UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2011 (February 3, 2011)

SOUTHERN COPPER CORPORATION

(Exact name of registrant as specified in its charter)

11811 North Tatum Blvd., Suite 2500, Phoenix, Arizona 85028

(Address and zip code of principal executive offices)

(602) 494-5328

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Southern Copper Corporation (“Southern Copper”) will file a Proxy Statement with the Securities and Exchange Commission regarding the proposed transaction.  Investors and security holders are urged to read carefully the Proxy Statement regarding the proposed transaction when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the Proxy Statement (when it is available) and other documents containing information about Southern Copper, without charge, at the SEC’s web site at http://www.sec.gov.  Free copies of the Proxy Statement and Southern Copper’s filings may be obtained by directing a request to Southern Copper Corporation, 11811 North Tatum Blvd., Suite 2500, Phoenix, AZ 85028, USA, Attention: Investor Relations Department.

FORWARD-LOOKING STATEMENTS

Statements in this release that are “forward-looking statements” are based on currently available information, operating plans and projections about future events and trends.  They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements.  Such risks and uncertainties include, but are not limited to: Southern Copper’s ability to enter into definitive agreements with respect to the proposed transaction; the results of Southern Copper’s due diligence review of ASARCO; Southern Copper’s ability to achieve the benefits contemplated by the proposed transaction; Southern Copper’s ability to promptly and effectively integrate with the businesses of AMC and ASARCO; the costs associated with the proposed transaction; the timing to consummate the proposed transaction; any necessary actions to obtain required regulatory approvals; the ability to obtain existing lender and other required third-party consents; increased costs; metal prices; unfavorable economic conditions; changes in the legal and regulatory environment; and unstable political conditions, civil unrest or other developments. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made.  Southern Copper does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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The following is a transcript of the Southern Copper Corporation fourth quarter 2010 conference call with the financial community held on Thursday, February 3, 2011 and which was posted on the Southern Copper Corporation website on February 9, 2011.  A recording of the conference call will be available until February 17, 2011 at the following number in the U.S.: (800) 642-1687 and the following number outside the U.S.: (706) 645-9291.  The conference ID # for the recording is 42315140.

SOUTHERN COPPER CORPORATION

Moderator: Raul Jacob

02-03-11/11:00 a.m. ET

Confirmation # 42315140

SOUTHERN COPPER CORPORATION

Moderator:  Raul Jacob

February 3, 2011

11:00 a.m. ET

Operator:                                                                     Good morning and welcome to Southern Copper Corporation Fourth Quarter 2010 Results Conference Call.  With us this morning, we have Southern Copper Corporation, Mr. Raul Jacob, Manager of Financial Planning and Investor Relations who will discuss the results of the company for the fourth quarter and answer any questions that you might have.

The information discussed on today’s call may include forward-looking statements regarding the company’s results and prospects, which are subject to risks and uncertainties.  Actual results may differ materially, and the company cautions not to place undue reliance on these forward-looking statements.  Southern Copper Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.  All results are expressed in full U.S. GAAP.

Now, I’ll pass the call onto Mr. Raul Jacob.

Raul Jacob:                                                          Thank you very much, Steve, and good morning everyone and welcome to Southern Copper Fourth Quarter 2010 Earnings Conference Call.  Participating in today’s conference is Mr. Oscar Gonzalez Rocha, Southern Copper’s CEO.

On today’s conference call, we will begin with an updated view in metal markets.  We will then talk about Southern Copper’s key results related to production, sales, operating costs, financial results, and capital spending program.  After that, we will open the session for questions.

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During the year 2010, we saw a significant recovery in the prices of all of our products.  We believe the fundamental drivers for these better prices have been two-fold:  the stronger physical consumption of the emerging economies and the recovery of consumption but a slower pace from the developed economies.

In addition to these two factors, there is the influence of financial investments that is putting some pressure on several metal prices.

Focusing on copper, we maintain our positive outlook for this metal in 2011.  On the demand side, it is expected a worldwide demand growth in the range of four to five percent for the year that will not be matched by new copper production, estimated to grow between one and two percent.

