mining Company at December 31, 1920 (excluding advances to said company ag gregating $11,16372172 at that date), was.......................................................................... 8,445,462.29 Resulting in a credit to consolidated surplus of................................................................. $20,550,56878 In 1928, by reason of the conversion of the 7% Convertible Debentures of Andes Copper Mining Company, the interest of the registrant and its subsidiaries in the stock of Andes Copper Mining Company declined below the 7S% customarily required by the registrant for consolidation of accounts and therefore the accounts of Andes Copper Mining Company were not consolidated in the consolidated balance sheet of registrant at December 31, 1928. In 1929, through the exchange of outstanding shares of Andes Copper Mining Company for stock of registrant, the interest of registrant and its subsidiaries in the stock of Andes Copper Mining Company increased above the 75% customarily required by the registrant for the consolidation of accounts, and the accounts of Andes Copper Mining Company were therefore consolidated in the consolidated balance sheet of 1929 and subsequent years in the same manner and on the same basis as prior to 1928. In order to avoid an arbitrary reduction in the consolidated surplus at December 31, 1928, when there had in fact been no change of the property (other than in ordinary course of business) represented by stock of Andes Copper Mining Company, or in the number of shares in said company held by registrant and its subsidiaries, the shares of Andes Copper Mining Company owned by the registrant and its subsidiaries were included in the consolidated balance sheet of registrant at December 31, 1928 on the same basis as the interest of registrant and its subsidiaries in the stock of Andes Copper Mining Company had been included in previous years' consolidated balance sheets, and entries were made on the books of registrant and subsidiaries crediting surplus with $21,909,53972, the difference between the cost to them of shares of 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 of 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, leaving a total of 1729,143 shares; said 1729,143 shares represent the shares of Andes Copper Mining Company owned by registrant and its subsidiaries at December 31, 1920, and shares subsequently acquired at less than par value, including the 66,666% shares of Andes Copper Mining Company first above referred to. (b) If, since January 1, 1922, there have been restatements of Capital Stock, state the amounts of such restatements, and the contra entries. If, since January 1, 1922, there has been an original issue of Capital Stock any part of the proceeds 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 credited to surplus, amounted to 3,109,598.54 shares of the par value of $50 per share. The part of the proceeds of such issues in excess of the par value of such shares which was credited to surplus was $20,816,158.49. The major part of the total proceeds received on such issues was used to discharge 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, aggregating $11,907,4982)0, were charged off. In 1934 Mountain City Copper Company issued 506,307 shares of the par value of 54 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 of Bond Discount and Expense, on issues still outstanding, have been written off earlier than as required under any. periodical amortization plan^ give the following information: (a) title at issue: (b) date of each 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. New York, N. Y.. September 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 Sinking Fund Debentures of Anaconda Copper Mining Company, and we have made a review of the accounts named in item 45 for the period from January 1, 1922 to June 30, 1935, inclusive. In our opinion, based on such examination and review, the foregoing data properly present the information required in answer to item 45. Re-executed October 11, 1935. i Pt ocsoir, Px l o u x x t ic Co. Fo g s o n , PixouBrr A Co. (sgd.) Messrs. Pogson, Peloubet & 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 regis trant operating outside of the United States, have cooperated with a view to bringing about a bal ance of production outside of the United States with consumption in such markets. No attempt is made to appraise the effect on the business or earnings of registrant or any of its subsidiaries of the Executive Order approving the Code of Fair Competition for the Copper Industry or of the Codes of Fair Competition for any other industries affecting registrant or any of its subsidiaries, or of the recent decision of the United States Supreme Court with respect to the constitutionality of the National Industrial Recovery Act, nor is any attempt made to appraise the effect on the business or earnings of registrant or any of its subsidiaries 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 earnings of the registrant or any of its subsidiaries of the import tax of 4f per pound on copper imported 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 to 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%-owned subsidiaries, which consti tute in practical effect theoperadng division! of the registrant, as of Jons 30, 1935, together with four pages of neMhe-'y (c) Balance Sbeetot wgftfraat only aa.of June 30, 1935, together with two pages of notes. (d) Consolidated Profit aaflnM Statement of registrant and its subsidiaries for the calendar yean 1932; 1931fasxt'1934 and for the six months-ended June 30, 1935, together with three.pages of note*./-'*?''' (e) Ixaa Statement of registrant and its 100%-owned subsidiaries, JHKeeteitate-in-practical effect die operating divisions of the registrant, for the calenfiMpjmJS 1932, 1933, and 1934, and for the six months ended June 30, 1935, together pages of notes,! " (f) SehaduklA--Investments, in Securities of Subsidiaries (not consolidated in 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 HA--Property, Plant and Equipment of registrant and its subsidiaries. (j) Schedule HB--Property, Plant and Equipment of registrant and its 100%-owned sub sidiaries. (k) Schedule IIC--Property, Plant and Equipment of registrant only. (l) Schedule HIA--Reserves for Depreciation and for Depiction of coal min*., timber lands, phosphate deposits and day lands of registrant and its subsidiaries. (m) Schedule IIIB--Reserves for Depredation and for Depletion of ooal mines, timber lands, phosphate 'deposits and clay lands of registrant and its 100%-owned subsidiaries. (n) Schedule IIIC--Reserves for Depreciation and for Depletion of 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 subaidiarie*. (q) Schedule VTB--Reserve* of registrant and it* 100%-owned srdrsidiaries. (r) Schedule VIC--Reserves of registrant only. (s) Schedule VUA--Consolidated Surplus Account of registrant and its subsidiaries for calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935. (t) Schedule VIIB--Consolidated Surplus Account of registrant and its 100%-owned sub sidiaries for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935. (u) Schedule VIIC--Surplus Account of registrant only for the six months ended June 30, 1935. (v) Schedule VIIIA--Supplementary Profit and Loss information of registrant and its sub sidiaries for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935. (w) Schedule VIIIB--Supplementary Profit and Loss information of registrant and its 100%owned subsidiaries for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935. (x) Schedule IXA--Income from Dividends of registrant and its subsidiaries for the calendar years 1932, 1933 and 1934 and for the six months ended June 30,1935. (y) Schedule IXB--Income from Dividends of registrant and its 100%-owned subsidiaries for the calendar years 1932, 1933 and 1934 and for. the six months ended June 30, 1935. (z) Schedule X--Funded Debt of registrant and its subsidiaries--consolidated, 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 Company 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 Wire and Cable Company and its subsidiaries. (3) Schedule II--Property,. Plant and Equipment of Anaconda. Wire and Cable Com-. .. pany and Its subsidiaries. (4) Schedule III--Reserves for Depredation of Anaconda Wire and Cable Company and its subsidiaries. (5) Schedule IV--Intangible Assets of Anaoonda Wire and Cable Company and its suhddiariea. (6) Sdtariule Ver-Seserye for Depreciation and/or Amortization of Intangible Assets ofcjjimrnnds Wire and Cable Company and its subsidiaries.. (7) 9VI--Reserves of Anaconda Wire and Cable Company and its subsidiaries. (8) Schedule VH--Consolidated Surplus Account for the rsleudar 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 Infonnatian for die calendar years 1932, 1933 and 1934 and for the six months ended June 30,1935-of Anaconda Wire and Cable Company and its subsidiaries. (10) Schedule XI--Indebtedness of Affiliates of Anaconda Wire and Cable Company and its subsidiaries. II--Mountain City Copper Company: (1) Balance Sheet as of June 30, 1935, together with one page of notes. (2) Statement of Receipts and Disbursements from September 23, 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 (date of organization of the company) to June 30, 1935. Ill--Walker Mining Company: (1) Balance Sheet as of June 30, 1935. (2) Profit and Loss Statement for the calendar years 1932, 1933 and 1934, and for the six months ended June 30, 1935. (3) Schedule II--Property, Plant and Equipment. (4) Schedule III--Reserve for Depredation. (5) Schedule VII--Surplus Account for the calendar years 1932, 1933 and 1934 and for the six months ended June 30, 1935. (6) Schedule VIII--Supplementary Profit and Loss information for the calendar years 1932, 1933 and 1934, and for the six months ended June 30, 1935. (3) The certificate of Messrs. Pogson, Peloubet & Co., Certified Public Accountants, dated October 11, 1935, with respect to the financial statements and schedules listed above. (4) The following exhibits: (a) Exhibit A-l--Copy of articles of incorporation of registrant as amended to date, includ ing copy of certificate of extension of corporate existence. Exhibit A-2--Copy of By-Laws of registrant, as amended to date, (b) Exhibit B-l--Copy of indenture dated as of October 1, 1935, from Anacontfa Copper Min ing,Company to Guaranty Trust Company of New York, as Trustee. (This exhibit relates to the 4J4% Sinking Fund Debentures of the registrant, due October 1, 1950, to be regis tered hereunder). (c) Exhibit B-2--Copy of indenture dated as of February I, 1914 from Butte, Anaconda & Pacific Railwiy Company to Guaranty Trust Company of New York, as Trustee. (This exhibit relates to the First Mortgage SJfc-30-ytar Sinking Fund Gold Bonds due February 1, 1944, of said Butte, 'Anaconda & Pacific Railway Company). (d) Exhibit B-3--Copy of indenture dated as of January 1, 1927 from Chile Copper Com pany to Guaranty Trust Company of New York, as Trustee. (This exhibit relates to the 20-year 5% gold debentures of Chile Copper Company due1947.) (0 Exhibit C--Copy of guarantee of registrant endorsed on each of the outstanding bonds of $1,621,000 aggregate principal amount of First Mortgage 5$ 30-year Sinking Fund Gold Bonds dne February !, 1944, -of Butte, Anaconda 3c Pacific Railway Company. (0 Exhibit F--Copy of agreement between registrant and principal underwriters of the Deben tures to be registered hereunder? (g) Exhibit G--Copy of opinion of counsel m respect of die. legality of the issue to be register$d btfeuoder.. (h) MTtfl H^-Copy or specimen of Debenture of the issue to be registered hereunder. (iJi-JuMt I--Copies of the following agreements: Agreement dated July 10, 1928 between Great Falls Power Company and Anaconda Copper Mining Company. (2) Supplemental agreement dated July 23, 1935 between The Montana Power Company and Anaconda Copper Mining Company. (3) Agreement dated April S, 1928 between Great Falls Power Company, The Montana Power Company, and Anaconda Copper Mining Company. (4) Supplemental agreement dated December 24, 1934 between The Montana Power Com pany sod Anaconda Copper Mining Company. (5) Agreement dated February 27, 1931 between Anaconda Capper Mining Company and Louis B. O'Neill. (6) Agreement dated February 27, 1931 between The Montana Power Company and Ana conda Copper Mining Company. (7) Agreement dated November 15, 1932 between Anaconda Copper Mining Company and Montana Cities Gas Company. (8) Agreement dated February 28, 1929 between Anaconda Copper Mining Company and Anaconda Wire and Cable Company. (j) Exhibit K--Consent of D. M. Kelly, Esq., Western General Counsel of registrant, with 60 (k) ExMSfcL--Opinion of Javier Diaz Lira, Esq., General Counsel in Chile for Chile Explora- ' tion. Company, Andes Copper Mining Company, Potrerillos Railway Company and San tiago Mining Company, subsidiaries of registrant, with respect to titles to properties and franchises and concessions of such sulsidiaries. (l) Exhibit M--Opinion of Agustin A. Aguila, Esq., Counsel in Mexico for The Cananea Consolidated Copper Company, S.A., a subsidiary of registrant, with respect to titles to mining claims or titles of concessions of that subsidiary. (5) The Prospectus, consisting of 78 pages. The filing of thi3 registration statement with the Securities and Exchange Commission shall not be construed as a waiver of, or estoppel against, the right of the registrant or any other person to contest the validity or scope of any or all of the provisions of the Securities 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 Cop per Mining Company, a corporation organized and existing under the laws of Montana, has duly nosed this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the Gty of New. York and State of New York on the 24th day of September, 1935. (s k a l ) An a c o h d a Coma Mnrnro Co mf a h t I By Co b j t e l iu b F. Ke l l b t (sgd.) (C0BMBLTC3 Vs im.tY, Prwhk*) By Ja mb b R. Bo b b in s (sgd.) (JAMEl B. BOBBINS. Vie* PmUm) Da v id B. He k n b s s y (igd.) (DAVID A. KKX2TX0T; W-ry)-' (b) Of the Principal. Extesthr* Officer or Officers, the Principal Financial Officer and the ComptroDfl&jgAjlkipal Accounting Officer. In tbe Securities Act of 1933, the undersigned have signed the within registry" k respective dates set beside their names. (i) Principal ejteuilirc officer or officers: Co r n e l iu s F. Knur (sgd.) coanuos . mur President emo Sept. 24, 1935 Ja mb s R. Ho b b in s (sgd.) JAMBS B. BOBBINS Vice President (Tttk) Sept 24, 1935 Ro b o t . Dw y s b (sgd.) BOBBXT X. DWYKE Da v id B. Hr n n e s s y (sgd.) DAVID 1. HXNNXSSY Vice President and Treasurer entk) Sept 24, 1935 CDtW) Secretary and Assistant Treasurer Sept 24, 1935 (Hilt) (TTiiirt Ja mb s Dic k s o n (sgd.) JAMBS DICKSON General Auditor (TMa> Sept 24, 1935 (Date) " ^ Virxji Z a (ii) Principal financial officer: Ro ber t E. Dw y e r (sgd) ROBERT R. DWYER Treasurer OUb) Sept 24, 1935 (Data) (iii) Comptroller or principal accounting officer: Ja me s Dic k s o n (sgd.) JAMES DICKSON General Auditor n# Sept 24, 1935 (On) (c) Of the Directors: Co r n e l iu s F. Ke l l ey (sgd) CORNELIUS E. KELLEY Sept 24, 1935 ua) An d r ew J. Mil l er (sgd.) ANDREW J. MILLER Sept 24, 1935 (Data) Ja me s R. Ho b bin s (sgd) JAMES R. HOBBINS Sept 24, 1935 (Saw) Ro b e r t E. Dw y e r (sgd) ROBERT K DWYER Sept 24, 1935 (Data) Jo h n A. Co r (sgd) JOHN A. OOl Sept 24, 1935 Wil l ia m D. Th o r n t o n (sgd) WILLIAM D. THORNTON Sept 24, 1935 (Data) He r man C Be l l in g er (sgd) HERMAN C. BELLINGER Sept 24, 1935 (Data) G. H--P. Mu r t h t (sgd) - GEATSON M.