Bond South Copper Corp 5.25% ( US84265VAG05 ) in USD

South Copper Corp

100 % ▲

Peru

US84265VAG05 ( in USD )

5.25% per year ( payment 2 times a year)

07/11/2042

Prospectus brochure of the bond Southern Copper Corp US84265VAG05 en USD 5.25%, maturity 07/11/2042

2 000 USD

1 200 000 000 USD

84265VAG0

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

08/05/2026 ( In 90 days )

Southern Copper Corporation is a major copper producer with operations primarily in Peru and Mexico, also producing molybdenum, silver, and gold.

The Bond issued by South Copper Corp ( Peru ) , in USD, with the ISIN code US84265VAG05, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/11/2042

The Bond issued by South Copper Corp ( Peru ) , in USD, with the ISIN code US84265VAG05, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by South Copper Corp ( Peru ) , in USD, with the ISIN code US84265VAG05, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B2 1 d429919d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price

Registration Fee(1)
3.500% Notes due 2022

$300,000,000

$40,920
5.250% Notes due 2042

$1,200,000,000

$163,680

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-165904

(To Prospectus dated April 5, 2010)

We are offering U.S.$300,000,000 aggregate principal amount of 3.500% notes due 2022 (the "2022 notes") and U.S.$1,200,000,000 aggregate principal
amount of 5.250% notes due 2042 (the "2042 notes" and together with the 2022 notes, the "notes"). The 2022 notes wil bear interest at a rate of 3.500% per
year, and the 2042 notes wil bear interest at a rate of 5.250% per year. We wil pay interest on the notes semi-annual y in arrears on May 8 and November 8 of
each year, beginning on May 8, 2013. The 2022 notes wil mature on November 8, 2022, and the 2042 notes wil mature on November 8, 2042.
The notes wil constitute our general unsecured obligations and the series of notes wil rank pari passu with each other and wil rank pari passu in right of
payment with al of our other existing and future unsecured and unsubordinated indebtedness. The notes wil not be guaranteed by any of our subsidiaries and as
a result wil be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries, including trade payables.
We may, at our option, at any time, redeem some or al of the notes by paying the greater of the principal amount of the notes to be redeemed and the
applicable "make-whole" amount, plus in each case, accrued interest to the redemption date. See "Description of the Notes -- Optional Redemption."
Investing in the notes involves risks, including those described in the "Risk Factors" section on page S-7 of this prospectus supplement and the
section entitled "Risk Factors" beginning on page 16 of our annual report on Form 10-K for the fiscal year ended December 31, 2011, which is
incorporated by reference into this prospectus supplement and the accompanying prospectus.
We have applied to list the notes on the Global Exchange Market of the Irish Stock Exchange Limited.

Per 2022 Note

Total

Per 2042 Note

Total

Initial public offering price

99.657%

U.S.$298,971,000
98.207%

U.S.$1,178,484,000
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Underwriting discount

0.300%

U.S.$
900,000
0.400%

U.S.$
4,800,000
Proceeds, before expenses

99.357%

U.S.$298,071,000
97.807%

U.S.$1,173,684,000
Price: The initial public offering price plus accrued interest, if any, from November 8, 2012.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its
participants, including Clearstream and Euroclear, on or about November 8, 2012.
Joint Bookrunners and Joint Lead Managers

HSBC

Morgan Stanley

Credit Suisse

BofA Merrill Lynch
The date of this prospectus supplement is November 5, 2012.

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TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Prospectus