Considering current market trends, most analysts believe the market is heading towards 400,000 to 600,000 ton deficit in 2011 that should bring support for high market prices.  However, even though we believe there are very strong market fundamentals for copper, we also think that the investor community is overlooking the following current developments:

·                  Current inventory levels do not reflect the market as tight as prices may suggest.  As of February 2nd, that’s yesterday, the combined inventories of the London Metal Exchange, COMEX, and Shanghai warehouses were at 594,500 MT, about 55,700 tons higher or 10 percent more than the 538,800 MT that were at these facilities as of September 30, 2010.

·                  The second element is that there is strong price volatility in metal markets, particularly in copper.  As an example, in December, copper prices varied over 54 cents between its peak and valley and for the last three months, the difference between peaks and valleys have averaged 37 cents, so there is a volatility as well as inventories that are growing.

·                  At current price levels, we believe that there is a strong incentive for scrap copper production and substitution, which will put downward pressure on prices in the future.

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We believe the market is currently anticipating a very strong copper scarcity, but this has to be verified by reality.  In other words, higher physical consumption has to come from the main consumers such as China, Europe, and the U.S.  We do believe that we are at an excellent moment for copper, but as I stated at the beginning of this part, but we also think that the copper market price maybe overreacting to an expectation.

Considering the current market circumstances and the indicated volatility, the Company has decided to take some price protection through the use of swaps and zero-cost collars.  We will come back to this point later on during the conference call.

Let me focus on molybdenum now.  As you know, Southern Copper’s main by-product is molybdenum.  In the year 2010, this metal represented 13 percent of company sales and we’re currently seeing a soft recovery in molybdenum consumption.  For the year 2011, we’re expecting a relatively balanced market for this metal.

Turning to our production, and starting with copper; let me first say that the company decided to change the name of the Cananea operating unit.  Now, it is called Buenavista del Cobre.  This change is to better reflect the startup of a new era for this asset.  So from now on, we will call this operation Buenavista instead of Cananea.

Focusing on copper production, the company’s copper mined production in the fourth quarter increased by 3.5 percent to 130,553 tons compared to 126,087 tons for the fourth quarter of 2009.  This increase was mainly the result of 15,700 tons of SXEW copper production coming from our Buenavista mine.

The Toquepala mine production also increased to 37,446 tons as compared to 35,166 tons in the fourth quarter of 2009 due to higher ore grades and recoveries.  These increases in production were partially offset by lower production at the Cuajone and Caridad operations, which reduced their production by 24 percent and six percent, respectively, due to lower ore grades.

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Speaking about the repairs of the Buenavista units, as we have previously reported to the market, the Company has aggressively initiated the reconstruction and ramp-up of Buenavista.  Through December 31, 2010, we have spent $70.9 million in repairs.  Of those, $35 million were capitalized and $35.9 million were charged to operating costs during 2010. For 2011, we expect to spend $43.1 million to complete the repairs of this operation.

We’re maintaining the estimated cost of the repairs at approximately $114 million.  An undetermined portion of the total expenditures should be recovered from insurance.

As we previously disclosed to the market, the SXEW production of Buenavista reached full capacity in the 4Q10.  At the beginning of this year, the company partially started the concentrator plant.  Currently, Buenavista is running at 70 percent of capacity and we expect to reach full production by the end of this quarter.  For 2011, we expect to increase the Company production level by 26 percent, producing 630,000 tons of copper.  Of that, approximately three percent will be from third parties copper.

For molybdenum production, as indicated in our press release, in 2010 we reached a new molybdenum production record of 20,519 tons, 10 percent higher than the 18,687 tons produced in 2009.  The fourth quarter molybdenum production increased also by four percent to 5,246 tons compared to 5,052 tons in 4Q09.

During the year 2011, we will have a reduction of molybdenum production due to a temporary reduction in our Peruvian operations ore grade.  This ore grade decrease will be partially offset by higher production expected from our Mexican unit of La Caridad.  Our 2011 guide for molybdenum production is 17,000 tons for the year.