-R. MURPHY Sept 24, 1935 (Data) (d) Of the DhJjjt Authorised Raprsaentatire in the United Statas: In pursuance of the Securitiet Act of 1933, die undersigned has signed die within registra tion statement on the day of , 1935. CONSENTS OF EXPERTS Po g 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 REGISTRATION STATEMENT COM PRISES" on page 57, and being page numbers 64 to 130, both inclusive, (b) the answers to item 45, being page numbers 55 to 56, both inclusive, and (c) information as to gross sales of copper for delivery outside of the United States and Canada (based on proceeds of sale) and the total sies of all products by registrant and its subsidiaries whose accounts are consolidated with those of regis trant (including gross earnings from miscellaneous service companies), without deduction of operat ing and other expenses and charges, for the period January 1, 1930 to June 30, 1935, appearing in answer to Item 6 on page 7, and the information as to total sales, gross earnings, net income and net losses given in answer to Item 4 (a) with respect to certain subsidiaries 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 4)4% Sinking Fund Debentures due October 1, 1950, of registrant, to be authorized under Indenture dated October 1, 1935 to Guaranty Trust Company of New York as Trustee, and we hereby give our consent to the use of our name therein and to the use of said documents examined and reported on by us, as required by Section 7 of the Federal Securities Act of 1933. We also consent to the making of the statement with refer ence to our firm on page 1 and page 54 of such registration statement. Re-executed October 11, 1935. Po g s o n , Pe l o u b e t & Co. Po g s o n , Pe l o u b e t & Co. (sgd.) Re n o H. Sa l e s j -: New York, N. Y. September 24, 1935. I hereby consent to the making of the statement with reference to me on page 1 of the registra tion statement of Anaconda Copper Mining Company to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 for the registration of its 4)4% Sinking Fund Debentures due October 1, 1950, above set forth. I received the degree of Engineer of Mines from the School' of Mines of Columbia University in June, 1900, and since then have actively practised the profession of geologist Re n o H. Sa l e s (sgd.) Fr x d e eic k La is t New York, N. Y. September 24, 1935. I hereby consent to the making of the statement with reference to me on page 1 of the regis tration statement of Anaconda Copper Mining Company to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 for the registration 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 then actively practised the pro fession of metallurgy. FxxDxxicz La is t (sgd.) V. v 'T.trW "v - - The consent of D. M. Kelly, Western General Cowad of the registrant, with-respect to the rtfe** ence made to him on page 1 of this registration statement, is filed herewith as Exhibit K. The consents of Messrs. Javier Dial Lira and Agustin A. Aguila with respect to the referencemade to them on page 1 of the registration statement of Anaconda Copper Mining Company to be Bled with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 for.the registration of its 4j4?o Sinking Fund Debentures due October 1, 1950, are filed herewith as Exhibits L and M respectively. ANACONDA COPPER MINING COMPANY and Subsidiary Companies CONSOLIDATED BALANCE SHEET--JUNE 30TH, 1935 See Notes A to N, pages 66 to 69, inclusive. LIABILITIES, CAPITAL STOCK AND SURPLUS Current Liabilities: Notes Payable--Banks ........ $57,245,120.00 Accounts Payable--Trade -5,792,144.02 Wages Payable ..................... 757,807.69 Accrued Taxes ...................... 2,823,584.00 Accrued Interest................... 975,653.47 Otber Accrued Liabilities... Indebtedness to Subsidiaries. 1,095J>9285 ' 206,015.10 Unclaimed Dividends............ 97,547.77 Employees* Deposits ............ 78,12637 Deferred Income: On installment land sales, including interest....................... '....................................... Oa uncompleted steamship voyages............................................................................... Long-Term Debi grhccfnls X: Chile Copper Co. Twenty-Year $<** Gold. Debentures, doe 1947.. Less held in Treasury.................................... ......................... $28,962.00000 2,137,000.00 Butte, Anacooda A Parifie Railway Co. First Mortgage 5% Sinking Fund Gold Bonds, due 1944 (guaranteed as to both principal and interest by Anacooda Copper Mining Company) Leas held m Treasury....................................................... 1,621,00000 B.ffff.OO- Rssrras Schedule VI At For Repairs, RcDcwals ami Tiplsriiimnli. Far Workmen's Goppcmstkaa Cmurpncs^ me. 1983*7236 58383.66 263453)00.00 1336,000.00 27776235 495798-77 275.00000 450.00000 $69,073,99137 257,856.42 28381,000.00 1,497361-52 Capital Stock tod Stsrptaa Of subsidiary crxnpames owned by Minority Interest r Capital Stock.................. Deficit applicable tbseto. Capital Stock, cd Anaconda Copper Mining Company: Authorized--123*00,000 shares of the par value of $50.00 each. Issued .......................................................................... 8319m darts Held in Treasury or through subsidiaries............................. 244,746 shares Outstanding ............................................................................... 8,674340 shares SoTpins--schedule VII A--see notes C, I and K 439632737 133279 44535430000 1273730009 43371730000 42738,502,38 4396.99478 475.955.502.38 $57976330637 Nott 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 where the. interest owned (directly or through other subsidiaries) .is 75% or more of the issued stock, the assets and liabilities of said subsidiaries as they appear upon the books of said subsidiaries are distributed 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 ($772768.13), and where the operations of the subsidiaries are not an integral part of the operations of the consolidated group, are carried as invest ments in the Consolidated Balance Sheet. The interest of minority stockholders of subsidiaries, the ac counts 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 consolidated and the shares owned in these subsidiaries are carried as investments in the Consolidated Balance Sheet. Nott 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, are converted into dollars at rates not more favorable than those effective at June 30th, 1935. Current assets and liabilities at the Toronto Plant of Anaconda-American Brass, Ltd, are carried in Canadian currency and hate been converted into U. S. dollars at rates not in excess of rates current at June 30, 1935. Nott C--Eq u it y o p 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 tbc unconsolidated subsidiaries shown separately on Schedule I A and the five unconsolidated subsidiaries referred to in Note A, has decreased to the extent of $484,96574 since the dates of acquisidoa as the result of profits, losses and distributions, as shown by the books of said unconsolidated; suhridiarie* but the cost thereof as shown in the Consolidated Balance Sheet has not been adjusted foe such decrease. _ Nott D--In v e n t o r ie s o p 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 content* of copper geos, concentrates, and cupriferous materials, asdezhsc and lead ores and concentrates, while, i treatmoNNfertdnction plants, up to the production at Mister copper, electro lytic copper, metalfiaqtbl^tad lead WHoe, are classified as metals in process;' Blister and electrolytic copper, metallic lia^TffiEjlMnfrin and ertber products and metals produced in cotmectioo therewith or therefrom, indudid|BMMk it works at fabricating plants, are treated as finished. , Inasmuch as theagfmtWii at the reduction plants require a continuous inventory- in process, the metals in the process inventories are.carried at a calculated "normal cost," based on an saniwicd normal volume of production, which is below the equivalent of current market for metallic content of such inventories. In accordance with the principle need in preparation of the accounts for the year 1933 and subse quently, finished metals and manufactured products on hand at June 30th, 1935^ (except silver and gold which are carried at market quotations or less), have been valued (a) a*.to that part of the.inven tory which was equal to the quantity on hand at December 31st, 1934 at the inventory price of Decem ber 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 part of the inventory which exceeds in quantity inven tory on hand at December 31st, 1934 at production costs during the six months period ended June 30th, 1935. Inventory valuations determined in accordance with the foregoing method were below market prices for the various metals and products at June 30th, 1935. Certificates for refined copper, in cluded in inventory at $1,077,516,36, were pledged as of June 30th, 1935 with holders of notes payable; Complete physical inventories of metals and manufactured products on hand were not taken at June 30th, 1935. Inventories are, however, subject to continuous tests-and checking, bods 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 .. , , 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.) Alote E--Su p p l ie s o n Ha n d Supplies on hand, including replacement parts as well as current supply items, are carried at cost. Owing to the curtailment of operations and distance from source of supply and markets, supplies on hand of certain metal producing subsidiaries, particularly those operating in Chile, were at June 30th, 1935 somewhat in excess of current requirements. Complete physical inventories of supplies on hand were not taken June 30th, 1935. Inventories are, however, subject to continuous tests and checking, both physical and in connection with financial and operating records, by employees 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 security investments are carried at cost or less, such cost being cash cost, or in the case of securities issued in exchange for property transferred by the registrant or a consolidated subsidiary, the cost of such property to the consolidated group after deducting depreciation to date of transfer, and do not indicate current values. Other security investments include shares of Inspiration Consolidated Copper Company carried at $10,914,107.51. 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 and Equipment of registrant are carried at cash 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 subsidiary as set forth below, and (2) all net assets (other than property, plain and equip ment) of such subsidiary at the time when its accounts were first included in the Consolidated Balance Sheet of the registrant and subsidiaries, to which is added the cost of subsequent acquisitions. Such investment basis is the cash cost to the consolidated group of the stock of the respective subsidiary owned by such group, where the same was acquired by the group for cash, or where the same was acquired by the consolidated group for stock of the registrant, the par value of the. stock' of the registrant, except as to properties of Andes Copper Mining Company and Santiago Mining Company acquired by said companies respectively for shares of their capital stock, which properties are included in the Consolidated Balance Sheet at the original par value of the shares of those companies issued therefor (t.e., $25 per share), amounting in the case of Andes Copper Mining Company to 1,000,000 shares and in the case of Santiago Mining Company to 70,566 shares. Of said stock of Andes Copper Mining Company issued for property 998,036 shares were acquired by registrant and subsidiaries at less than the original par value thereof and of said stock of Santiago Mining Company 65,431 shares were acquired (in 1930) by registrant at less than the original par value thereof. The 65,431 shares (minority interest) of Santiago Mining Company were carried in the consolidated financial state ments as outstanding minority interest at par from the date when Santiago Mining Company was first included in such statements. Upon the acquisition of such shares by the registrant in 1930 the difference of $1,519,565.66 between the par value thereof and the cost of such shares to registrant was transferred from minority interest to consolidated surplus. The total amount credited to consoli dated surplus on account of the difference between the par value of the above-mentioned shares of Andes Copper Mining Company and Santiago Mining Company and cost thereof to registrant and its subsidiaries was $23,429,105.38. See answer to item 45 of this registration statement with respect to said 998,036 shares of stock of Andes Copper Mining Company. (c) It has been the practice of registrant, consistently applied to its own properties and those of subsidiaries the stocks of which have been acquired and the accounts of which are included in the Consolidated Balance Sheet, to carry Property, Plant and Equipment as described above. Pursuant to the requirements 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 deduction for "depletion" in arriving at taxable income under 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 deducting any amount for depletion on account of metals mined in any of its published accpunts, and^no such deduction is included in PNYC00001920 68 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.) any of the financial statements submitted herewith. Reference is made to answer to item 7 of this registration statement for a description of the present condition of the properties and estimated ore Depletion based on cost has in the case of timber, coal, clay and phosphate lands, been deducted from income in the financial statements submitted herewith and also from the cost basis shown in the Consolidated Balance Sheet. (d) In the Consolidated Balance Sheets of the registrant and its subsidiaries heretofore published, the depreciation reserve, shown on the books of The American Brass Company and certain other sub sidiaries as of the dates the stocks of those companies were acquired by the registrant, was deducted in stating the plant and equipment account of those companies in the Consolidated Balance Sheet and was not included in depreciation reserve. The foregoing Consolidated Balance Sheet includes such accumulation in the depreciation reserve. This change does not affect the net amount at which such fixed assets are carried, nor does it affect consolidated surplus, or any other item other than the separate items of plant and equipment and depreciation reserve. Certain transfers between the accounts "Mines and Mining Claims", "Plant and Equipment", and "Reserve for Depreciation" have been given effect to in this Consolidated Balance Sheet. They consist entirely of transfers between these three accounts and do not affect the net amount at which Property, Plant and Equipment are carried nor do they affect the consolidated surplus or any item other than fixed assets and depreciation reserve. (e) The values of Property, Plant and Equipment are shown on the bases above set forth and do not indicate current values which could be established only by current appraisals. Nott H--Me t h o d or Ex t in g u is h in g Dis c o u n t o n Bo mm Discount on bonds outstanding at the end of the period is written off in equal installments over the term of the bonds, and when bonds are purchased for sinking fund requirements the cost of such bonds for the purpose of calculating profit or Ion is increased by the amount of discount which would have applied over the entire remaining Gfe of such bonds. Nott I--Fe d e e a l In c o me Ta x e s A determination of the amounts doe for Federal Income taxes' for the taxable years op to and including that ended December 31st, 1929, his recently been made by the United States Treasury Depart ment and this amnant 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 not been completed. Nott 1--No t e s Re c e iv a b l e --In s t c e a t io k Co n s o l id a t e d Corm Co mp a c t These notes represent cash advances during and subsequent to 1932 of $637,412.69 pins notes of $895,587-31 delivered in payment of accrued interest on such notes. A portion of these advances has provided the major port of the cost of carrying the properties of Inspiration rrwolidtd Copper Company during shut-down period. Nott K--Su e b l u s Included in Consolidated Surplus are: (a) A credit of $21,909,53972 arising from inclusion in Consolidated Balance Sheet of assets and liabilities of Andes Copper Mining Company at the amounts shown on its books (see Note G), (b) a credit of $1,519,565.66 arising from acquisition in 1930 of minority shares in Santiago Mining Company issued for property and carried at their par value, said amount representing the excess of par value over acquisition cost, (c) a credit of $20,816,158.49, being the excess of the proceeds of the issue of 3^109,596.54 shares of stock of registrant over the par value thereof and (d) a charge of $11,907,498.50, being discount and expense on issuance, and premium on redemption of bonds, redeemed through funds obtained by issuance of stock above referred to, which items (a), (c) and (d) are set forth in answer to item 45 of thia registration statement. See paragraph (c) of Note G as to practice regarding depletion.' z 0. Note L--Co n t in g e n t Lia b il it ie s A contingent liability existed at June 30th, 193S for acceptances covering foreign sales of copper 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--Ob e s Pe o d u c e d d o b in g d e v e l o p me n t p e e 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 e ip e e o u s ma t e b 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 the recoverable metals contained therein at current metal prices after deducting treatment costs, both as estimated by metallurgists of registrant Currant Assets: Cash o d hand and in banks............................................... . Marketable Securities--at cost (market value $981,170.63} Accounts and Notes Receivable-Trade............................. Less Reserve for doubtful notes and accounts--sched ule VI B ................................................................................. $ 6350^476 31043845 $ 8,079^51.18 1,424,908.19 6440,102.11. Metals and Manufactured Products: Finished--see note C...................