0001001838 2021 FY false SOUTHERN COPPER CORP/0001001838 2021-06-30 0001001838 2022-03-04 0001001838 2021-01-01 2021-12-31 xbrli:shares iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K/A

Amendment No.2

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☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended: December 31, 2021

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OR

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

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Commission File Number: 1-14066

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SOUTHERN COPPER CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware |  | 13-3849074
(State or other jurisdiction of incorporation or organization) | ​ | (I.R.S. Employer Identification No.)

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1440 East Missouri Avenue Suite 160 Phoenix, AZ |  | 85014
(Address of principal executive offices) | ​ | (Zip code)

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Registrant’s telephone number, including area code: (602) 264-1375

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class: |  | Trading Symbol |  | Name of each exchange on which registered:
Common stock, par value $0.01 per share | ​ | SCCO | ​ | New York Stock Exchange Lima Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ◻

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ⌧

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company ☐
​ | ​ | ​ | Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

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At March 4, 2022, there were of record 773,086,869 shares of common stock, par value $0.01 per share, outstanding.

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The aggregate market value of the shares of common stock (based upon the closing price at June 30, 2021 as reported on the New York Stock Exchange-Composite Transactions) of Southern Copper Corporation held by non-affiliates was approximately $5,519.0 million.

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PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

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Part III: |  | Proxy statement for 2022 Annual Meeting of Stockholders

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Explanatory Note

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Southern Copper Corporation is filing this Amendment No. 2 (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (SEC) on March 07, 2022 (the Original Filing), for the sole purpose of filing Exhibits 96.10 to 96.13, that exceed the SEC file size limitations for a single submission.

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Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing. This Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing nor does it modify or update the disclosures contained in the Original Filing that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and Southern Copper Corporation’s other filings made with the SEC subsequent to the filing of the Original Filing.

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Supplemental information

Southern Copper Corporation

Exhibit Index

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Sequential Exhibit Number |  | Document Description |  | Page Number
3.1 | ​ | (a) Amended and Restated Certificate of Incorporation, filed on October 11, 2005. (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the third quarter of 2005 and incorporated herein by reference). | ​ | ​
​ | ​ | (b) Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 2, 2006. (Filed as Exhibit 3.1 to Registration Statement on Form S-4, File No. 333-135170, filed on June 20, 2006 and incorporated herein by reference). | ​ | ​
​ | ​ | (c) Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 28, 2008. (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the second quarter of 2008 and incorporated herein by reference). | ​ | ​
3.2 | ​ | By-Laws, as last amended on January 27, 2022. (Filed as Exhibit 3.2 to the Company’s Form 8-K filed on January 31, 2022 and incorporated herein by reference). | ​ | ​
4.1 | ​ | (a) Indenture governing $600 million 7.500% Notes due 2035, by and among Southern Copper Corporation, The Bank of New York and The Bank of New York (Luxembourg) S.A. (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 1, 2005 and incorporated herein by reference). | ​ | ​
​ | ​ | (b) Indenture governing $400 million 7.500% Notes due 2035, by and among Southern Copper Corporation, The Bank of New York, and The Bank of New York (Luxembourg) S.A. (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 1, 2005 and incorporated herein by reference). | ​ | ​
4.2 | ​ | Form of 6.375% Note (included in exhibit 4.1). | ​ | ​
4.3 | ​ | Form of New 7.500% Note (included in Exhibit 4.2(a)). | ​ | ​
4.4 | ​ | Form of New 7.500% Note (included in Exhibit 4.2(b)) | ​ | ​
4.5 | ​ | Indenture, dated as of April 16, 2010, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which $1.1 billion of 6.750% Notes due 2040 were issued. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 19, 2010 and incorporated herein by reference). | ​ | ​
4.6 | ​ | Second Supplemental Indenture, dated as of April 16, 2010, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which the 6.750% Notes due 2040 were issued. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2010 and incorporated herein by reference). | ​ | ​
4.7 | ​ | Form of 6.750% Notes due 2040. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2010 and incorporated herein by reference). | ​ | ​
4.8 | ​ | Third Supplemental Indenture, dated as of November 8, 2012, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.500% Notes due 2022 were issued (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference). | ​ | ​
4.9 | ​ | Fourth Supplemental Indenture, dated as of November 8, 2012, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.250% Notes due 2042 were issued. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference). | ​ | ​
4.10 | ​ | Form of 3.500% Notes due 2022. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference). | ​ | ​
4.11 | ​ | Form of 5.250% Notes due 2042. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference). | ​ | ​
4.12 | ​ | Fifth Supplemental Indenture dated as of April 23, 2015, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.875% Notes due 2025 were issued. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on April 24, 2015 and incorporated herein by reference). | ​ | ​