Turning to financial results and specifically in sales, focusing on Southern Copper financial performance, the fourth quarter of 2010 sales were $1.5 billion, 32 percent higher than the 1.1 billion we had in the fourth quarter of 2009.  The full-year 2010 Company sales were $5.1 billion, 38 percent higher

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than the $3.7 billion of 2009.  These increases were mainly the result of higher metal prices as well as higher molybdenum sales volume.

When compared to the fourth quarter of ‘09, copper sales volume increased by nine percent.  Molybdenum volume sold also increased by three percent while silver volume sold decreased by 26 percent and zinc volume sold decreased by nine percent.

As we reported to the market, the Company entered into copper hedge contracts to reduce price volatility and protect sales value.  Swaps contracts are currently hedging approximately 28 percent of 2011 copper production at an average price of $4 per pound equally spread through the year.

The Company has also hedged approximately 31 percent of 2011 copper production using zero-cost collars with an average floor price of $3.02 per pound and an average cap price of $4.84 per pound.

For 2012, approximately two percent of this year’s copper production is price-protected through zero-cost collars with an average floor price of $3.50 per pound and an average cap price of $5.01 per pound.

Our total operating costs and expenses have increased seven percent or $40 million when compared to the fourth quarter of 2009.  We did have some cost inflation during this past quarter, particularly in fuel, power, and labor.  However, the most important additional cost was related to the ramping up of our low-lost operation of Buenavista at the total cost of $30 million in the fourth quarter of 2010.

As a result of the mentioned sales and operating costs variances, the EBITDA for the fourth quarter of 2010 was $927 million or 62 percent of sales.  This figure was 51 percent higher than the $616 million of EBITDA for the fourth quarter of 2009.

Southern Copper operating cash cost, including the benefit of by-product credits, was 23.2 cents per pound in the fourth quarter of 2010.  This cash cost was nine cents lower than the 32.5 cents per pound cash cost for the fourth

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quarter of 2009 and six cents lower than the 28.7 cents of cash cost we had in the third quarter.

The company fourth quarter 2010 operating cash cost per pound of copper produced, before by-products credit was $1.53 per pound, 17 cents higher than the operating cash cost of $1.36 cents per pound for the fourth quarter of 2009.

The cash cost increment of 17 cents before credit is mainly attributable to the repair cost of Buenavista and cost inflation, net of the favorable effect of higher production.

Regarding by-products, we had a copper credit increment of 26 cents.  Of those, molybdenum credit explained 29 cents in the fourth quarter 2010 when compared to the fourth quarter of 2009 due to higher price and volume produced.

As a result of the better market prices and efficiency gains, net income attributable to Southern Copper shareholders in the fourth quarter of 2010 was $492 million or diluted earnings per share of 58 cents.  This figure compares with net earnings for the fourth quarter of 2009 of $363 million or diluted earnings per share of 43 cents, a 36% increase.

According to our expansion and capital projects, on January 27, 2011, the board of directors reviewed its five-year capital program, approving the capital budget for the period 2011-2015.  We expect, out of this program, to spend $1.7 billion in 2011 of which $900 million would be invested in Mexico and $800 million in Peru.

At the end of 2010, we have spent $70 million in the mine and plants rehabilitation at the Buenavista property as I already mentioned, and we expect to spend $43.1 million for this purpose in 2011.

Regarding the SXEW III project in our Buenavista operation, it is moving forward.  A review of the basic engineering was concluded in December of 2010.  We have started the detailed engineering in January 2011 and, when

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completed, we will begin the acquisition of major equipment and construction of the plant and new infrastructure.

Regarding the Quebalix III project, we have almost completed the acquisition of the project equipment and will begin construction of the crusher building and the conveying and spreading systems for the leachable ore.  The Quebalix is an equipment that is used for producing the ore that is processed at the SXEW plant.

The Pilares project, which is close to La Caridad mine, is being evaluated as well.  As of December of last year, 13,700 meters of drillings has been performed, access roads developed, and metallurgical testing and preliminary mine planning has begun.