*.................................... In Process--see note C................................................... Supplies on hand see note; D................................ Indebtedness of Subsidiaries--current: Subsidiaries not consolidated in this Balance Sheet. 24,886,010:45' 3,65049944 4,452,228.11 246725 $ 49,035767. U Other Assets: v Cupriferous material held for future treatment--see note M. installment bouse and land sales and other accounts receivable..................................................................................... 1,13078246- Leas Reserve for doubtful accounts schedule VI B.. 18540009 Advances to sundry mining companies, including advances on ores ......................................................................................... Less Reserve for doubtful accounts schedule VI B. 320,662^0 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........................ ..................... .. 6fi31fiOBM 341,4963V 3436446J6 945.9B2J6 253,546.44 7,274,4963V 1UUU71J4 Subsidiaries less than 100% owned or with outstanding bonds, whose.. accounts are consolidated in tb general Coosolidated.Balaace Sheet: Securities--schedule I B see notes B and J....... ................................ Indebtedness wot carresft schedule XI........................................................ Other subaidiariej^wbase account^ are not consolidated in the general Consolidated MBnHf `Sheet:- Securities--Mm I.B see nobs E.......... ................................................ Indebtidmse^MQr^bute> whsduls XI......................................................... Other Security &B^EfeHnts--see note B................................................................. 295,26346244 3,819,03928 ' 1524845425 79044848 1348M9148 Property, Plant and Xqu^nsnb--eas note Pf Mines and Mining Claims, Water Rights and Lands for IfetaL Producing and Manufacturing Plants schedule II B.................................................... Coal Mines, Timber Lands, Phosphate Deposits, and Clay Lands--schedule II B........................................ .. 9,626,40846 Less Reserve for Depletion--schedule III B............... 145545541- Buildings and Machinery at Mines, Reduction Works, Refineries, Manufacturing Plants, Sawmills, Foundries, Waterworks and Railroads (including railroad conces sions to the extent of $14,44642)--schedule II B.......... Less Reserve for Depredation--schedule III B.... 14946575872 86494400.15 Intangible f.ts.w.ts...sr.h.ni.ln.ls..IV.:............................. Dsfsrrsd Charges: Development (Coal and Phosphate Properties).......................................... .. Prepaid Insurance, Taxes, etc.................................................................................... Deferred experimental, lease and other expenses................................................ 74907454$ 63,07175847 88841374 240,03072 337,43444 328701796.75 15742248547 ,6 020.00 1,465779.40 CONSOLIDATED BALANCE SHEET--JUNE 30TH, 1935 See Notes A to M, pages 72 to 75, inclusive. Current Liabilities: LIABILITIES, CAPITAL STOCK AND SURPLUS Notes Payable--Banks............................................................................... *......... $ 48,822,120.00 Accounts Payable--Trade ................................................................................... 5,039,163.49 Wages Payable ................................................................................................... 674,065.22 Accrued Taxes ..................................................................................................... 1,869,932.10 Accrued Interest................................................................................................... 480,138.43 Other Accrued Liabilities ...........................*.............................................................. 742,361.56 Indebtedness to Subsidiaries---current: Subsidiaries less than IQOft owned, whose accounts are consolidated in the general ConsolidatedBalance Sfeeet........................................................... 1,913,210.14 Other subsidiaries, whose accounts are not consolidated in the general Consolidated Balance Sheet.......................................... 206,891.38 Unclaimed Dividends ............................................................................................ 78,804.07 Employees' Deposits.................................................................................................. 23,745.37 $ 59,850,431.76 Deferred Income: On installment land sales, including interest Reserve* schedule VI B: For Repairs, Renewals and Replacements............................................................ For Workmen's Compensation Insurance, etc. ........................................... For Contingencies ................ ...................................................................... ............... For Deferred Payment under power contract in connection with curtailment of opcnboM .............................................................................................................. 176,515.63 448,02(155 250,000.00 450,000.00 194,602.96 1,324,536.18 Capital Stock end Burptas: Capital Stock of Anaconda Copper Mining Company: Authorised 12,000,000 shares of the par value of $50.00 each Isnml ...A............................................................................... 8919.086 ahaies $445,954,300.00 HM io thlnr............................................................. 244,467 aharta 12/23,350.00 Outataadnc ..................................................................... 8,674,619 aharu $433/3095000 Surploi--achednle VII B--acc notea G. J aod K..................................................... 5Z.942.499.49 486 673,449.49 $548,043,020.39 72 ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies (See Note A) 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 owe no long term or funded debt to persons other than the registrant and which may be considered in practical effect operating divisions of the registrant, itself an operating company, are consolidated in the foregoing Balance Sheet, except that five subsidiaries 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 consoli dated group are carried as investments in the Consolidated Balance Sheet Subsidiaries which are not wholly owned or which owe long term or funded debt to persons other than the registrant, and which accordingly are excluded from the foregoing Balance Sheet, are (a) certain domestic subsidiaries, namely. Anaconda Lead Products Company, Butte, Anaconda and Pacific Railway Company, Butte Water Company, and four other subsidiaries of minor significance, all of the above-mentioned subsidiaries being included at $6,931,553.37 under investments in the foregoing bal ance sheet, which represents an equity of $1,082,499.29 in net current assets; and (b) all subsidiaries whose principal operations are conducted in foreign countries (except Anaconda-American Brass, Ltd., a Canadian subsidiary), namely, Andes Copper Miffing Company, Chile Copper Company, and.-Greene Cananea Copper Company, and subsidiaries of such companies, all such subsidiaries being included at $288,331,809.17 under investments in the foregoing balance sheet, which represents an equity of $16,409,12727 in net current assets. The foregoing balance sheet reflects the accounts of the registrant and its subsidiaries whose principal operations in the production and fabrication of metals and other products are conducted in the United States and Canada. As the results of transactions entered into by the registrant for the benefit of the group, whose accounts are ctuwoKdited in the foregoing balance sheet, cannot weH 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 TMipii whose accounts are consolidated in such Balance Sheet have been submitted, in lieu of a profit and loss statement for the registrant cnly. In order to present the status of the registrant's interest in these consolidated' subsidiaries, thw'r assets and liabilities as they appear upon Am books- are distributed mwW appropriate headings on the foregoing Consolidated Balance Sheet. Note B--BALANCia-tn Fo r x x g n Cu r x x h c d b Cash balances in foreign currencies, net relatively material in amount, are converted into dollars at rates not more favorable than those effective at June 30th 1935. Current assets and liabilities at the Toronto Plant of Anaconda-American Brass, Ltd, are carried in funadtaw currency, and have Kn converted into U. S. dollars at rates not in excess of rates current at June 30th 1935. Note C--In v e n t o r ie s or Me t a l s a n d Ma n c t a c t u r id Pr o d u c t s The metallic contents of copper ores, concentrates, and cupriferous materials, and line and lead ores and concentrates, while in treatment at reduction plants up to the production of blister copper, electrolytic copper, metallic zinc and lead bullion, are classified as metals in process. Blister and elec trolytic copper, metallic zinc, lead bullion, and other products and metals produced in connection there with or therefrom, including stock in works at fabricating plants, are treated as fin.'.h-N \ m m 73 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 (Could.) gold which are carried at market quotations or less), have been valued (a) as to that part ol the in ventory which was equal to the quantity on hand at December 31st 1934 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 part of the inventory which exceeds in quantity inventory on hand at December 31st, 1934 at production costs during the six months period ended June 30th, 1935. Inventory valuations determined in accordance with the foregoing method were below market prices for the various metals and products at June 30th, 1935. Certificates for refined copper, in cluded in inventory at $1,077,516-56, were pledged as of June 30th, 1935' with holders of notes payable. Complete physical inventories of metals and manufactured products on hand were not taken at June 30th, 1935. Inventories are, however, subject to continuous tests and 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 registrant 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 supply items, are carried at cost. Complete physical inventories of supplies on hand were not taken June 30th, 1935. Inventories are, how ever, subject to continuous tests and checking, both physical and in connection 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 consolidated in the general Con solidated Balance Sheet, and other security investments are carried at cost or less, such cost being cash cost, or in the case of securities issued in exchange for property transferred by the registrant or a con solidated subsidiary, the cost of such property to the consolidated group after deducting depreciation 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 are carried on the basis on which their properties are included in said general Consolidated Balance Sheet, as. set forth in paragraph (b) of note G to the Consolidated Balance Sheet. Such basis does not indicate current values. Other security investments include shares of Inspiration Consolidated Copper Company carried at $10,914,107.51. Note F--Pe o p e e 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 (a) Property, Plant and Equipment of registrant are carried at cash cost, or in the rase 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 sabskfiary as set forth below, and (2) all net assets (other than property, plant and equip ment) of such subsidiary at the time when its accounts were first included in the genual Consolidated Balance Sheet of the registrant and subsidiaries. Such investment basis is the cost to the consoli dated group of the stock of the respective subsidiary owned by such group, where the am* was acquired by the group for cash, or where the same was acquired by the consolidated group for stock of the regis trant, the par value of the stock of the registrant (c) It has been the practice of registrant, consistently applied to its 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 as described above. Pursuant to the requirements 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 allow able as a deduction for "depletion" in arriving at taxable income under 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 deducting 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 to answer to item 7 of this registra tion statement for a description of the present condition of the properties and estimated ore reserves. Nona 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 phosphate lands, been deducted from income in the finandal statements submitted herewith and also from the cost basis shown in the Consolidated Balance Sheet. (d) In the Consolidated Balance Sheets of the registrant and its subsidiaries heretofore published, the depredation reserve, shown on the books of The American Brass Company and certain other sub sidiaries as of the dates the stocks of those companies were acquired by the registrant, was deducted in stating the plant and equipment account of those companies in the Consolidated Balance Sheet and was not induded in depredation reserve. The foregoing Consolidated Balance Sheet includes 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, or any other item other than the separate items of plant and equipment and depredation reserve. (e) The values of Property, Plant and Equipment are shown on the bases above set forth and do not indicate current values which could be established only by current appraisals. GNott --Fe u d a l In c o me Ta x e s A determination of the amounts due for Federal Income taxes for the taxahle yean up to and induding that ended December 31st, 1929 has recently been made by the United States Treasury Depart ment and this amount together with interest to June 30th, 1935 has been induded in Accrued Taxes. Audits of returns for subsequent years have either not been made or hare not been completed. Nott H--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, 1935,' Butte, Anaconda and Pacific Bailway Company had issued and outstanding (exduding $85,000.00 prindpal amount hdd in treasury of registrant) $1,536,000.00 principal amount of First Mortgage 59b Sinking Fund Gold Bonds, due 1944. These bonds are guaranteed both as to prindpal and interest by the registrant (referred, to m answer to item U, Column F of this registration statement). Nott l--Noras Re c e iv a b l e --In s f is a t k )* Ta w s o l id a t e d Com* Co mp a n y These notes represent cash advances daring and subsequent to 1932 of* $637,41269 phis notes of $895,587.31 delivered in payment of accrued mterest ce such notes. A portion of these advances has provided the major part of the cost of carrying the properties of Inspiration Consolidated Capper Com pany during shut-doanf,period. Nott I--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 tag term or funded debt to persons other than registrant, which are included in the general Cooaolidxted Balance Sheet of the regis trant and subsidiaries but not in the Balance Sheet of the registrant and lOO^fe owned car ried at $295,263,362.54 as shown on Schedule I-B, have not been reduced by the accumulated deficits, less profits, of such subsidiaries since date of first inclusion in Consolidated Tfa!* Sheet of registrant and subsidiaries, which net deficits at June 30, 1935 amounted to $12,461,293.67, all of which ho been reflected in the general Consolidated Balance Sheet Nott K--Su r pl u s Included in Surplus are: (a) A credit of $21,909,53972 arising from inclusion in Consolidated Balance Sheet of assets and liabilities of Andes Copper Mining Company at the amounts shown in its books, (b) a credit of $20,816,158.49, being the excess of the proceeds of the issue of 3,109,598.54 shares of stock of registrant over the par value thereof and (e) a charge of $11,907,498-50, being dis count and expense on issuance and presnium on redemption of bonds redeemed through funds obtained by issuance of stock above referred to, which items (b) and (c) are set forth in answer to i>~o 45 of this registration statement See paragraph (c) to Note F as to practice regard^ depletion. PN'rC 0 0 0 0 l9 2 ? % 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 (CootcL) 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 the greater pert 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--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 the recoverable metals contained therein at current metal prices after deducting treatment costs, both as estimated by metallurgists of regis trant. 