SUMMARY

S-1

ABOUT THIS PROSPECTUS

ii

THE OFFERING

S-3

SUMMARY

1

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

S-5

RISK FACTORS

2

RISK FACTORS

S-7

USE OF PROCEEDS

2

FORWARD-LOOKING STATEMENTS

S-9

RATIO OF EARNINGS TO FIXED CHARGES

2

USE OF PROCEEDS

S-10
DESCRIPTION OF SECURITIES

2

CAPITALIZATION

S-11
DESCRIPTION OF CAPITAL STOCK

3

DESCRIPTION OF THE NOTES

S-12
DESCRIPTION OF DEBT SECURITIES

5

MATERIAL TAX CONSIDERATIONS

S-26
PLAN OF DISTRIBUTION

8

UNDERWRITING

S-29
LEGAL MATTERS

11
LEGAL MATTERS

S-32
INDEPENDENT PUBLIC ACCOUNTANTS

11
INDEPENDENT PUBLIC ACCOUNTANTS

S-32
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

12
ENFORCEMENT OF CIVIL LIABILITIES

S-32
WHERE YOU CAN FIND MORE INFORMATION

12

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission using a shelf
registration process. Under the shelf registration process, we may offer from time to time senior or subordinated debt securities and common stock. In the accompanying
prospectus, we provide you with a general description of the securities we may offer from time to time under our shelf registration statement. In this prospectus supplement, we
provide you with specific information about the notes that we are selling in this offering. Both this prospectus supplement and the accompanying prospectus include important
information about us, our debt securities and other information you should know before investing. This prospectus supplement also adds, updates and changes information
contained in the accompanying prospectus. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described in the
section entitled "Incorporation of Certain Documents by Reference" in the accompanying prospectus before investing in the notes.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and accompanying prospectus and in any free-writing
prospectuses we prepare. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you.
Neither we nor the underwriters are making any recommendation that you purchase the notes, and no one has been authorized by us or the underwriters to make any such
recommendation. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In connection with this offering, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes stabilizing and short-covering
transactions in the notes, and the imposition of a penalty bid during and after this offering of the notes. Such stabilization, if commenced, may be discontinued at any time. For a
description of these stabilization activities, see "Underwriting."
In connection with the issue of the notes, the underwriters (or persons acting on behalf of any underwriter) may over-allot notes or effect transactions with a view to
supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the underwriters (or persons acting on behalf
of any underwriter) will undertake stabilizing action. Such stabilizing, if commenced, may be

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discontinued at any time and, if begun, must be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted by the relevant underwriters
(or persons acting on behalf of any underwriter) in accordance with all applicable laws and rules.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons") the notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member
State within the meaning of the Prospectus Directive.
This Prospectus Supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending
to make any offer within the EEA of notes which are the subject of the offering contemplated in this Prospectus Supplement may only do so in circumstances in which no obligation
arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have
authorized, nor do they authorize, the making of any offer (other than Permitted Public Offers) of notes in circumstances in which an obligation arises for us or the underwriters to
publish a prospectus for such offer.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU."
Purchasers' representation
Each person in a Relevant Member State who receives any communication in respect of, or who acquires any notes under, the offers contemplated in this prospectus
supplement will be deemed to have represented, warranted and agreed to and with each underwriter and us that:

(a)
it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b)
in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the notes acquired by it
in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State

other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of underwriters has been
given to the offer or resale; or (ii) where notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors,
the offer of those notes to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of this representation, the expression an "offer to the public" in relation to any notes in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and any notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same
may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

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SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying prospectus. This summary does
not contain all of the information you should consider before investing in the notes. You should read this prospectus supplement, the accompanying prospectus, any free
writing prospectus and the documents incorporated by reference herein and therein carefully, especially the risks of investing in the notes discussed in "Risk Factors"
below and in the incorporated documents.
Throughout the remainder of this prospectus supplement, except as otherwise indicated, references to "we," "us," "our," "SCC," and the "company" refer
collectively to Southern Copper Corporation and its consolidated subsidiaries. Unless stated otherwise, references herein to "U.S. dollars," "dollars," "US$" or
"U.S.$" are to United States dollars.
Southern Copper Corporation
SCC is one of the largest integrated copper producers in the world. We produce copper, molybdenum, zinc and silver. All of our mining, smelting and refining facilities
are located in Peru and in Mexico and we conduct exploration activities in those countries and in Argentina, Chile and Ecuador. Our operations make us one of the largest
mining companies in Peru and also in Mexico. Based on published reports, we believe our copper reserves are among the largest in the world. We were incorporated in
Delaware in 1952 and have conducted copper mining operations since 1960. Since 1996, our common stock is listed on both the New York and Lima Stock Exchanges.
Our Peruvian copper operations involve mining, milling and flotation of copper ore to produce copper concentrates and molybdenum concentrates; the smelting of
copper concentrates to produce anode copper; and the refining of anode copper to produce copper cathodes. As part of this production process, we also produce significant
amounts of molybdenum concentrate and refined silver. We also produce refined copper using solvent extraction/electrowinning ("SX/EW") technology. We operate the
Toquepala and Cuajone mines high in the Andes Mountains, approximately 860 kilometers southeast of the city of Lima, Peru. We also operate a smelter and refinery west of
the Toquepala and Cuajone mines in the coastal city of Ilo, Peru.
Our Mexican operations are conducted through our subsidiary, Minera Mexico S.A. de C.V. ("Minera Mexico"), which we acquired in 2005. Minera Mexico engages
primarily in the mining and processing of copper, molybdenum, zinc, silver, gold and lead. Minera Mexico operates through subsidiaries that are grouped into three separate
units. Mexicana de Cobre S.A. de C.V. (together with its subsidiaries, the "Mexcobre unit") operates La Caridad, an open-pit copper mine, a copper ore concentrator, a
SX/EW plant, a smelter, refinery and a rod plant. Operadora de Minas e Instalaciones Mineras S.A de C.V. (the "Buenavista unit") operates Buenavista, formerly named
Cananea, an open-pit copper mine, which is located at the site of one of the world's largest copper ore deposits, a copper concentrator and two SX/EW plants. Industrial
Minera Mexico, S.A. de C.V. (together with its subsidiaries, the "IMMSA unit") operates five underground mines that produce zinc, lead, copper, silver and gold, a coal mine
and a zinc refinery. Effective February 1, 2012, Minerales Metálicos del Norte S.A. was merged into Industrial Minera Mexico S.A. de C.V. (IMMSA).
We utilize modern mining and processing methods, including global positioning systems and computerized mining operations. Our operations have a high level of
vertical integration that allows us to manage the entire production process, from the mining of the ore to the production of refined copper and other products to related
transport and logistics functions, using our own facilities, employees and equipment.
The sales prices for our products are largely determined by market forces outside of our control. Our management, therefore, focuses on cost control and production
enhancement to remain profitable. We endeavor to achieve these goals through capital spending programs, exploration efforts and cost reduction programs. Our focus is on
seeking to remain profitable during periods of low copper prices and maximizing results in periods of high copper prices.