The social programs for the Buenavista community are also underway.  The local hospital has been reconstructed.  Two new water wells as well as a street paving program for the community use have been completed and the town library has been provided with modern technology to improve reference search capabilities.  We’re glad to report that these initiatives have received a warm welcome from the local community.  For 2011, the Company plans to invest $12 million for the benefit of local communities.

Referring to the Toquepala concentrator expansion, we are re-evaluating an increase in the project’s milling capacity to improve the estimated additional copper production to 125ktpy.  As a result of this review, the environmental impact assessment is expected to be presented during the second quarter of 2011.

Regarding Tia Maria, we’re glad to report very positive news about the project.  During the third quarter, additional information for the project including the use of sea water was submitted to the Peruvian government.  And on December 1, 2010, the Ministry of Energy and Mines of Peru approved a new communication plan to obtain the consent of the environmental impact assessment from the local communities.  The communication plan, already completed by the Company, considered the following activities:

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·                  Media advertising regarding the project in local newspapers as well as local T.V. and radio program.

·                  The opening of three information offices in the communities that would be mostly impacted by this project

·                  Four informative meetings with local community members.

On February 1st, the company filed a report with the Peruvian government indicating the full completion of this program.  Now, we have to wait until March 2 for any observations from local communities’ members or other stakeholders.  If everything goes well, we expect to receive the environmental impact assessment approval by the end of April. Construction works are scheduled to begin in the second quarter of this year and copper production by the fourth quarter of 2012.

On July 22, 2010, the Company received a non-binding proposal from its parent company, Americas Mining Corporation, offering to effect an all-stock business combination of Southern Copper and AMC, the parent company of Asarco.  As proposed, all stockholders of Southern Copper would receive 1.237 common share of AMC in exchange for each share of Southern Copper.

As part of this process, the stock of Americas Mining Corporation, AMC, would be registered and listed on the New York, Mexico and Lima Stock Exchanges.  Once completed, the Southern Copper share will be delisted from the exchanges.

On August 10, 2010, the Company formed a special committee of independent directors to evaluate AMC’s proposal.  The special committee has engaged independent legal, financial, and mining advisors to assist in this transaction and help in the evaluation of the proposal.  There is no specific deadline for this process.

Regarding dividends, as you know, it is the Company policy to review at each board meeting the capital investment plan, cash resources, and expected future cash flow generation from operations in order to determine the appropriate quarterly dividend.  Accordingly, as disclosed to the market on January 27, 2011, the Board of Directors authorized a dividend of 58 cents per share.  This

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dividend will be paid on March 1, 2011 to shareholder of record at the close of business on February 15, 2011.

With this in mind, ladies and gentlemen, thank you very much for joining us today, and we would like to open up the forum for questions.

Operator:                                                                     At this time, I would like to inform everyone if you would like to ask a question, please do so by pressing star then the number one on your telephone keypad.  We’ll pause a moment to compile the Q&A.

Your first question comes from the line of Renato Antunes from Barclays Capital.  Your line is open.

Renato Antunes:                            Good afternoon.  Hi, Raul.  Good afternoon, everyone.  Thanks for taking my question.

My question is related to your hedging strategy.  Can you give us a little more of color?  I just wanted to understand the rationale, and if there is any targeted or maximum levels that you intend to achieve for hedging your 2011 production?  Is it fair for us to assume that — as long as prices remain at current levels, is it fair to assume that you will keep increasing the hedges that you have already?

Raul Jacob:                                                          Renato, I can’t copy you now.  Could you start again, please?  I’m sorry about that.

Renato Antunes:                            Yes, sure.  No worries.  My question relates to your hedges.  I just wanted to get a bit more of color on the rationale and hear from you if there is any targeted or maximum levels that you intend to achieve for hedging in 2011.  Is it fair for us to assume as long as copper prices remain at current levels of $4.50 per pound, is it fair to assume that you will keep increasing your hedges?  That’s the first question.

Raul Jacob:                                                          Well, the rationale is, as I explained, when we mentioned about the market situation, that there is a very strong volatility and the market is anticipating the significant scarcity in copper.

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END

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.