1 j 9 ANACONDA COPPER MINING COMPANY (Registrant only) BALANCE SHEET--JUNE 30TH, 1935 Sec Notes A to J, pages 78 and 79 following. ASSETS Current Assets: Cash os hand and in banks................................................................................... ....... $ 796,04238 Marketable Securities--at cost (market value $320,413-2$)............................. $17,525.45 Accounts and Notes Receivable--Trade. *..................... $ 885,02226 Less Reserve for doubtful notes and accounts--sched ule VI C............................................................... ................ 100719.33 784,30193 Metals and Manufactured Products: Finished--see 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 ............................................................................... 7,125,422.20 2,676.58478 273577971 3767457? 7,426315 $ 14319729J7 Other Aseeta; Cupriferous material held for future treatment--see note J... Installment house and land sales and other accounts receivable ................................................................. Less Reserve for doubtful accounts--schedule VI C.. Notes Receivable of Inspiration Consolidated Copper 6. 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 ................................................ .. 474.67Z65 53,000JO 6,933,OOOj OO 341.496.0ft. 3,336.34676 421,67*65 7274,496a# 11,032^15.49 Investments: Subsidiaries whose accounts are consolidated in the ges.end Consolidated Balance Sheet: - Securities--schedule I C -see notes A and D................................ Indebtedness--oot rnmnt schedule XI............................................ Other Subsidiaries. uObsi accounts are not consolidated a the general Consolidated flifseai Sheet: Securities--ecbedgflf I, C--see note D............................................................... not*Indebtedness-- carat .......................................................................... Other Security Investments see note D............................................................ 361 $3,1641.47. 13360799.02 12347,49794 2369$ 247(644.62 391788320.01 Pieyetj, Plant end Equipment see ante S: Mines and Mining Claims, Water Rights sad Lands for Metal Producing and Manufacturing Plants--schedule II C................ ............................ Coal Mines, Timber Lands, Phosphate Deposits and Clay Lands--schedule II C............................................. 7,05777771- Lese Reserve for .Depletion--schedule III C.............. 1366A8&U . 79,471,70639 5368,49170 Buildings and Machinery at Mines, Reduction Works, Refineries, Manufacturing Plants, Sawmills, Foundries, Waterworks and Railroads--schedule II C...................... Less Reserve for Depreciation--schedule III C........... 5578978175 36,161,12632 19,428,454A3 Deferred Chargee: Development (Coal and Phosphate Properties).................................................. Prepaid Insurance, Taxes, etc.................................................................................... Deferred expenses ............................................ ........................................................... 88871234 85A64 <9 7876634 PNTC00001929 Accrued Interest................................................................ Other Accrued Liabilities ........................................................................................... Indebtedness to Subsidiaries: Subsidiaries whose accounts are consolidated in the general Consolidated Balance Sheet......................................................................................................... Other Subsidiaries, whose accounts are not consolidated in the general Consolidated Balance Sheet .................................................... Unclaimed Dividends .....................................................A.,..................................... 452,638,43 711,711.22 1,934,681.05 703.92 78304D7 $ 47,911,964JO Deferred Income: On installment land sales, including interest....................................................... Re--nrej 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 operations................................................................................................ 176,201.31 257,782.94 * 250,000.00 450,000.00 166,631.54 1,033,9842S Capita] Stock and Surpfcoa: Capital Stock (see item 10A of registration statement): > Authorised--12,000,000 shares a{ the par value of $50.00 each Issued ....................................................................................... Held in Timor ....................................... 8,919,086 shares 244,467 shares OnUtanitMR ................................................... 8,674,629 shares Surplus--schedule VII C see notes A, F and I................................................... 445,954,300.00 12223,350.00 433.730,950.00 39,638.532,57 473,369,482.57 $522,482,062.86 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....................................... ....................................... 345,791,296.30 A difference of................................................................................................................. .......... $15,892,345.17 Of this difference the amount of $10,972,334.55 represents accumulated deficits, less profits,, of such subsidiaries arising since the date of first inclusion of the assets and liabilities of such subsidiaries in the Consolidated Balance Sheets, which accumulation is reflected in the general Consolidated Balance Sheet. Profit and Loss Statements, and Surplus Accounts, but is not reflected in the foregoing Balance Sheet of registrant only. The investment of the registrant in consolidated subsidiaries represents an equity of $39,769,697.06 in net current assets and an equity of $321,9133144.41 in fixed assets, investments and other balance sheet classifications, as included in the Consolidated Balance Sheet on the bases applicable thereto. Notl B--INVESTOMZS or Mx t ac s a k b Ma HUFACTUKSB PsoDUcrs The metallic contents of copper ores, concentrated, and cupriferous materials, and zinc and lead ores and concentrates, while in treatment at reduction plants up to the production of blister copper, electrolytic copper, metallic zinc and lead bullion, are classified as metals in process. Blister and electro lytic copper, metallic zinc, lead buHios, and other products and metals produced in connection therewith or therefrom, including stock in works at fabricating plants, are treated as finished. Inasmuch as tbe operations at the reduction plants require a continuous inventory is process, the metals in the process inventories are carried at a calculated "normal cost", based on an assumed normal volume of production, which is beknr tha equivalent of current market for the nudallic content of such inventories. " In accordance with tbe principle used in preparation of the accounts for the year 1933 and subse quently, finished metals and mann&rfured- products on hand at June 30th, 1935- (except silver and gold which are carried at market gestation* orJesi),,have been valued (a) as tothst part of tbe inventory which was equal So ib< quantity qrr hsmd M December 31st, 1934 at the inventory price of December 31st, 1934 (wtucK^ the'suB^f as that of December 31st, 1933, inventories having declined in quantity in the '<aad'(b^ieto. that part of the inventory which r-rm*u hr quantity inventory on hand at 1934 at production costs during tbe six months period ended. June 30th, 1935. Inventi determirxxf in accordance with tbe foregoing method woe below market prices for the various and products st June 30th, 1935. Certificates for refined copper, included in inventory at $1,077,516J6, wqre pledged as of June 30th, 1935 with holders of notes payable. - Complete physical inventories of metals and manufactured products on hsmt wen not taken at June 30th, 1935. Inventories are, however, subject to continuous tests and checking, both physical and in connection with financial and operating records, by employees of the registrant and subsidiaries. Noli C--SoFFtrrs on Ha h b Supplies on hand, indoding replacement parts as well as current supply hems, are carried at cost. Complete physical inventories of supplies on hand were not taken June 30th, 1935. Inventories are, however, subject to continuous tests and checking, both physical and in connection with finaneial and operating records, by employees of the registrant and subsidiaries. Noli D--Ik y is t me n t s --Ba s is Investments in securities of subsidiaries, whose accounts are not consolidated in the general Con solidated Balance Sheet, and other security investments are carried at cost or lest, such cost being cash cost, or in the case of securities issued in exchange for property transferred by the registrant or a consolidated subsidiary, tbe cost of such property to the consolidated group after deducting depreciation to date of transfer, and do not indicate current values. Investments in securities of sub sidiaries whose accounts are consolidated in tbe general Consolidated Balance Sheet are carried on a * a Nc t t k s t o Ba l a n c e Sh e e t (Conti) 79 ; -Vi) ' 54s;`vr.- the basis on which their properties are included in said general Consolidated Balance Sheet, as set forth in paragraph (b) of note G to the Consolidated Balance Sheet. Such basis does not indicate current values. Other security investments include shares of Inspiration Consolidated Copper Company carried at $884,522.49 (Mines Investment Corporation, a 100% owned subsidiary, having an additional invest ment in shares of Inspiration Consolidated Copper Company carried at $10,029,585.02). Nott 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 p Va l u a t io n (a)Property, Plant and Equipment of registrant are carried at cash cost, or in the case of physical properties acquired for stock of registrant at par value of such stock. (b) It has been the practice of registrant, consistently applied to its properties, to carry Property, Plant and Equipment as described above. Pursuant to the requirements 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 deduction Tor "depletion" in arriving at taxable income under the Federal income tax laws, but these values have not been included in the pub lished accounts of the registrant, nor in the financial statements submitted herewith. The registrant has consistently followed the practice of not deducting 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 to answer to item 7 of this regis tration statement for a description of the present condition of the properties and estimated ore reserves. Depletion based on cost has in the case of timber, coal, clay and phosphate lands, been deducted from income in the financial statement submitted herewith and also from the cost basis shown in the Consolidated Balance Sheet _- . (c) The values of Property, Plant and Equipment are shown on the bases above set forth and do not indicate current values which could be established only by current appraisal*. . Note F--Fe d e b a l In c o me Ta x e s A determination of the amounts due for Federal Income taxes for the taxable years up to and including that ended December 31st, 1929 has recently been made by. the United States Treasury Depart ment 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 not been completed. Note G--Bo n d s or Su b s id ia r y Gu a r a n t e e d As of June 30, 1935, Butte, Anaconda and Pacific Railway Company ha^ issued.and outstanding (excluding $85,0004X3 principal- amount held in treasury of registrant) $1,536,000.00 principal amount of First Mortgage 5% Smkbtg Fund Gold Bonds, due 1944. These brads are guaranteed both as to principal ii)f|n|auu bf. die registrant (referred to in answer to item 11, Column F of this registration statement);!?^-- J5 >- Note H--NjjnLkRcEivAELR--In s t ig a t io n Co n s o l id a t e d Co p p e Co mp a n v These notes, represent cash advances during and subsequent to 1932" of $6,037,412.69 plus notes of $895,587.31 delivered in payment of accrued interest on such notes. A portion of these advances has provided the major part of the cost of carrying the properties of Inspiration Consolidated Copper Company during shut-down period. Note I--Su r pl u s Included in surplus arc: (a) a credit of $10,257,914.72, being the .difference between the value of Andes Copper Mining Company stock at $25.00 per share (original par value), the.basis on which said shares have been included in the general Consolidated Balance Sheet since 1926, and the cost of such stock to registrant as shown by its books, (b) a credit of $20,816,158.49, being the excess oi 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 redemption of bonds, redeemed through 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.. 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 United States Treasury Department valuation for income tax purposes, which is approximately the value of the recoverable metals con tained therein at current metal prices after deducting treatment costs, both as estimated by metal lurgists of registrant. ' ,.<e . Z CL and Subsidiary Companies CONSOLIDATED PROFIT AND LOSS STATEMENT YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENfrED JUNE. 30TH, 19U See Notes A to T inclusive, nuts 82 to 84 following. Yvl>S Gross Sales and Earnings: To others than subsidiaries or affili ates ......................................................$46,676,466.40 To unconsolidated subsidiaries........ 4,612,495.44 rrtt $67,257,383.20 5723,646.28 rrBN $90,143,485.91 9,006,049.73 Jmmmk. im $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 72,481,029.48/ 99,149,535.64 67,054,417.00 82,053,027.58 60,420,161.32 47789,973.16 Balance....................................................... Other Income: Dividends received--schedule IX A. Interest--on loans and advances to unconsolidated subsidiaries --on 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 (see note J ) ......................................... . 436633332 68,926.40 8,746.95 412^38.24 266,798.86 5,426,612.48 17,096,508.06 12.630.188.16 54,104.35 3874977 32764.09 5870477 12,53270 4557.17 572757.54 930,06073 243723.44 617,14079 405,39676 261,177.53 44724.49 333519.48 19343.78 159,53175 128,49776 75771045 1739,195.43 1,418707.63 619,694.38 Income or Loss............................. Interest paid--on notes payable to banks........................... --on bonds......................--on other accounts..... 3$0932347 7765,807.91 3,45077553 . 3,483736.65 1,80803470 1717.45QJ& 173736.53 174.95774 1871571579 258573176 17427187* 139,11712 13749.882.54 1726707.87 731746.54 3,197.69 jfr.v.v,... Expenses pertaining' non-operating units, including ogfebditure during strike period in yor 1984.................. United States and Foreign Income Taxes--estimated.................. 5,432,047.16 2,626,651.09 327,194.60 5,376,04477 4,666,46172 2,876701.08 - 3747,09070 391,06179 1.565703.47 2.06075Z10 966,47076 902,003.38 8,385792.85 8,643506.94 9579,35579 3529726.34 Income or Loss........... ................ 12J95$15S2 1373499J03 8,535,65970 9,320756.20 Provision for depredation.................... 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)......... 4,31078275 49,366.17 24,977.36 5,146704.56 9,46753 22,475.33 6,10376577 200,034.41 36746.41 3774,48856 64723.94 - 35702.03 4,384,625.78 Discount on bonds................................... 313,398.56 5,178,147.82 265,868.51 6,339,546.19 236,019.86 3,974,514.53 111,826.15 i * -s i J 1 81 ANACONDA COPPER MINING COMPANY and Subsidiary Companies SCHEDULE-COST OF SALES YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 Vain r. Y, Co s t o f Sa l e s Costs--operating expenses, develop ment, maintenance and repairs, de predation, administration, selling and general expenses and taxes, except income taxes, induding ex penses pertaining to non-operating units and expenditures during strike period in year 1934............. $58,030,694.42 $71,166,32471 $83,712,323.47 $56702,203.18 Less expenses pertaining to non operating units induding expendi tures during strike period in year 1934 charged Profit and Loss.... 2,626,651.09 2,876,801.08 3747,09070 966,470.86 55,404,043.33 Inventory of metals and manufac tured products--beginning............ 