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Our principal executive offices are located at 1440 East Missouri Avenue, Suite 160, Phoenix, Arizona, our telephone number is (602) 264-1375 and our website
address is www.southerncoppercorp.com.
Recent Developments
As a result of a judgment issued by the Delaware Chancery Court in a shareholder derivative lawsuit arising out of our merger with Minera Mexico completed in 2005,
on October 9, 2012, we received a payment of U.S.$2.1 billion from Americas Mining Corporation ("AMC"), our majority shareholder, and as ordered by the Delaware
Chancery Court, we paid legal fees of U.S.$316.2 million to the law firms representing the plaintiffs in the litigation. See Note 2 of the Notes to Condensed Consolidated
Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 for further information,
On October 18, 2012, our Board of Directors declared a cash dividend of U.S.$2.75 per share payable on November 21, 2012, to shareholders of record at the close of
business on November 8, 2012. The aggregate dividend of U.S.$2,325 million represents approximately 100% of our third quarter fiscal 2012 net income and the cash
contribution received from AMC in satisfaction of the Delaware Chancery Court judgment.

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THE OFFERING

Issuer
Southern Copper Corporation
Securities Offered
U.S.$300,000,000 aggregate principal amount of 3.500% notes due 2022 (the "2022 notes").
U.S.$1,200,000,000 aggregate principal amount of 5.250% notes due 2042 (the "2042 notes").
Maturity Date
The 2022 notes: November 8, 2022.
The 2042 notes: November 8, 2042.
Interest Rate
The 2022 notes: 3.500% per annum, payable semi-annually in arrears.
The 2042 notes: 5.250% per annum, payable semi-annually in arrears.
Interest Payment Dates
May 8 and November 8 of each year, commencing on May 8, 2013.
Optional Redemption
We may, at our option, at any time, redeem some or all of the notes by paying the greater of the
principal amount of the notes to be redeemed and the applicable "make-whole" amount, plus in each
case, accrued interest to the redemption date, as described under "Description of the Notes --
Optional Redemption."
Ranking
The notes will constitute our general unsecured obligations and will rank pari passu in right of
payment with each other and with all of our other existing and future unsecured and unsubordinated
indebtedness. The notes will not be guaranteed by any of our subsidiaries and as a result will be
structurally subordinated to all existing and future indebtedness and other obligations of our
subsidiaries, including trade payables. See "Description of the Notes -- General."
Further Issues
We may from time to time, without notice to or consent of the holders of the notes, create and issue
an unlimited principal amount of additional notes of the same series as any of the notes offered
pursuant to this prospectus.
Certain Covenants
The indenture relating to the notes contains certain covenants, including limitations on liens,
limitations on sale and leaseback transactions, and limitations on consolidations, mergers, sales or
conveyances. All of these limitations and restrictions are subject to a number of significant
exceptions. See "Description of the Notes -- Covenants."
Change of Control
If we experience a Change of Control Triggering Event (as defined in the indenture governing the
notes), we must offer to repurchase the notes at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any. See "Description of the Notes --
Repurchase at the Option of Holders Upon a Change of Control Triggering Event."