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4.13 | ​ | Sixth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation and Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.875% Notes due 2045 were issued. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on April 24, 2015 and incorporated herein by reference). | ​ | ​
4.14 | ​ | Form of 3.875% Notes due 2025. (Filed as Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 24, 2015 and incorporated herein by reference). | ​ | ​
4.15 | ​ | Form of 5.875% Notes due 2045. (Filed as Exhibit A to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 24, 2015 and incorporated herein by reference). | ​ | ​
4.16 | ​ | Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (Filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
10.1 | ​ | Directors’ Stock Award Plan of the Company, as amended through January 28, 2023. (Filed as an exhibit to the Company’s 2018 Proxy Statement and incorporated herein by reference). The plan expired by its terms on January 30, 2017. A 5-year extension of the plan was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. | ​ | ​
10.2 | ​ | Agreement and Plan of Merger, dated as of October 21, 2004, by and among Southern Copper Corporation, SCC Merger Sub, Inc., Americas Sales Company, Inc., Americas Mining Corporation and Minera Mexico S.A. de C.V. (Filed as an Exhibit to Current Report on Form 8-K filed on October 22, 2004 and incorporated herein by reference). | ​ | ​
10.3 | ​ | Tax Agreement entered into by the Company and Americas Mining Corporation, effective as of February 20, 2017. (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2017 and incorporated herein by reference). | ​ | ​
14.0 | ​ | Code of Business Conduct and Ethics adopted by the Board of Directors on May 8, 2003 and amended on April 23, 2015. (Filed as Exhibit 14 to the Company’s Current Report on Form 8-K filed April 29, 2015 and incorporated herein by reference). | ​ | ​
21.1 | ​ | Subsidiaries of the Company (Filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.1 | ​ | Consent of Registered Public Accounting Firm (Galaz, Yamazaki, Ruiz Urquiza, S.C.—Member of Deloitte Touche Tohmatsu, Limited, Mexico City, Mexico) (PCAOB ID 1153) (Filed as Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.2 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the Cuajone Mine (Filed as Exhibit 23.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.3 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the Toquepala Mine (Filed as Exhibit 23.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.4 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the Tia Maria Project (Filed as Exhibit 23.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.5 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the Los Chancas Project (Filed as Exhibit 23.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.6 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the Michiquillay Project (Filed as Exhibit 23.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.7 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Buenavista del Cobre (Filed as Exhibit 23.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​

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23.8 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the La Caridad Mine (Filed as Exhibit 23.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.9 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the Pilares Project (Filed as Exhibit 23.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.10 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the El Pilar Project (Filed as Exhibit 23.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.11 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for the El Arco Project (Filed as Exhibit 23.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.12 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the Charcas Mine (Filed as Exhibit 23.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.13 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the Santa Barbara Mine (Filed as Exhibit 23.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
23.14 | ​ | Consent of Qualified Persons for Technical Report Summary of Mineral Resources for the San Martin Mine (Filed as Exhibit 23.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
31.1 | ​ | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). | ​ | ​
31.2 | ​ | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). | ​ | ​
32.1 | ​ | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C., section 1350. This document is being furnished in accordance with SEC Release No. 33-8238. (Filed as Exhibit 32.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
32.2 | ​ | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C., section 1350. This document is being furnished in accordance with SEC Release No. 33-8238. (Filed as Exhibit 32.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.1 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the Cuajone Mine (Filed as Exhibit 96.1 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.2 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the Toquepala Mine (Filed as Exhibit 96.2 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.3 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the Tia Maria Project (Filed as Exhibit 96.3 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.4 | ​ | Technical Report Summary of Mineral Resources for the Los Chancas Project (Filed as Exhibit 96.4 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.5 | ​ | Technical Report Summary of Mineral Resources for the Michiquillay Project (Filed as Exhibit 96.5 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.6 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for Buenavista del Cobre (Filed as Exhibit 96.6 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.7 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the La Caridad Mine (Filed as Exhibit 96.7 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​

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96.8 | ​ | Technical Report Summary of Mineral Resources for the Pilares Project (Filed as Exhibit 96.8 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.9 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the El Pilar Project (Filed as Exhibit 96.9 to Amendment No.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and incorporated herein by reference). | ​ | ​
96.10 | ​ | Technical Report Summary of Mineral Reserves and Mineral Resources for the El Arco Project (Filed herewith). | ​ | ​
96.11 | ​ | Technical Report Summary of Mineral Resources for the Charcas Mine (Filed herewith). | ​ | ​
96.12 | ​ | Technical Report Summary of Mineral Resources for the Santa Barbara Mine (Filed herewith). | ​ | ​
96.13 | ​ | Technical Report Summary of Mineral Resources for the San Martin Mine (Filed herewith). | ​ | ​
101.INS | ​ | XBRL Instance Document (submitted electronically with this report). The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ​ | ​
101.SCH | ​ | XBRL Taxonomy Extension Schema Document (submitted electronically with this report). | ​ | ​
101.CAL | ​ | XBRL Taxonomy Calculation Linkbase Document (submitted electronically with this report). | ​ | ​
101.DEF | ​ | XBRL Taxonomy Extension Definition Linkbase Document (submitted electronically with this report). | ​ | ​
101.LAB | ​ | XBRL Taxonomy Label Linkbase Document (submitted electronically with this report). | ​ | ​
101.PRE | ​ | XBRL Taxonomy Presentation Linkbase Document (submitted electronically with this report). | ​ | ​
104 | ​ | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ​ | ​

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The exhibit listed as 10.1 is the management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K.

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Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings for the years ended December 31, 2021, 2020 and 2019; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019; (iii) the Consolidated Balance Sheets at December 31, 2021 and 2020; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019; (v) the Consolidated Statements of changes in equity for the years ended December 31, 2021, 2020 and 2019, and (vi) the Notes to Consolidated Financial Statements tagged in detail. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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Signatures

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report on Form 10-K/A Amendment N°2 to be signed on its behalf by the undersigned, thereunto duly authorized.

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​ | SOUTHERN COPPER CORPORATION
​ | (Registrant)
​ | By: | /s/ OSCAR GONZALEZ ROCHA
​ | ​ | Oscar Gonzalez Rocha
​ | ​ | President and Chief Executive Officer

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Date: March 7, 2022

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