49,448,603.39 68789,523.63 44,686769.11 79,965^3277 55735732.32 38,684745,79 30,493,185.61 104752,64672 112,976,39274 118,649,478.56 85,728,917.93 Inventory of metals and manufactured products--end........................ 44,686769,11 40773771.18 30,493,185.61 34,064,45671 60,16577761 Depreciation charged Profit and Loss .................................................. 471078275 72700,62176 88,15679295 51764,461725,14670476 6,10376577 3774,48876 Cost of sales--sales to extent of current production being applied' ' at current coed (for 1932 basis sec noteC) $55755,495.36 $67,054,417.00 , $82,053,027.58 $47,789773.16 No t e--Provision for doubtful accounts is included in above oast in the amounts of: For the calendar year1932.............................. $199,636,99 For the calendar year1933........................... 459,670.83 For the calendar year1934........................... 425,996.14 For six months ended June 30th, 1935.... 29702.56 -r Noli A--Ba s is This statement covers the registrant and subsidiaries where the interest owned (directly or through other subsidiaries) is 75fo or more of the issued stock, excepting five subsidiaries, the operations of which are not an integral part of the operations of the consolidated group and the investment in which ($772,768.13) is not relatively significant and whose earnings amounted to $65.14 for 1932, $13,026.54 for 1933, $18,072.80 for 1934 and $17,826.06 for the six months ended June 30th, 1935. (See note A to Balance Sheet of registrant and subsidiary companies.) Net Income or Net Loss, as shown for the years 1932, 1933 and 1934 in the foregoing Consoli dated Profit and Loss Statement, is as shown in the published statements to stockholders of registrant for those years, and no attempt has been made to allocate surplus adjustments (applicable to such years respectively) made in subsequent years, including provision for deferred payment under power contract in connection with curtailment of operations, to the Net Income or Net Loss of the respective year to which the same are applicable. Not* B--In t e s -Co k p a n y Sa l e s Inter-company sales so far as can be ascertained have been eliminated and the sales shown in the Consolidated Profit and Loss Statement indude only sales to others than registrant and consolidated subsidiaries. Nott C--IitvENToav Bas es The general practice of inventory valuation followed in the three years and six months ended June 30, 1935; was as follows: - 1. Valuation in Consoiiddttd Babmcs Short. (a) As of December 31, 1931 and 1932 inventories of metals on hand (accepting, silver and gold which were and are carried at. market quotations or less) were earned at market (allowance twing made for metals sold under firm contract), winds market was less than coat ' (b) As of December 31, 193% inventories qi metals were carried at cost, which was below market Such cost was calculated as follows i Inventories of duty free copper in the United' States of foreign producing compansta-were valued at their production cost; purchased metals were valued at purchase cost; and other inventory at average production cost for the year 1933, which coat was below market and below the avenge of 1932 cost of inventory. (c) As of December 31, 1934, inventories of metals were carried at cost; which was below market. Such cost was calculated as follows: (1) As to that part of the inventory which was equal to the quantity on hand at December 31, 1933 at the inventory price of December 31, 1933, and (2) as to that part of the inventory which exceeded in quantity inventory on hand at December 31, 1933 at production cost during the year 1934. Inventories of duty free copper in the United States, of foreign producing companies were valued at their production cost Purchased metals were valued at purchase cost (d) As of June 30, 1935, inventories of metals were carried (1) as to that-part of the inventory which was equal to the quantity on hand at December 31, 1934 at the inventory price of December 31, 1934 as described above and (2) as to that part of the inventory which exceeded in quantity the inven tory on hand at December 31, 1934 at the average production cost during the six months ended June 30, 1935. Inventory valuations determined in accordance with the foregoing method won below market for the various metals on June 30, 1935 (See Note D to Consolidated Balance Sheet). 2. Valuation for purports of Consolidattd Profit and Loss. In ascertaining consolidated profit and loss during the period under review, 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. ':A in - 2 O. 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 (ConfcL) (a) In 1932, metals sold were charged out at cost, such cost being determined by the first-in firstout method as applied to inventories other than normal stocks. The difference between the aggregate cost o{ the normal stock and other inventories, and the amount at which 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-out basis, that is the con solidated profit and loss account was stated on the basis of applying current cost of metal production to sales to the extent of current production, and sales in excess of current production were carried into the consolidated profit and loss account at the inventory cost. Such inventory cost was the same as the inventory cost used for balance sheet purposes described under 1 (b) above. The change from the first-in first-out method followed in 1932 to the basis described for 1933 was not material in affect ing the comparability of results between the two years. As a consequence of the increase in market prices at the end of 1933, the balance sheet valuation of inventories of metals at December 31, 1933 was increased from the market basis used at December 31, 1932 to cost basis (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 cost 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 procedure 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 r -Co mp a n t Pr o f it s Inter-company profits, where these are material, have been eliminated in the Consolidated Profit and Loss Statement. The principal inter-company transactions are sales of copper and other metals to manufacturing subsidiaries. The inventories of manufacturing subsidiaries include, so far as is ascertainable, no inter-company profit Any inter-company profits resulting from transactions in' connection with purchases and sales of supplies and furnishing of services and in. connection with refining and smelting operations are not material in amount and have not been eliminated. / Note E--Ba s is o f Co n f e s s io n or FoasacN Cu r r e n c y It e ms Where sale* of the products of the registrant's subsidiaries (except Anaconda-American Brass, Ltd. operating is Canada) are made in foreign currencies it is the practice to sell an equivalent amount of the foreign currency involved for United States dollars. The profit and loss of Anaconda-American Brass, Ltd. at tie end of each period has been converted for the purposes of this profit and loss state ment into dollar* at rates not in excess of the rates current at the end of the respective period. In the year 1933 a surplus adjustment correcting the valuation of current assets in Canada and Mexico was made and is included in the surplus account--Schedule VII A--tor that year. 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 p e n s e s It has been the practice of the registrant to include in and not to segregate from other expense* included in cost of sales, selling, general and administrative expenses, and this information is not reason ably available to the registrant. Note G--Paom o r Loss o n Bo n d s Re t ir e d Beginning with 1933, profit or loss on bonds retired is included in Consolidated 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 income 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 b s id ia r ie s No dividends were paid to the registrant by any unconsolidated subsidiary during the years 1932, 1933, 1934 or six months ended June 30th 1935. The amqunt of the registrant's proportion of the ' 85 ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies CONSOLIDATED PROFIT AND LOSS STATEMENT YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 See Notes A to I inclusive, pages S7 and 8S following. Gross Sales and Earnings: To others than subsidiaries or affil iates ...................................................$40,609,858.97 $51,253,664.44 $66,641,392.90 $41,578,063.18 To subsidiaries less than 100% owned included in consolidated accounts ............................................ To unconsolidated subsidiaries.... 739346.58 3303,64339 44,552348.84 1,542,499.46 4,749,3693) 57,545,533.10 2,169346.46 7393,597.97 76,60433733 13)6,72836 3,027355.65 45,814,047.19 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 sched ule Cost of Sales and note C for 1932 basis)............................................ Balance....................................................... 50,468348.44 5215,499.60 56,391,57081 1,15336239 70,487,033.31 39,354313.08 6,117304.02 6,459334.11 Other Income: Dividends received--schedule IX B. Interest--on bonds of and loans and advances to subsidiaries less than 243,711.00 198,44135 16934135 1312,296.07 100% owned or with bonds out standing included in consolidated accounts ........................................... --on loans and advances to tin- consolidated subsidiaries-------on securities and notes and ac counts of others--see note G Profit on bonds of subsidiary retired (see note H)................................... Miscellaneous income.................. ..... Income or Lass.............................. Interest --on notan^jpiyabfe to bosks................. --on nofattSpd accounts of sabod- 100iariarapa tban % owned in^ dodcw&k consolidated accounts. --on other accounts................................ Expenses pertaining to non-operating 138,691.15 8346.95 378,65152 258391.97 1,028,592.99 4J&86P06.61 2365,602.57 48322.91 1734835 2331,664.43 19138531 3834937 537,029.32 6,162.50 233,010.13 1305,378.58 2,359,340.87 2320,664.41 106,64536 66,692.02 3,094,00239 205,59935 58304.67 604304.56 258,69037 139634130 7,41434532 2,471,07313 137339.64 9433134 2303,143.01 101,560.89 4357.17 325,024.88 167,691.59 1311,530.60 8,370364.71 1,118,012.48 35335.15 3,014.32 1,14636135 units, including expenditures daring United States and Foreign Income 2,337,061-25 2,579,043.69 3,628,504-58 939,965.34 Taxes-- estimated Income or Loss............................... Provision for depreciation.................... Loss or gain on disposal or dismantle ment of fixed assets (see note I)... Provision for depletion of coal mines, 5368325.68 10155,63229 2,132,661.76 45,121.55 5,673,046.06 3213JOS21 2,459,141.53 12,18133* 295339.01 6,626386.60 7X^358.62 235138538 74,49534 296,983.80 2,383311.09 5387.553.62 1369,99737 28,42187 timber lands, phosphate deposits and clay lands (without deduction for depletion of metal mines)......... Net Income or Ntt Loss without de- 24,977.36 2302360.67 22,47533 2,469,435.53 3634641 5,062,32733 35,302.03 1833321.17 tl2J58J92J>6 t 5JS3J40J4 t 227426921 $ 4,153,83245 Denotes credit in a debit category. ItoUcs dMt Us*. <o m O' lin ' lin iiiilW lttiiM r tiij ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies SCHEDULE-COST OF SALES YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 Co s t o f Sa l e s Costs--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 $51,753,143.22 $59,104,611.54 $67,334,49590 $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 2679,043.69 3,628)504.58' 939965.34 49,416,08197 56625667.85 6360599162 44,558938.06 Inventory oi metals and manuiac38655,450.14 35,070,62191 31,184610.61 21.451,882.74 87671,532.11 91696,18966 94690601.93 66610,820.80 Inventory oi metals and manufac tured products--end........... , 35,070,62191 32645.477.42 21,45168264 24686,010.45 52,60091020 5865061264" 73,438619.19 41,124,810.35 nf,- 2,459,14166 2951,58568 1669,997.27 *56,391,57081 $70,487,033.31 Non--Provision for doubtird accounts is induded in above coats in die amounts of: For the calendar year 1932........... .. ..............$19667769' ' For the calendar year 1933 ............................ 428,197-lJ. . For the calendar year 1934............................ 377,028.07 For six months ended June 30th, 1935 ____ 29,875.46 - `' 87- ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies NOTES TO CONSOLIDATED PROFIT AND LOSS STATEMENT Note A--Ba s is This statement covers the registrant and subsidiaries which are wholly owned (including The American Brass Company for the years ended December 31st, 1932 and December 31st, 1933, although up to February 17th, 1933 registrant owned 99.967 per cent of the outstanding stock of The American Brass Company, the remaining SO shares being acquired by registrant on that date) and which owe no long term or funded debt to persons other than the registrant and which may be considered in practical effect, operating divisions of the registrant, excepting five subsidiaries, the operations of which are not an integral part of the operations of the consolidated group and the investment in which ($772,768.13) is not relatively significant, and whose earnings amounted to $65.14 for 1932, $13,026.54 for 1933, $18,072.80 for 1934 and $17,826.06 for the six months ended June 30th, 1935. (See note A to Consolidated Balance Sheet of registrant and 100%-owned subsidiary com panies.) Net Income or Net Loss, as shown for the years 1932, 1933 and 1934 in the foregoing Consoli dated Profit and Loss Statement, is on the basis of published statements to stockholders of registrant for those years, and no attempt has been, made to allocate surplus adjustments (applicable to such years respectively) made in subsequent years, including provision for deferred payment under power contract in connection with curtailment of operations, to the Net Incoine or Net Loss of the respective year to which the same are applicable. Note B--iNTEa-CoMPAHv Sa l e s Inter-company sales so far as can be ascertained have been eliminated and the sales shown in die Consolidated Profit and Loss Statement include only sales to others than registrant and consolidated subsidiaries, included in this statement. Note C--IirvENToay Ba s is The general practice of inventory valuation followed in the three years and 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 on hand (excepting silver and gold which were and are carried at market quotations or less) were carried at market (allowance being made for metal# sold under firm contract), which market was less than cost. ' (b) As of jpecember 31, 1933, inventories of metals were carried at cost, which was below mar ket Such costal# calculated as follows: Purchased metals were valued at purchase cost; and other inventory at average production cost for the year 1933, which cost was below market and below the average of 1932 cost of inventory. (c) As of December 31, 1934, inventories of metals were carried at cost, which was below mar ket. Such cost was calculated as follows: (1) As to that part of the inventory which was equal to the quantity on hand at December 31, 1933 at the inventory price of December 31, 1933, and (2) as to that part of the inventory which exceeded in quantity inventory on hand at December 31, 1933 at production cost during the year 1934.. Purchased metals were valued at purchase cost , (d) As of June 30, 1935, inventories of metals were carried (1) as to that pert of the inventory which was equal to the quantity on hand at December 31, 1934 at the inventory price of December 31, 1934 as described above and (2) as to that part of the inventory which exceeded in quantity the in ventory on hand at December 31, 1934 at the average production cost during the six months ended June 30, 1935. Inventory valuations determined in accordance with the foregoing method were below market for the various metals on June 30, 1935 (See Note D to Consolidated Balance Sheet). 