01—Abstract
Summary
Summary of the 10-K/A filed March 8, 2022. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 2 (Form 10-K/A) to Southern Copper Corporation's (NYSE: SCCO) annual report for fiscal year 2021.
It was filed for one narrow purpose: to submit Exhibits 96.10 to 96.13, which are technical report summaries of mineral resources for the El Arco project, Charcas Mine, Santa Barbara Mine, and San Martin Mine. These exceeded the SEC's file size limit for a single submission. The amendment does not change any other item in the original 10-K, which was filed on March 7, 2022.
It contains no financial statements, operating results, MD&A, or risk factor disclosures, so it should be read alongside the original filing. The cover page confirms key profile data. SCCO is a large accelerated filer, is not a shell company, and has an effective audit of internal control over financial reporting under SOX 404(b).
As of March 4, 2022, 773,086,869 common shares were outstanding. The aggregate market value of non-affiliate shares was about $5.52 billiona, measured at June 30, 2021. The exhibit index shows a substantial debt stack, including 7.500% notes due 2035 ($600 million and $400 million), 6.750% notes due 2040, 5.250% notes due 2042, 5.875% notes due 2045, 3.875% notes due 2025, and 3.500% notes due 2022.
The exhibit index also lists the Mexican-based auditor, Galaz, Yamazaki, Ruiz Urquiza (Deloitte member firm), and the Cuajone, Toquepala, Tia Maria, and other project technical reports. For investors, the main takeaway is that this filing adds regulatory support for SCCO's mineral reserve and resource disclosures at several Mexican and Peruvian sites.
It does not offer new information on earnings, cash flow, or capital allocation. Those items are in the original Form 10-K and the Annual Report exhibits, which should be reviewed for investment decisions.
02—Key points
Key Highlights
- Amendment No. 2 to the FY2021 Form 10-K was filed solely to furnish Exhibits 96.10–96.13 (technical report summaries), which exceeded SEC file size limits; no other items changed.
- The new exhibits cover mineral resources at the El Arco project and the Charcas, Santa Barbara, and San Martin mines, supplementing the mineral reserve and resource disclosures already filed for other SCCO properties.
- SCCO had 773,086,869 common shares outstanding as of March 4, 2022.
- Non-affiliate market value was approximately $5,519.0 million as of June 30, 2021, placing SCCO among large accelerated filers.
- The company reported an effective internal control over financial reporting audit by its registered public accounting firm (SOX 404(b)).
- The exhibit index lists a multi-tranche public debt structure, including notes maturing in 2022, 2025, 2035, 2040, 2042, and 2045.
- This amendment contains no financial statements, so investors need the original 10-K for earnings, cash flow, balance sheet, and risk disclosures.
03—Questions
Frequently Asked Questions
Why was this 10-K amendment filed?
The amendment was filed to submit Exhibits 96.10 to 96.13, which are technical report summaries for four mining properties. The exhibits exceeded the SEC's file size limit for a single submission, so they were filed separately. The amendment does not change any other part of the original 10-K.
Does this filing include SCCO's financial results for 2021?
No. The document covers only the cover page, exhibit index, and the technical report exhibits. Financial statements, MD&A, and risk factors are in the original Form 10-K filed March 7, 2022, and in the exhibits incorporated by reference.
What do the new technical report exhibits tell investors?
The exhibits document mineral resource estimates for the El Arco project and the Charcas, Santa Barbara, and San Martin mines. These reports support the company's reserve and resource disclosures and help investors assess the long-term production potential of those assets.
How much debt does SCCO have outstanding according to the exhibit index?
The exhibit index lists several note issues: $600 million and $400 million 7.500% notes due 2035, $1.1 billion of 6.750% notes due 2040, 5.250% notes due 2042, 5.875% notes due 2045, 3.875% notes due 2025, and 3.500% notes due 2022. The index does not state the amounts currently outstanding, so the original 10-K's balance sheet and debt footnote should be consulted for the current total.
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