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Book Entry; Form and Denominations
The notes will be issued in the form of one or more global notes without coupons, registered in the
name of a nominee of The Depository Trust company, or DTC, as depositary, for the accounts of its
participants, including Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank
S.A./N.V. ("Euroclear"). Notes in definitive certificated form will not be issued in exchange for the
global notes except under limited circumstances. The notes will be issued in minimum
denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. See
"Description of the Notes -- Form, Denomination and Title."
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes, including the
financing of our capital expenditure program.
Material Tax Considerations
You should consult your tax advisor with respect to the U.S. federal income tax consequences of
owning the notes in light of your own particular situation and with respect to any tax consequences
arising under the laws of any state, local, foreign or other taxing jurisdiction. See "Material Tax
Considerations."
Governing Law
The notes and the indenture will be governed by the laws of the State of New York.
Trustee, Registrar and Paying Agent
Wells Fargo Bank, National Association
Listing and Trading
We have applied to list the notes on the Global Exchange Market of the Irish Stock Exchange
Limited.
Irish Paying Agent and Transfer Agent
AIB International Financial Services Limited
Irish Listing Agent
Arthur Cox Listing Services Limited
Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement and the section entitled
"Risk Factors" beginning on page 16 of our annual report on Form 10-K for the fiscal year ended
December 31, 2011, for a discussion of certain relevant factors you should carefully consider before
deciding to invest in the notes.
Securities Codes
The notes will be assigned the following securities codes:
The 2022 notes:
CUSIP: 84265V AF2
ISIN: US84265VAF22
The 2042 notes:
CUSIP: 84265V AGO
ISIN: US84265VAG05

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
You should read the summary historical consolidated financial data set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and the related notes included in each of our annual report on Form 10-K for the year ended
December 31, 2011 and our quarterly report on Form 10-Q for the quarter ended September 30, 2012, which are incorporated by reference in the prospectus supplement and
the accompanying prospectus. We derived the following summary historical consolidated financial data as of and for the three years ended December 31, 2011 and as of and
for the nine months ended September 30, 2012 from our consolidated financial statements.
(U.S.$ in millions, except per share amounts and financial ratios)

Nine Months Ended

Years Ended December 31,

September 30,

2011
2010
2009
2012

2011
Statement of Earnings Data

Net sales

$6,818.7
$5,149.5
$3,734.3
$5,018.2
$5,149.4
Operating income

3,625.4
2,604.2
1,485.1
2,296.3(1)
2,723.5
Net income

2,344.3
1,562.7
934.6

1,408.1(1)
1,805.3
Net income attributable to:

Non-controlling interest

7.9

8.7

5.2

5.3(1)

5.9

Southern Copper Corporation

$2,336.4
$1,554.0
$ 929.4
$1,402.8(1)
$1,799.4
Per share amounts:(2)

Earnings basic and diluted

$
2.76
$
1.
83
$
1.
09
$
1.65(1)
$
2.1 0
Dividends paid

$
2.46
$
1.
68
$
0.
44
$
1.
31

$
1.7 4

As of December 31,

As of September 30,

2011
2010
2009
2012

2011
Balance Sheet Data

Cash and cash equivalents

$ 848.1
$2,192.7
$ 772.3
$ 1,157.8
$1,243.1
Total assets

8,062.7
8,128.0
6,058.2
10,841.8(1)
7,999.6
Total long-term debt, including current portion

2,745.7
2,760.4
1,280.3
2,741.2

2,750.6
Total liabilities

4,026.4
4,217.6
2,164.6
4,240.7(1)

3,869.6
Total equity

$4,036.3
$3,910.4
$3,893.7
$ 6,601.1(1)
$4,130.0

Nine Months Ended

Years Ended December 31,

September 30,

2011
2010
2009
2012
2011
Statement of Cash Flows

Cash provided from operating activities

$ 2,070.2
$ 1,920.7
$ 963.2
$1,759.6
$ 1,595.8
Depreciation, amortization and depletion

288.1

281.7

273.6

236.6

216.0

Cash used for investing activities

(1,083.1)
(473.8)

(359.3)
(500.1)

(820.6)
Capital expenditures

(612.9)

(408.7)

(414.8)
(665.9)

(337.0)
Cash used for financing activities

(2,375.0)
36.6

(458.0)
(952.7)

(1,764.2)
Dividends paid

(2,080.4)
(1,428.0)
(376.0)
(813.9)

(1,491.7)

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