2. Valuation for purposes of Consolidated Profit and Lost. In ascertaining consolidated profit and lost during the period under review, cost was used, and not the market to which inventories bad 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 Pb o p 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 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 which 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-out basis, that is, the con solidated profit and loss account was stated on the basis of applying current cost of metal production to sales to the extent of current production, and sales in excess of current production were carried into the consolidated profit and loss account at the inventory cost. Such inventory cost was the same as the inventory cost used for balance sheet purposes described under 1 (b) above. The change from the first-in first-out method followed in 1932 to the basis described for 1933 was not material in affecting the comparability of results between the two years. As a consequence of the increase in market prices at the end of 1933, the balance sheet valuation of inventories of metals at December 31, 1933 was increased from the market basis used at December 31, 1932 to cost basis (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 cost 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 procedure 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. Not* D--El imin a t io n o f In t e e -Co mt a n y Paorrrs Inter-company profits, where these are material, tiave been eliminated in the Consolidated Profit and Loss Statement. The principal inter-company transactions are ales of copper and other metals to manufacturing subsidiaries. The inventories of manufacturing subsidiaries include, so far as is ascertainable, no inter-company profit. Any inter-company profits resulting from transactions in connection with purchases and sales of supplies and furnishing of services and in connection with refining and. TM>hing operations are not material in amount and have not been eliminated. ' *Not E--Ba s t s o f CoMyzastow o f FqujaG* Cu e ee n c y It e ms - The profit and loss of Anaconda-American Brass, Ltd. at the end of each period bas been con verted for the purposes of thi* profit and loss statement into dollars at rates not in of die rates current at the end of the reapecUve period. In the year 1933 a surplus adjustment correcting the valuation of cumnagta.in Canada was made and is included in the surplus account--VII B --for that ycas^jj:' ' Not* P--SKXTMHliMSAl AMS ADMUnSTEATIVX EXPENSES It has beentfiffpaettea of the registrant to include in and not to segregate Iran other included in coat of sales, selling, general and administrative expenses, and this information is not rea sonably available to the registrant. Not* G--IjfTEajCST--iNSraATIOH CONSOLIDATED CoPPZS CoMFAHT 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, $372,669.43 for 1933, $449,14329 for 1934 and $221,708.00 for the six months ended June 30, 1935; of which $895,587.31 was paid by delivery of additional notes. (See note 1 to Consolidated Balance Sheet of registrant and lOO^fc-owned subsidiary companies.) Not* H--Pb o f it o e Loss o n Bo n d s o f Su s s ima e t Re t ir e d Beginning with 1933, profit or loss on bonds of subsidiary retired is inHtvW in Consolidated 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 income tax law*. N*t* I--PaoFir a md Loss o m Sa l * o f Ca p it a l As s et s Where profit on sale of capital assets is incidental to ordinary or retirements of property, plant and equipment the same is carried into Profit gnd Loas statements. Losses arising in connection with thnilar transactions are treated in the same manner. z a AN AC O N D A COPPER M IN IN G COM PANY and S u b iid ia ry Companies SCHEDULE I A--IN VESTM EN TS IN SEC U R ITIES OP SU BSID IAR IES N O T C O N SO LID ATED ANACONDA COPPER M IN tN O C O U P A N Y nd lOO% onrad Subsidiary Companies . tg H y jtJ U H A^IHVMTMKMTg IN g^CUJUTIWf O f W M IP IA R IB 8 ANACO NDA COPPER M IN IN G CO M PANY (R egistrant o n ly) S C H E D U L E I C--IN V E S T M E N T S IN S E C U R IT IE S O F S U B S ID IA R IE S ANACO NDA COPPER M IN IN G COM PANY and S ubaidiary Companiea SCHEDULE I I A--PROPERTY, P LA N T AN D E Q U IP M E N T ANACO NDA COPPER M IN IN G COM PANY ta d 100% owned S u b tid iu y Companies S C H E D U LE U B-- P R O P E R TY , P L A N T A N D E Q U IP M E N T t Ub) catsicuu HH hhHH oo oooo 22 2222 99 ANACONDA COPPER MINING COMPANY SCHEDULE IV--INTANGIBLE ASSETS CaL X CoLB was CtLC AAMo m patai right* CAD CaLF parted cWfad ~ ttSorfha adncMtNd <d parted 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 Su b s id ia r y Co mp a n ie s Patents Calendar year 1932............................. $ 235,69957 $ 87557 $ 236,575.94 Calendar year 1933............................. $ 236.S75.94 $ 41.93 $ 236,617.87 Calendar year 1934--see note 1.... $ 236,617.87 Six months ended June 30th, 1935-- see note 2.......................................... $ 86,617.87 $ 150,000.00 $ 86,617.87 $ 80,512.87 $ 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............................. $ 85,61457 $ 875.97 $ 86,490.94 Calendar year 1933........................ .. $ 86,49054 $ 4153 $ 86,532.87 Calendar year 1934............................. $ 86,532.87 $ 86,532 87 Six months ended June 30th, 1935-- see note 2......................................... $ 86,532.87 $ 80,512.87 $ 6,020.00 No t e 1--Boole value of patents expiring in 1934 not previously written off. No t e 2--Patent rights and expenses in connection therewith written off on dissolution of a 100% owned subsidiary company. No t e 3--Intangible assets represent patents which have been written down to nominal values. Further write-offs are not being made. ANACO NDA COPPER M IN IN G COM PANY and S ubsidiary Companies SCHEDULE V I A --RESERVES > z< s. ft 'E a 3. SO Bo o zw c-> !5 ca 23 a5 ft co gl 3I U 1 z < 8 2 888 8 8CM v3>; 88R S2 SK co w" S3 2? 5 2 3! 3** Rao3* vJ) -- 82 38 :s 8 S5? 45 I 21 SS 3 S 8 ga S St} o*-*enq s'Cfic ovoo *oeoi 2 88ua>dss r 25 tiV-nt.3o5 ooyo*JI S" CM K' 8385:58 nccStnSS M-jo u -c c m CO 2>_ KSiXTsSKiSf c m So n 8 8 *n S OoO,W0'OoqiQo 'w ||2g|| Wf3oS-iCSmlC ovno * o :3 ts IMP !c t * SllU is "gfils 3 S >, 5 SO5 S5 'K-58 33 . v . ^eJ"Zso"S -.S So *- a* C2 ~3[**-eS Sa-o4 2s SJ2s!i=sili5so 2 8o o h 1 - fjxvc o". 2*2.5" 8 "rsiBg 51iStgl SS8S5 111!U I *1 B-g S 3g. s-s - s y5 IT?| : S j Sss-f-sf isi 1 "* os 3IvfUi * BS o aM o 2 - "= * gZ<5-S s* S i S.s ;cs g* 245a-s5 |v.*ho 2| <i<rS?ats !l!|lI! ,8 3 8,8 8 8 H 8 8 8 8 8 8 8 8 fab Ebtl*fete, fib feCbfefefefefe tLtbDiD.O.b.B. ANACO NDA COPPER M IN IN G COM PANY ta d S ubsidiary Companies SCHEDULE V II A--C O N SO LID ATED SURPLUS ACCOUNT Y E A R S E N D E D D E C E M B E R S1ST, 1932, 1933 A N D 1934 A N D S IX M O N T H S E N D E D J U N E 3 0 T H , 1935 * SCHEDULE VII C--SURPLUS ACCOUNT-SIX MONTHS ENDED JUNE 30TH, IMS Net Income--without deduction for depletion of metal mines $ 2.418,011.47 Charges to Surplus: Additional Federal income taxes for years 1926, 1928 and 1929 and interest accrued thereon to June 30th, 1935 ............................ $945,423.92 Credits to Surplus: Reserve for deferred payment under power contract in connection with curtailment of operations not now required--see note A... 328,254.46 Net Charge to Surplus .................................................................................................................... 617,169.46 Net Increase in Surplus...,........................................................................................................... Surplus at beginning of period...................................................................................................... $ 1,800,842.01 37,837,690.56 Surplus at end of period................................................................................................................... $39,638,532.57 No t e A--An agreement with The Montana Power Company, dated July 23rd, 1935, effective May 1st, 1935, was made under which Anaconda Copper Mining Company agreed to make certain payments, to assume certain obligations, and to transfer certain property in settlement of any liability to The Montana Power Company for amounts claimed under previous contracts cover ing minimum quantities of power to be used by Anaconda Copper Mining Company. This agreement has been given effect to in the Balance Sheet and Surplus Account of the regis trant for June 30th, 1935, and in connection therewith the amount 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, bring the difference between the value of Andes Copper Mining Company stock at $25.00 per share (original par value), the basis on which said shares have been included in the general consolidated balance sheet since 1920, and the cost of such stock to registrant as shown by its books, (b) a credit of $20,816,158.49, being the excess 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, bring discount and expense on issuance and premium on redemption of bonds redeemed through 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. and Subsidiary Companies SCHEDULE VIII A--SUPPLEMENTARY PROPIT AND LOSS INFORMATION YEARS ENDED DECEMBER 31ST, 1932. 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1935 CnL. A. CL CktrffW to Coato CdUC CkuiWtePnAt mILm C(LD Charcvd to OtW Arrwf CiLX Total Ye a a e n d e d De c e u b e x 31s t , 1932 Maintenance* and repairs........... ................. $ 4,581,750.89 Depredation .................................................... Depletion of coal mines, timber lands and phosphate deposits........................... Depletion of cupriferous material held for* future treatment................................. Taxes (other than income taxes).... 2,659,52072 Rents and royalties..................................... 234,35172 $ 4,31078275 19,746.90 5730.46. $2,811.99 333717.07* $ 4,584.56288 3,977,065.18 19746.90 5730.46 2,659,52072 234,35172 Ye a e e n d e d De c e mb e x 31s t , 1933 Maintenance and repairs.............................. $ 5706,047.05 Depredation........................................................ Depletion of coal mines, timber lands and phosphate deposits...................... Taxes (other than income taxes).... 2,463,385.86 Rents and royalties........................................ 244747.80 $ 5,146704.56 22,475.33 $ 23761.52 282,157.54* $ 5729,608.57 4,864,047.02 22,475.33 2,463,385.86 244747.80 Ye a e e n d e d De c e mb e x 31s t , 1934 Maintenance and repairs............................. $ 6744,179.43 Depredation................... .................................... Depletion of coal mines, timber lands and- phosphate deposits........................... Taxes (other than incccae taxes) .... 2705,438.05 Rents and royalties...,............................ 180,138.34 $ 6,103765.37 36746.41 $ 241,991.40 7,58779 95,567.50 $ 6,486,17083 6,11075276 36746.41 2,801,005.55 180,138.34 Six mo n t h s e n d x d Ju n e 30t b , 1935 Maintenance and repairs........................ $ 4,665,010.19 Depreciation.............................................. Depletion of coal mines, timber lands and phosphate deposits...................... Taxes (other than income taxes)____ 1,377,936.48 Rents and royalties................................. 117,83557 $ 3,874,488.56 35,302.03 $ 27875078 Denotes credit in debit category. $ 4,943,260.97 3,874,488.56 35,302.03 1,377536.48 117535.97 7 SCHEDULE VIII B--SUPPLEMENTARY PROFIT AND LOSS INFORMATION YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 CoL A Itam CaL B CkugMl taCaata CaLC CWiWtaPraAt adLaaa CaLD CWAee4mWHOBthar CaLE Tatai Ye a s e n d e d De c e mb e e 3lsr, 1932 Maintenance and repairs.................. $ 3,563,64539 Depreciation.............................................. Depletion of coal mines, timber lands ' and phosphate deposits...................... Depletion of cupriferous material held for future treatment.......................... Taxes (other than income taxes).... 2/19,824.48 Rents and royalties................................. 156,393.36 $ $ 2,132,661.76 19/46.90 5/30.46 30/54.38* 333/17.07* $ 3,532/91.01 1/99,444.69 19/46.90 5/30.46 2/19/24.48 156,39336 Ye a s e n d e d De c e mb e e 31s t , 1933 . Maintenance and repairs....... .. $ 4/55,469.51 $ 19,634.11* $ 4/35/35.40 Depreciation.............................................. $ 2,459.141.53 296,039.07* 2,163,102.46 Depletion of coal mines, timber lands and phosphate deposits...................... 22,475.33 22,47533 Taxes (other than income taxes).... 1980,763/1 # Rents and royalties................................. 173,536/7 1980/63.91 17.3,536.77 Ye a e e n d e d De c e mb e e 31s t , 1934 Maintenance and repairs........... $ 4,866/80.14 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 $ $ 2951,585.88 36/46.41 66/08.18* $ 4,800,071.96 7,58739 2959,17327 58,563.50 36/46.41 2,109917.34 111929.65 Six mo n t h s e n d e d Ju n e 30t s , 1935 Maintenance and repairs. $ 3/16/8739 Depredation.............................................. Depletion of coal mines, timber lands and phosphate deposits...................... Taxes (other than income taxes).... 1,076/85.88 Rents and royalties................................. 86,49473 $ 1/6999777 35.302.03 5,355.68* $ 3/11,431.71 1/6999737 35,302.03 1,076/85.88 86,494.73 "Denotes credit in debit csteffory. 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 Accounts has been made with a view to segregating all items of a material amount falling under these classifications. < ANACONDA COPPER MINING COMPANY and Subsidiary Companies SCHEDULE IX A--INCOME FROM DIVIDENDS YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1935 CM. A C*L B M Yx a x e n d e d De c e mb e x 31s t , 1932 Marketable securities........................................................................ ................................................... Other investments ................................................................................................................................ $ 1,250.00 67,676.40 $68,926.40 Ye a k e n d e d De c e mb e x 31s t , 1933 Marketable securities............................................................................................................................ Other investments ................................................................................................................................ $ 650.00 53,454.35 $54,104.35 Ye a x e n d e d De c e mb e x 31s t , 1934 Marketable securities ............................................................................................................................ Other investments ............................................................. .................................................................. y 1,100.00 31,164.09 $32264.09 Six mo n t h s e n d e d Ju n e 30t h , 1935 Marketable securities................................................................................. .......................................... Other investments ...................................................................................... ......................................... y 170 11341.00 $12,532.70 # 'O O' # # ANACONDA COPPER MINING COMPANY and 100% owned Subsidiary Companies SCHEDULE IE B--INCOME PROM DIVIDENDS YEARS ENDED DECEMBER 31ST, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 CaLA THU a 1mm ud Nu m of Emu mt CoLB CmI W 11 in U Profit ud (Jmm SlMtMMt Col. C AaMMMit of Equity of rifUtmt !m ndn|t Ye a s En d e d De c e mb e b 31s t , 1932 Capital Stock oi Butte Water Co. Marketable securities...................... Other investments .......................... $ 178,902.00 1,250.00 63,559.00 $ 243711.00 $ 130,940.20 Yi a i En d e d De c e mb e b 31s t , 1933 Capital Stock of Butte Water Co. Marketable securities...................... Other investments.......................... $ 149,14175 650.00 48,650.00 $ 198,44175 $ 102,960.39 Ye a e En d e d De c e mb e e 31s t , 1934 Capital Stock of Butte Water Co..................................................................... $ 149,14175 Marketable securities........................................................................................... 1,100.00 Other investments............................................................................................... 19,500.00 $ 16974175 $ 56,98876 Six Mo n t h s En d e d Ju n e 30t h , 1935 Capita] Stock of Butte Water Co..................... Capital Stock of Greene Cananea Copper Co. Marketable securities........................................... Other investments .......................... .. .................. $ 74,574.37 1729,305.00 69170 7725.00 $1,312796.07 $ 50,047.49 3737,09971* This amount it registrant's equity in earnings of Greene Cananea Copper Company and its subsidiary for entire period covered by this schedule. PNYC00001962 PNYC00001963 Ill tlMrt'ft vk*A ANACONDA COPPER MINING COMPANY SCHEDULE XI--INDEBTEDNESS OP SUBSIDIARIES JUNE 30TH, ISIS 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 Su b s id ia r y Co mp a n ie s Indebtedness of Subsidiaries--not current: Subsidiaries whose accounts are not consolidated; The Pelleyre Mining & Milling Co...................... Park Premier Mining Co....................................... Mountain City Copper Co....................................... Park Konold Mines Corp'n................................... Park Nelson Mining Co......................................... Four 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 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 100% o w n e d Su b s id ia r y Co 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 Consolidated 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 general Consoli dated Balance Sheet: As detailed above............................................................................................................... Four other subsidiaries................................................................................................... $ 1,801.331.38 1,542,550.51 385,837.19 80.73S.02 8,585.20 $ 3,819,039.30 $ 775,391.60 14,95678 $ 790,348.38 Ba l a n c e Sh e e t o p Re g is t r a n t o n l y Indebtedness of Subsidiaries--current: Subsidiaries whose accounts are consolidated in the general Consolidated 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 & 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................................................................................................. $ 340.635.27 23.S58.12 11751.68 $ 376745.07 $ 6,594.61473 2,815,560.80 1,800.896.68 1,542.390.9! 