10K311205.Pdf

EXPLANATORY NOTE Southern Copper Corporation (SCC) is filing this Amendment No. 1 On page 61, on the Consolidated Combined Statement of Changes on Form 10-K/A to correct several typographical or computational in Stockholders Equity, under Additional Paid-in Capital, the bal- errors in our Annual Report on Form 10-K for the year ended ance at the beginning of the year of 2003 was incorrectly stated as December 31, 2005 (the Annual Report) filed on March 13, 2006 365,865 and has been corrected to 635,865. (Original Filing) with the Securities and Exchange Commission. For the convenience of the reader, SCC has determined to re-file the entire On page 64, under Foreign exchange, the amount of gains and Annual Report as corrected. (losses) resulting from foreign currency transactions, excluding depreciation, amortization and depletion was incorrectly stated as The most important corrections are as follows: $9.9 million for 2005, has been corrected to $(12.1) million. On page 15, the National Water Commission was incorrectly On page 85, under Note 17 Concentration of Risk, the percentage abbreviated as CAN and has been corrected to CNA. that one customer represented of our trade receivable balances at December 31, 2005 was incorrectly stated as 6.9% and has been On page 29, the average drill-hole spacing for proven sulfide reserves corrected to 14.6%. in Cuajone and Toquepala as of December 31, 2005 were incorrectly stated as 71.45 meters and 78.72 meters, respectively and On page 99, under Schedule II, the balance of supplies at the end of have been corrected to 80.32 meters and 88.68 meters, period of December 31, 2005 was incorrectly stated as $23.6 respectively. The average drill-hole spacing for probable sulfide million and has been corrected to $23.4 million. reserves in Cuajone and Toquepala as of December 31, 2005 were incorrectly stated as 111.09 meters and 110.63 meters, respectively On page 103, Exhibit 10.4 (Directors Stock Award Plan), the number and have been corrected to 120.48 meters and 120.92 meters, of shares that have been awarded under the Directors Stock Award respectively. Plan at December 31, 2005 were incorrectly stated as 32,200 shares and have been corrected to 31,200 shares. On page 53, under Cash Flows from Investing Activities, the amount of capital expenditures used for equipment replacements and Additionally, SCC has corrected several minor typographical errors in upgrades for the Mexican operations for 2005 was incorrectly stated the Original Filing. as $140.5 million and has been corrected to $148.7 million. Under Cash Flows from Financing Activities, the amount of Except for the matters described above, this amendment does not distribution to our shareholders in 2005 was incorrectly stated as modify or update disclosures in the Original Filing. Furthermore, $853.6 million and has been corrected to $853.9 million. except for the matters described above, this amendment does not change any previously reported financial results, nor does it reflect On page 54, under Financing the aggregate amount of the 7.5% old events occurring after the date of the Original Filing. This amendment notes due 2035 was incorrectly stated as $595.5 million and has does not affect the timeliness of the original filing to which this been corrected to $590.5 million. amendment relates. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 2005 FORM 10-K/A AMENDMENT No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission File Number: 1-14066 SOUTHERN COPPER CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3849074 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2575 East Camelback Rd. Phoenix, AZ 85016 (Address of principal executive offices) (Zip code) Registrants telephone number, including area code: (602) 977-6595 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Stock, par value $0.01 per share New York Stock Exchange Lima Stock Exchange $200,000,000 6.375% Notes due 2015 Luxembourg Stock Exchange $600,000,000 7.500% Notes due 2035 Luxembourg Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act. Yes [ ] No [ X ] 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 [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act). Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes [ ] No [ X ] As of January 31, 2006, there were of record 147,228,025 shares of Common Stock, par value $0.01 per share, outstanding, and the aggregate market value of the shares of Common Stock (based upon the closing price on such date as reported on the New York Stock Exchange - Composite Transactions) of Southern Copper Corporation held by non affiliates was approximately $3,194.1 million. PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE: Part III: Proxy statement in connection with the 2006 Annual Meeting of Stockholders. Part IV: Exhibit index is on page 102. 1 SOUTHERN COPPER CORPORATION PART I Item 1. Business MINE ACCIDENT On Sunday, February 19, 2006, at about 2:00 am, a gas explosion and support from the government of Coahuila, worked around the occurred at our Pasta de Conchos coal mine, located in the San Juan clock to reach and rescue our men. As work progressed, the build up Sabinas municipality, in the state of Coahuila, Mexico. The explosion of methane gas made it apparent that any chance of our men caused a cave-in at three of the main tunnels leading into the mine. remaining alive was hopeless. Commencing on Saturday, February Initially 11 of our miners were rescued, some with minor injuries 25 our efforts have been redefined as a mission to recover the bodies and some unharmed. Regrettably, 65 of our miners remained trapped. of our men so that their families can have the solace of proper burial. Our crews, with assistance from the Mexican army, regional industry We honor the memory of these men - Javier Perez Aguilar Ignacio Hernandez Lopez Julian Martinez Ojeda Amado Rosales Hernandez Jorge Antonio Moreno Tovar Raul Villasana Cantu Jesus Morales Boone Juan Manuel Rosas Hernandez Eliud Valero Valero Lauro Olacio Zarazu Jesus Alvarez Flota Juan Antonio Cardenas Limon Guillermo Iglesias Ramos Agustin Botello Hernandez Gilberto Rios Salazar Adrian Barboza Alvarez Jorge Bladimir Muñoz D. Guillermo Ortiz Mora Jose Luis Calvillo H. Ignacio Campos Rosales Mario de Jesus Cordero A. Oscar Javier Cerda Espinoza Juan Antonio Cruz Garcia Jose Porfirio Cibrian M. Jose Angel Guzman Franco Juan Fernando Garcia M. Jose Ramon Hernandez Ramos Roberto Zapata Gonzalez Jesus Cortez Ibarra Juan Raul Artega Garcia Mario Alberto Ruiz Ramos Tomas Patlan Martinez Luis Jorge de Hoyos Marquez Pedro Doñez Posada Juan Arturo Salazar Olvera Mauro Antonio Sanchez Rocha Ricardo Hernandez Rocha Felipe de Jesus Torres R. Ernesto de la Cruz Sanchez Jesus Armando Rodriguez T. Feliciano Vazquez Posada Jose Alfredo Silva C. Jesus Alberto de Leon C. Pablo Soto Nieto Jorge Arturo Ortega Jimenez Fermin Tavares Garza Hugo Ramirez Garcia Juan Ramon Barrientos G. Jose Guadalupe Garcia M. Jose Alfredo Ordoñez M. Arturo Garcia Diaz Rolando Alcocer Soria Margarito Cruz Rios Juan Martin Gomez Martinez Roberto Guerrero Ramirez Gregorio Rangel Ocura Reyes Cuevas Silva Gil Rico Montelongo Margarito Zamarron Alfaro Jose Armando Castillo M. Isidoro Briseño Rios Jose Manuel Peña Saucedo Jose Isabel Mijares Yañez Jesus Viera Armendariz Jose Eduardo Martinez B. THE COMPANY We are a leading integrated producer of copper, molybdenum, zinc smelter and refinery west of the Toquepala and Cuajone mines in and silver. All of our mining, smelting and refining facilities are the city of Ilo, Peru. located in Peru and in Mexico and we conduct exploration activities in those countries and Chile. See "Review of Operations" for maps of Our Mexican operations are conducted through our subsidiary, our principal mines, smelting facilities and refineries. Our operations Minera Mexico S.A. de C.V. ("Minera Mexico"), which we acquired make us the largest mining company in Peru and also in Mexico. We on April 1, 2005. Minera Mexico engages principally in the mining are the largest publicly traded copper mining company in the world and processing of copper, zinc, silver, gold, lead and molybdenum. based on reserves and the fifth largest copper mining company in Minera Mexico operates through subsidiaries that are grouped the world based on 2004 sales.

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