489,680.93 254.322.64 246,805.01 107.529.57 80,735.02 39,677.54 8,58570 $13,980799.03 and Subsidiary Companies CONSOLIDATED BALANCE SHEET--JUNE 3Qtb, 1933 See notes A to G, page 113 following* ASSETS CuttazNT 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 $ 980,365.94 858.00 1,654,120.09 Metals and Manufactured Products, Finished and In Process--see note B............................................................................................................... Supplies on hand--see note C........................................................................ Other Current Assets: Indebtedness of Officers and Employees.................. Indebtedness of Affiliates--schedule XI.................. 63,876.32 27432977 4,187,138.24 234,379.77 338,705.69 $ 7,395,56773 In v e s t me n t s : Security Investments--see note D................................... 70,438.64 4 Real Estate--Land and Buildings................................ 61.842.01 Less Reserve for Depredation--schedule III------- 6,19774 55,644,67 126,083.31 Pe o p d 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 Depredation--schedule III... 14763,330.18 3767.070.13 1,423,475.07 10,896760.05 12,319,735.12 In t a n g ib l e As s e t s : Patents, Processes, etc--schedule IV.......................................................... Less Reserve for Depreciation--schedule V. .................. 14,514.31 4,153.28 10,361.03 De FKMED C HAftGES : Prepaid Expenses ........................................................................................... * Other Deferred Charges--see note P..................................................... 46,383.54 249,164.78 295,548.32 $20,147,295.51 LIABILITIES, CAPITAL STOCK AND SURPLUS CuBXENT LlABIUTOtS: Accounts Payable--Trade: Reels, Spools and Cases returnable by customers____ Other.......................... .......................................................... $480,945.63 228,294.64 $ 709,240.27 Wages Payable ....................................................................................................... Accrued Taxes ................................................................................................. Other Accrued Liabilities.................................................................... Indebtedness to Affiliates....................................................................................... 54,11974 235,393.06 68,566.85 49,601.75$1,116,921.67 Mo k t g ag e Pa y a b l e ............................................................................................. Ca f it a i. St o c k Aim Su e p l u s : Capital Stock: Authorized--1,000,000 shares without par value Issued............................................................................... Held in Treasury............................................................ 422,470 shares 489 shares 12,000.00 Outstanding.................................... 421,981 shares 20749776.44 Deficit--schedule VII--see note G 1731,402.60 19,018,373.84 $20,14779551 i 4 . and Subsidiary Companies 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 The consolidated accounts include the parent and subsidiary companies 100% of the voting stock of which is owned by parent There are no subsidiaries of which less than 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 are valued at cost except in the case of copper held as normal stock which is valued at a fixed price which has been in effect for the past three years and which is below current market This method of valuation at June 30th, 1935 resulted in a total valuation of the inventory which was under market prices at that date. Note C--Su p p l ie s o n Ha n d Supplies on hand are valued at cost DNote --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 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 Land, Buildings, Machinery and Equipment acquired for stock of Anaconda Wire and Cable Com pany are carried at valuations fixed at time of acqiisition and subsequent additions acquired for cash are carried at cash coat Note F--De f e r r e d Ch a r g es Deferred Charges represent expenditures in connection with Buildings, Machinery and Equip ment for the benefit of future operations and are being written off at fixed rates per m""" 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 and subsidiaries have been audited to and including the calendar year 1931, and all taxes assessed for that and prior years have been paid ; the returna for subaeqmt years have not been audited. v'/*^/vyyr I 115 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE II--PROPERTY, PLANT AND EQUIPMENT CoLA CoLB Balance at bunaiaf ot parted Calendar Year 1932 Land ................................. Buildings, Machinery, Equipment, Reels, Spools, Cases and Diamond Dies .......... $ 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 Buildings, Machinery, Equipment, Reels, Spools, Cases and Diamond Dies ...... $ 1,426,133.37 14,772,468.54 CeL C AifcHHwi* durfcur parted 1,275.09 407,423.18 170.85 280,495.30 17Q.S5 438,964.99 Six months ended June 30th, 1935 Land................. .. Buildings, Machinery, Equipment, Reels. Spools, Cases and Diamond Diea .......... % 1,423,304.22 14.680,77845 170RS 242,392.23 Cat D Rartiwu--U aadSaka durtef parted 361,534.58 337,110.53 487,221.85 139,922.49 CoLE OtW daduetten$ Cat. F Balance atnda* parted 1.425.962.52 38,523.10 (1) 14,820,999.54 1,426,13347 8,084Z3*(1) 14,77Z,468.54 3,000.00 (2) 1,423,304.22 7,894.03 (1)1 14.875.00 (2) f 20.664.00 (3) J 14,680,778.65 1,423,475.07 19,918.21 (1) 14,763,330.18 Denote, debit in a credit category. NOTE--(1) Net increase in Reserve against Reela Spools and Cases. (2) Real Estate held for sale now classified under "Investments". (3) Diamond die adjustment written off to deferred charges. This item will be extinguished in 116 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE III--RESERVE FOR DEPRECIATION CoL A Ci.B BakaK*t war CoLC fiAMtitma t* hsw MM pmrtmi Calender Year 1932 Buildings, Machinery, Equipment, etc........... $1,672,780.86 $714,135.93 Ca L* ChUMMlhlNII Brtlii--M $38,836.33 CaLF Bahwi $2,348,080.46' Calendar Year 1933 Buildings, Machinery, Equipment, etc........... $2,348,080.46 $723754.72 $44776.45 $3,027,05873 Calendar Year 1934 Buildings, Machinery, Equipment, etc............ Real Estate--Buildings (carried under Invest* meats in Balance Sheet).......................... $3,022,858-20 4,200.53 $3,027,05873 $663,894.13 1430.84 $665724.97 $79,515.60 $79,515.60 $4435773(2) $3,563,179.00 $44,05773 533177 $3,568,71077 Six nvmths ended June 30th, 1935 Buildings, Machinery, Equipment, etc........... Real Estate--Buildings (carried under Invest* meats in Balance Sheet)...................... .. $3763,179.00 573177 $376871077 $333,687.68 665.97 $33475375 $2979675 $29,79675 $3367,070.13 6,19774 $3373767.47 KOTE 1--The iradami for depreciation of bmlfiiifi, machinery and equipment arc determined on a straight line mrtfcod by groopinc facilities of like character in a plant and applying thereto percentage rates based open the estimated life of the facilities included in each group. NOTE 2--This annum ($44,05773) represents a transfer frees deferred charges to rtetrrc for 4*^--4. 117 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE IV--INTANGIBLE ASSETS CoL A CoLB OLC CaLD CaL F Calendar Veer 1932 Patents and Processes................ *............. Trade Marks and Good Will................ Bde_ At < parted 5 208,826.41 10.00 $-203,336.41 AAUttna tsa 8 5,000.00 $ 5.000.00 S2a ataadrf 8 421.00(1) $ 213,405.41 10.00 5 421.00 8 213,415.41 Calendar Tear 1933 Patents and Processes.................*............. Trade Marks and Good Will. 3 213,405.41 10.00 $ 213,415.41 $ 213,405.41 10.00 8 214,415.41 Calender Year 1934 Patents and Processes................................ . Trade Marks and Good Will.................... 3 213,405.41 10.00 8 213,415.41 5 1,098.90 8 1,098.90 5 200,000.00(2) 5 200,000.00 % 14,504.31 10.00 8 14,51441 Six months ended Jime 30th, 1935 Patents and Processes................................. Trade Marks and Good Will.................... 5 14,50441 10.00 5 14,51441 8 14,50441 10.00 8 14,51441 NOTE l--Charged to Income. NOTE 2--Fully depreciated patente charged to Reserve for Depredation--Patents. ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies SCHEDULE V--RESERVE FOB DEPRECIATION AND/OR AMORTIZATION OF INTANGIBLE ASSETS CdA CaLB Bafamat k"5T` Calendar Year 1932 Patents and Procesasecs.................................. 53 I64.S52.04 Calendar Year 1933 Patents and Processes.................................. 3 17771446 Calendar Year 1934 Patente end Processes.................................. 3 190,583,96 Six months ended Jims 30th, 1935 Patents and Procesacs.................................. 3 343870 CrfaC taBaaaraw dariats f5 1122JJSS6622JJ22 3 12469.40 3 12,95474 61448 CaLX Onrsaa PMMhBr ............ 3 200,000.00 CaLF Balaaaa tarirf jwM 3$ 117777,7,71144.5.566 3 19Q.5g3.96 3 3,53870 $ 4JS348 118 ANACONDA WIRE AND CABLE COMPANY and Subsidiary Companies CoL A CoLB BsUaeo at SCHEDULE VI--RESERVES Coi. C AdAtiou total period Ctufil burn-- Chamd Ssrplus CaLD Deductions totaf period Credited Surplus Write-offs, rscovsiiw CdLE Bilua period Calendar Year 1932 Reserve for Doubtful Notes and Accounts.. $ 47,590.21 $ 11.06S.94 $ 125,000.00 $ 14,33332 $ 169,325.33 Calendar Year 1933 Reserve for Doubtful Notes and Accounts.. $ 169,325.33 $ 106,434.02 CaNadir Year 1934 Reserve for Doubtful Notes and Accounts.. $ 256,072.07 % 129,940.85 Six month* ended Jam 30th, 1935 Reserve for Doubtful Notes and Accounts.. $ 219,200.97 $ 33,972.51 i 19,68728 * 256,072.07 $ 100,000.00 $ 66,811.95 $ 219300.97 $ 987.41* $ 254,16039 Credit in a debit category. ANACONDA WISE AND CABLE COMPANY and Subsidiary Companies SCHEDULE VII--CONSOLIDATED SUBPLUS ACCOUNT YEARS ENDED DECEMBER 31ST 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH 1S3S Balance at beginning of period (deficit) $ 830,250.66 Net Income or Nit Lost of the period 1,045J1026 Yarns) $2,385,360.92 21327227 Y-rDM $2,599,233.19 821301.55 " -j t | $1302346.48 471,443.88 Additions to Surpias: Reserve for Contingencies in ex cess of requirements returned to Surpias (Doubtful Notes and Ac counts) .............................................. $137536032 $2,599333.19 $1377,431.64 100,00030 $1331,402.60 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- $1,677,431.64 119 ANACONDA WIRE AND CABLE COMPANY and Subnidiary Companies SCHEDULE VIII--SUPPLEMENTARY PROFIT AND LOSS INFORMATION CoL A Item CoLB Chvyid to CmU CoLC CWsdto Profit tod Lo m CoLD Chtritd to Otfaar Awwati StlUof ud AdmfeUjtratfr* OUtor Imtnw CoLE Total Year ended December 3lit, 1932 Maintenance and Repairs .............. ............... Depreciation ...................... Deferred Charges writ- ten off........................... Taxes (other than Fed eral Income Taxes).. Rents .............................. Royalties ........................ $311,079.01 46.S43.78 15272274 2,57966 14,68374 $714,135.93 $ 6698.85 73641.64 $ 601.16 $ 311.079.01 714,135.93 46,34378 15972275 7662170 14,683.74 Year ended December 31st, 1933 Maintenance and Repairs ............................ Depreciation................... Deferred Charges writ ten off........................... Taxes (other than Fed eral Income Taxes).. Rents ............................... Royalties- ...........................* $285,207.97 46.859J9 149,252.20 1,421.86 16.013.24 $723,254.72 $12,490-39 69,247.02 $ 678.42 $ 285707.97 723754.72 46659.79 162,421.01 70.66868 1661374 Year ended December 31st, 1934 Maintenance and Repairs .................................. Depreciation...................... Deferred Charges writ ten off................................ Taxes (other than Fed eral Income Tans).. Rents ..................................... Royalties ...................... $51778364 50709.08 153,110.52 1,917.44 2877065 $665724.97 $29664.92 69614.49 $161371 $ 517783.84 665724.97 50709.08 18369075 71,431.93 28770.85 Six months ended Jons 30th, 1935 Maintenance and Re pairs .................................. Depredation.................... Deferred Charges writ ten off ................................ Taxes (other than Fed eral Income Taxes).. Rents ........................... Royalties ............................. $27375776 2160774 70646.07 929.03 16.07161 $334653.65 $1166267 33645.15 $ 598.41 $ 273757.76 33463365 2160774 8370665 34,474. IB 16,071.81 NOTE--The items 11 shown shore contain all charges of a material amount falling'under the different classifications. An analysis of the Operating Aeconnts has been made with a riew to segregating all Items of a material amount falling under these classifications. m 121 MOUNTAIN CITY COPPER COMPANY BALANCE SHEET--JUNE 30TH, ISJJ 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 e s t me n t s --at cost Pr o p e 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...................................................................... $ 1,631.91 1,995.13 36,521.81 649,248.69 145,874.35 De f e r r e d Ch a r g e s : Prepaid Expenses................................................................................... Advance on Pole Construction............................................................. Organization Expense........................................................................... 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 $144,12283 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.. 134880 shares............ 12581585 6,744.00 Outstanding.................... 2871,427 shares......... 11887185 Surplus--schedule VII: Premium on Capital Stock issued. Gain on sale of Treasury Stock... Donated Working Capital............... 48089185 24,501.00 100,000.00 605,492.65 $154,862.81 724,064.00 $878,926.81 122 MOUNTAIN CITY COPPER COMPANY HOTK3 TO BALANCE SHEET Note A--Pr o p e r 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 Mines, mining claims, development, plant and equipment are carried as follows: (a) In the case of mines and mining claims acquired from International Smelting Com pany (now International Smelting and Refining Company) the par value of the Capital Stock issued therefor, $100,000.00. (b) Total net assets of Rio Tinto Copper Company, carried by that company at $117,712.00 (including mines and mining claims of $112,686.84), were acquired by Mountain City Copper Company for treasury stock having a par value of $93211.00 and are carried on the books of Mountain City Copper Company at the book values shown by the books of Rio Tinto Copper Company at the time of such acquisition, surplus being credited with the difference, i.e. $24,501. (c) Mines and mining claims were acquired in 1934 for $95,000--$47,500 in capital stock of the Company at $1.00 per share and $47,500 in cash. All other assets are carried at cash diet  m 153 MOUNTAIN CITY COPPER COMPANY STATEMENT OP RECEIPTS AND DISBURSEMENTS SEPTEMBER 23RD, 1932 (DATE OF ORGANIZATION OF COMPANY) TO JUNE 30TH, U35 (In lien of Profit and horn Statement) a^iWaH DaaabeaiL JJB Cash on hand and in banks--beginning of period .............................................. $ Ymr tin Ymt UM $ 2,838.83 $ 327,18 3b month* HKUd JmiShh, im $ 113.63 Receipts: I />?t h from International Smelting & Refining Co................................. Sale of Capital Stock........................ 49203.90 4920350 28525122 28525122 99,39626 506,352.00 60524826 44,72557 4422557 Disbursements: For Mines and Lands.......................... Development ................................... Buildings, Machinery and Equipment................................................ 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 ................................................................ 125958 21,654.15 11,436.18 14,44758 2231.14* 1.18* 46265.07 3 2,838-83 468.01 10123227 97,51222 45238.18 41,41323 1276.62 5.66* 327.40 288263.47 $ 327.18 95,63853 137205.61 17,42652 20248.60* 36929553 4550.43 126159 23320 605562.41 $ 113.63 31.40 52,52957 2,328.63 11,508.35* 122.66 29552* 43507.69 $ 1,63151 *Denotes debit in credit category. MOUNTAIN CITY COPPER COMPANY SCHEDULE II--PROPERTY, PLANT AND SQUIPHENT CaLA CaLB bacteJncotvarM CaLC AilMwm ai prom organisation of company, September 23rd, 1932 to December 31st, 1932 Mines, Mining Gaims and Develop ment ................................................... (note 1) $137,697.27 (note 2) $123,213.23 Buildings and Machinery ................ (note 1) 17,169.80 11,436.18 Calendar Year 1933 Mines, Mining Claims and Develop ment ................................................. Buildings and Machinery.................. $260,910.50 28,605.98 $102,300.38 97,512.82 Calendar Year 1931 Mines, Mining Gaims and Develop ment .................................................. Buildings and Machinery.................. $363,210.88 (note 3) $233,477.14 126,118.80 17,42652 Sir months ended June 30th, 1933 Mines, Mining Claims and Develop ment .................................................. Buildings and Machinery.................. $596,688.02 143,54572 $52,560.67 2,328.63 cdL r $260,910.50 28,605.98 $363,210.88 126,11880 $596,688.02 143,54572 $649748.69 145874J5 Nor* 1--See Note A (b) to Balance Sheet. No t * 2--See Note A (a) to Balance Sheet for naming claims valued at $100,000.00 acquired {ram International Smelting Co. Remainder of year's additions are at Nor* 3--See Note A (c) to Balance Sheet. 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 54............................................ $100,000.00 --Excess of value 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......... $24,501.00 1932 December 31st --Balances 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 954 premium per share .......................................................$435,866.65 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................................... 45,125.00 --Balances ................. ................................... $480,991.65 $24,501.00 $100,000.00 126 WALKER MINING COMPANY BALANCE SHEET--JUNE 30TH, 1935 Cu r r e n t As s e t s : Cash on hand and in banks........................ Accounts Receivable ................................. Ores and Concentrates on hand--at cost Supplies on hand--at cost........................ ASSETS $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 $1,323,236.31 546,251.97 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, CAPITAL STOCK AND SURPLUS Cu r r e n t Lia b il it ie s : Accounts Payable--Trade ............................................................................ $2,968.74 Wages Payable................ 1,263.50 Accrued Taxes.................................................................................................. 6,319.21 Indebtedness to Affiliates................................................................................. 608.73 $11,160.18 Ca p it a l St o c k a n d Su r p l u s : Capital Stock: Authorised--1,7503100 shares of the par value of $1.00 each Issued and Outstanding--1/49,308 shares............................................ Surplus--schedule VII................................................................................... $1,749,306.00 568,848.36 2,318,156.36 $2,329,316.54 No t e--Mines, ironing claims, development and plant and machinery at mine, mill, camp and shops and aerial tramway of Walker Mining Company are carried on its books at cost, such cost being represented in the case of mines and mining claims to the extent of $1/50,000.00 by par value of capital stock issued therefor and in the case of all other fixed assets by cash oost thereof. Qf 127 WALKER MINING COMPANY PROFIT AND LOSS STATEMENT YEARS ENDED DECEMBER SlST, 193*, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1935 Ywin Sales of Ores and Concentrates... $ 73,605.32 Mining and Milling....................... $ 88,426.09 Transportation ................................... 11,103.77 Inventory at beginning of year------ 276,(36731 Y YwIIU in $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 $ 41,737.38 $ 59,499.36 $ 31,777.61 481.00 2,366.50 846.00 $ 67,048.33 $ 42.218.38 $ 61,865.86 $ 32,623.61 5,852.80 3,793.51 2,012.03 242.96 $ 61,195.53 $ 38,424.87 $ 59,853.83 $ 32,380.65 WALKER MINING COMPANY SCHEDULE II--PROPERTY, PLANT AND EQUIPMENT CsLA CW.B CoLC starBahanit tsa kt tak Calendar Year 1932 Mines, Mining Claims and Development.......................... Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway............................................. $1,319,131.96 1,455,438.07 CoUndar Year 1933 Mines, Mining Claims and Development........................ $1,320,672.32 Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway........................................... 1,463,520.85 Calendar Year 1934 Mines, Mining Claims and Development........................ $1,322,809.12 Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway........................................... 1,468,487.61 Sis months ended June 30th, 1935 Mines, Mining Claims and Development.......................... $1,323,171.65 Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway............................................ 1,472,664.41 $1,540.36 8,082.78 $2,136.80 4,96676 $ 362.53 4,176.80 $ 64.66 8078 CaLP Bkkac* kto4r $1,320,672.32 1,463.520.85 $1,322,809.12 1,468,487.61 $1,323,171.65 1,472,664.41 $1,323,236.31 1.472,744.69 128 WALKER MINING COMPANY SCHEDULE III--RESERVE FOE DEPRECIATION CaL A CatB TTilia Dil --bar Bat, urn - CaL C Hati-- to Imn v i Ctorgaj LmmmMm Ymt UB . CLD JoaaJMk, ms Reserve for Depreciation of Buildings and Machinery at Mine, Mill, Camp and Shops and Aerial Tramway $ 922,222.39 $ 4,270.33 $926,492.72 No t e__ The company charges off depreciation on a unit of production basis. As the propertieswere not operated during the years 1933, 1934 or the six months ended June 30th, 1935, no deprecia tion was charged off. WALKER MINING COMPANY SCHEDULE VII--SURPLUS ACCOUNT YEARS ENDED DECEMBER 318T, 1932, 1933 AND 1934 AND SIX MONTHS ENDED JUNE 30TH, 1933 Surplus at beginning of the period.. .. Net Loss of the period........................ rna $760,703.24 61,195.53 Yarns $699,50771 38,42487 ra $661,082.84 59,85383 Sfc lit. $601729.01 32,380.65 Surplus at end of the period............. .. $699,507.71 $661,06284 $601229.01 $568,848.36 WALKER MINING COMPANY SCHEDULE Vm--SUPPLEMENTARY PROFIT AND LOSS INFORMATION CaL A CaL C CVwiii to Pnftt mi Laaa tat r-ma Y.ms YaarMM Maintenance and Repairs.................. Depreciation.......................................... Taxes (other than Income Taxes). $10,896.04 4,270.33 9,06428 $ 5,148.67 8,55784 $15812.36 9,965.65 $ 9,542.62 588688 No t e --The items as shown above contain all charges of a material amount falling under the dif ferent classifications. An analysis of the operating accounts has been made with a view to segregating all hems of a material amount falling under these classifications. r rctcr w. roonoit tiAUua x- l o w Limi u. nortoa iid k k t ir. niMm NEW YOU 25 BEOADWAY EL PASO, TEXAS MILLS BLOG. ag ent s l o r d o i exMr, cmAmu:*, atcaou, mum. * co. 26 muloos. *. c. 4. nm . TOOHIM, Oir k CO. 8 to* d o nun m... . t d *q d a*. rotrve*, n * eo. 0T1 tn UDDSV 56 ram u w a t , iu mo r * nwn ttlUIBIU AMP CUXO 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 Anaconda Copper Mining Company, its 75% or more owned subsidiaries the accounts of which are included 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 Statements: Anaconda Wire and Cable Company Mountain City Copper Company, and Walker Mining Company for the calendar years ended December 31st, 1932,1933, 1934 and for the six months ended June 30th, 1935. 3 We have made an examination of the following financial statements, as set forth in the registration statement of Anaconda Copper Mining Company, Form A-2, with respect to its 4)4% Sinking Fund Debentures due October 1, 1950: 1. The Consolidated Balance Sheet as of June 30th, 1935 of Anaconda Copper Mining Com pany and of the other corporations whose accounts are consolidated with its accounts as stated in Note A to the Consolidated Balance Sheet (which other corporations are hereinafter referred to as consolidated subsidiaries) and of their Consolidated Profit and Loss Statements and Surplus Accounts for the calendar yean 1932, 1933, 1934 and the six months ended June 30th, 1935. 2. The Consolidated Balance Sheet as of June 30th, 1935 of Anaconda Copper Mining Com pany and 100% owned subsidiary companies, the accounts of which are consolidated with its accounts, as stated fit Note A to their Consolidated Balance Sheet, and of their Consolidated Profit and Lon Statements and Surplus Accounts for the calendar years 1932,1933,1934 and the six months ended June 30th. 1935. 3. The Balance Sheet as of June 30th, 1935 of Anaconda Copper Mining- Company (which corporation is hereinafter referred to as the registrant) and of its Surplus Account for die six months ended June 30th, 1935. 4. The Consolidated Balance Sheet as of June 30th, 1935 of Anaconda Wire and Cable Com pany and of the other corporations (all 100% owned by Anaconda 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 Surplus Accounts for the calen dar years ended December 31st, 1932, 1933, 1934 and for the six months ended June 30th, 1935. 5. The Balance Sheet as of June 30th, 1935 of Mountain City Copper Company and a state ment of its Receipts and Disbursements from the date of its incorporation, September 23rd, 1932, to June 30th, 1935 and of its Surplus Accounts for the same period. 6. The Balance Sheet as of June 30th, 1935 of Walker Mining Company and of its Profit and Loss Statements and Surplus Accounts for tie calendar years 1932,1933,1934 and the six months ended June 30th, 1935. PNrC00001962 130 In connection with our audits we examined or tested the accounting records of Anaconda Copper Mining Company and its consolidated subsidiaries, of Anaconda Wire and Cable Company and its sub sidiaries, of Walker Mining Company and of Mountain City Copper Company, together with other sup porting evidence and made a general review of the accounting methods and of the operating and income accounts for the calendar years 1932, 1933, 1934 and the six months ended June 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 in order. The practice of registrant and its subsidiaries with respect to computation of their consolidated net income or net loss without deduction for depletion of metal mines is, in our opinion, in accordance with accepted principles of accounting in industries engaged in the mining of copper, gold, lead, silver and zinc. Previous to the year 1933 profits arising through the retirement of bonds of subsidiaries were credited to Surplus. In the year 1933 and subsequently these profits were credited to Income and are 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 procedure have been made, details of which are described under the appropriate accounts and schedules (included as part of this registration statement) which do not materially affect results of any particular period, 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 and Loss Statements and Surplus Accounts and other supporting schedules referred to on pages 57 to 60, inclusive, of such regis tration statement, the information as to total sales, gross earnings, net income and 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 delivery outside of the United States and Canada of copper, as compared with the gross sales of registrant and its subsidi aries whose accounts are consolidated with those of registrant as stated in the table set forth in answer to item 6, and the answers to items 9-A and 10-A of such registration statement, together with the notes attached thereto or appearing thereon, fairly present, in accordance with accepted principles of accounting in the industries in which the registrant and its subsidiaries operate, consistently applied by the registrant and its subsidiaries except as noted above. (1) the consolidated position of the registrant and its consolidated subsidiaries, the consolidated position of the registrant and its 100% owned subsidiaries which owe no long term or funded debt to persons other than the registrant, the position of the registrant, the consolidated position of Anaconda Wire and Cable Company and its sub sidiaries and the position of Mountain City Copper Company and Walker Mining Company, all as of June 30th, 1935 and (2) the separate or combined results, as the case may be, of their operations for the calendar years 1932, 1933, 1934 and the six months ended June 30th, 1935. 25 Broadway, New York, N. Y. POGSON, PELOUBET & CO, Certified Public Accountants. Po g s o n . PxLounr & Co. (sgd.) October 11, 1935. i i \ < 1 NYC00001983 | 131 Anaconda Copper Mining Company (hereinafter referred to as the registrant) hereby amends its registration statement, dated September 24, 1935 and filed September 25. 1935 (file No. 2-1669), including the financial statements and schedules included therein and 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 schedules included therein, shall be as set lorth in the foregoing amended registration statement hereto attached; the Exhibits to such registration statement shall consist of the Exhibits heretofore filed, except that Exhibit B-l shall be a copy of Inden ture 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 M, filed herewith; and the prospec tus heretofore filed as a part of such registration statement, shall be amended in its entirety so that after such amendment the prospectus shall correspond to and be the prospectus as filed herewith. Registrant hereby applies for the consent of the Securities and Exchange Commission: (a) to the filing of such amendment (as provided in Article 12, Rules and Regulations under Securities. Act of 1933, promulgated July 6, 1933), and (b) that this amendment shall be deemed to have been filed on September 25, 1935, the date when such registration statement above mentioned was filed. The grounds upon which such consent is requested are: certain portions of the information con tained in the registration statement above mentioned require elaboration or clarification or correction; certain information contained in this amendment was not available to registrant at the time the regis tration statement above mentioned was filed; registrant desires to avoid delay in its registration state ment becoming effective; and registrant believes that the consent applied 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 estoppel against, the right of the registrant or any other person to contest the validity or scope of any or all of the provisions of the Securities 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 laws of Montana, has duly caused this amendment to its registration statement above mentioned to be signed on its behalf by the under signed, thereunto duly authorized, and its seal to be hereunto affixed and 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 f f e r Min in g Co mp a n y [s e a l ] By Co r n el iu s F. Ke l l e y (sgd.) (CORNELIUS F. KELLEY, Fraifeot) By Ja me s R. Ho b b in s (sgd.) (JAMES R. HOBBINS, Vic Prcidcl) Attest: Da v id B. He n n e s s y (sgd.) (DAVID B. HENNESSY, Screurr) (b) Of the Principal Executive Officer or Officers, the Principal Financial Officer and the Comp troller or Principal Accounting Officer. In pursuance of the Securities Act of 1933, the undersigned have signed the within registration statement on the respective dates set beside their names. (i) Principal executive officer or officers: Co r n e l iu s F. Ke l l e y (sgd.) CORNELIUS P. KELLEY Ja me s R. Ho b b in s JAMES R. HOBBINS (sgd.) Ro b e r t E. Dw y e r (sgd.) ROBERT E. DWYER Da v id B. He n n e s s y (sgd.) DAVID B. HENNESSY Ja me s Dic k s o n JAMES DICKSON (sgd.) President (Title) Vice President (Title) Vice President and Treasurer (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 e r t E. Dw y e r ROBERT B. DWYER (sgd.) Treasurer (Title) (iii) Comptroller or principal accounting officer Ja me s Dic k s o n JAMES DICKSON (sgd.) General Auditor (Title) October 11th, 1935 (Date) October Hth, 1935 (Date) Co r n e l iu s F. Ke l l e y CORNELIUS P. KELLEY (sgd.) An d r e w J. Mil l e r ANDREW J. MILLER (sgd.) Ja me s R. Homan (sgd.) JAMES JL HORJW* Ro b e r t E. Dw t x r ROBERT & DWYER (sgd.) Gr a y s o n M.-P. Mu r p h y (sgd.) GRAYSON M.-P. MURPHY Jo h n A. Co e (sgd.) JOHN A. COB Wil l ia m D. Th o r n t o n (sgd.) WILLIAM D. THORNTON He r ma n C. Be l l in g e r HERMAN C BELLINGER (sgd.) October tlth, 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Date) October 11th, 1935 (Date) October Uth, 1935 (Date) October Uth, 1935 (Date) October 11th, 1935 (Date) ova