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RELATED PARTY TRANSACTIONS:
 12 Months Ended
Dec. 31, 2011
RELATED PARTY TRANSACTIONS:  
RELATED PARTY TRANSACTIONS:

NOTE 19-RELATED PARTY TRANSACTIONS:

 

Receivable and payable balances with related parties are shown below (in millions):

 

 

 

As of December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Affiliate receivable:

 

 

 

 

 

Grupo Mexico, S.A.B de C.V. and affiliates

 

$

0.7

 

$

32.7

 

Asarco LLC

 

0.2

 

—

 

Compania Perforadora Mexico S.A.P.I. de C.V.

 

0.1

 

—

 

Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates

 

1.0

 

—

 

 

 

$

2.0

 

$

32.7

 

Affiliate payable:

 

 

 

 

 

Grupo Mexico S.A.B. de C.V. and affiliates

 

$

2.0

 

$

2.3

 

Higher Technology S.A.C.

 

0.1

 

0.1

 

Breaker, S.A. de C.V

 

0.2

 

0.3

 

Pigoba, S.A. de C.V

 

—

 

0.1

 

Consorcio Tricobre

 

—

 

0.5

 

Exploraciones Mineras del Peru S.A.C.

 

0.3

 

—

 

Mexico transportes aereos S.A. de C.V. (“Mextransport”)

 

0.5

 

0.4

 

Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates

 

—

 

0.9

 

Ferrocarril Mexicano S.A. de C.V.

 

1.3

 

0.1

 

 

 

$

4.4

 

$

4.7

 

 

The Company has entered into certain transactions in the ordinary course of business with parties that are controlling shareholders or their affiliates.  These transactions include the lease of office space, air transportation and construction services and products and services relating to mining and refining.  The Company lends and borrows funds among affiliates for acquisitions and other corporate purposes.  These financial transactions bear interest and are subject to review and approval by senior management, as are all related party transactions.  It is the Company’s policy that the Audit Committee of the Board of Directors shall review all related party transactions.  The Company is prohibited from entering or continuing a material related party transaction that has not been reviewed and approved or ratified by the Audit Committee.

 

Purchase activity:

 

The following table summarizes the purchase activity with related parties in 2011, 2010 and 2009 (in millions):

 

 

 

2011

 

2010

 

2009

 

Grupo Mexico and affiliates:

 

 

 

 

 

 

 

Grupo Mexico S.A B. de C.V

 

$

13.9

 

$

10.9

 

$

13.8

 

Ferrocarril Mexicano, S.A de C.V.

 

11.6

 

3.5

 

6.0

 

Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates

 

32.4

 

29.0

 

15.1

 

Compania Perforadora Mexico S.A.P.I. de C.V.

 

1.8

 

0.2

 

—

 

Consorcio Tricobre

 

0.5

 

5.3

 

—

 

Consorcio CESEL — CONSUTEC

 

3.3

 

—

 

—

 

Exploraciones Mineras del Peru S.A.C.

 

2.0

 

—

 

—

 

Asarco LLC

 

23.4

 

6.6

 

—

 

 

 

 

 

 

 

 

 

Other Larrea family companies:

 

 

 

 

 

 

 

Mexico Compania de Productos Automotrices, S.A. de C.V.

 

0.2

 

2.3

 

0.3

 

Mextransport

 

2.8

 

3.0

 

1.9

 

Cadena Mexicana de Exhibicion S.A. de C.V.

 

—

 

0.2

 

0.3

 

 

 

 

 

 

 

 

 

Companies with relationships to SCC executive officers’ families:

 

 

 

 

 

 

 

Higher Technology S.A.C.

 

1.9

 

2.8

 

5.4

 

Servicios y Fabricaciones Mecanicas S.A.C.

 

0.6

 

0.2

 

0.3

 

Sempertrans France Belting Technology

 

0.2

 

0.4

 

0.6

 

PIGOBA, S.A. de C.V.

 

0.2

 

0.6

 

0.1

 

Breaker, S.A. de C.V.

 

5.3

 

1.5

 

0.9

 

Total purchased

 

$

100.1

 

$

66.5

 

$

44.7

 

 

Grupo Mexico, the Company’s ultimate parent and the majority indirect stockholder of the Company, and its affiliates provide various services to the Company.  These services are primarily related to accounting, legal, tax, financial, treasury, human resources, price risk assessment and hedging, purchasing, procurement and logistics, sales and administrative and other support services.  The Company pays Grupo Mexico for these services.  The Company expects to continue to pay for these services in the future.

 

In addition, during 2010 the Company made donations of $0.8 million to Fundacion Grupo Mexico, an organization dedicated to promoting social and economic development of the communities close to the Company’s Mexican operations.

 

The Company’s Mexican operations paid fees for freight services provided by Ferrocarril Mexicano, S.A de C.V., for construction services provided by Mexico Proyectos y Desarrollos, S.A. de C.V. and its affiliates and for drilling services provided by Compania Perforadora Mexico S.A.P.I. de C.V. The three companies are subsidiaries of Grupo Mexico.

 

The Company’s Mexican operations purchased from Asarco, a subsidiary of Grupo Mexico, scrap and other residual copper mineral.  Also, in the second quarter of 2010 the Company recovered from Asarco $7.7 million related to a previously written-off net accounts receivable position.  This recovery was recorded in the consolidated statement of earnings as follows: $5.0 million in cost of sales, $1.6 million in other income and $1.1 million as interest income.

 

The Company’s Peruvian operations paid fees for engineering and consulting services provided by Consorcio Tricobre and Consorcio CESEL-CONSUTEC.  Both are Peruvian companies in which Servicios de Ingenieria Consultec, S.A. de C. V., a subsidiary of Grupo Mexico, had a 42.7% and 50% participation, respectively.  These companies are currently in liquidation.

 

In 2011, the Company’s Peruvian operations paid fees for engineering and consulting services provided by Exploraciones Mineras del Peru S.A.C.,  a Peruvian company in which Grupo Mexico Servicios de Ingenieria, S.A. de C.V and Mexico Proyectos y Desarrollos S.A. de C. V. have a 99.97% and 0.03% participation, respectively. Both companies are subsidiaries of Grupo Mexico.

 

The Larrea family controls a majority of the capital stock of Grupo Mexico, and has extensive interests in other businesses, including aviation and real estate.  The Company engages in certain transactions in the ordinary course of business with other entities controlled by the Larrea family relating to the lease of office space and air transportation.  In connection with this, the Company paid fees for maintenance services and sale of vehicles provided by Mexico Compania de Productos Automotrices, S.A. de C.V., a company controlled by the Larrea family and which is currently in liquidation.

 

Additionally, in 2007, the Company’s Mexican subsidiaries provided guaranties for two loans obtained by MexTransport, a company controlled by the Larrea family, from Bank of Nova Scotia in Mexico.  One of these loans has been repaid and the remaining loan requires semi-annual repayments.  Conditions and balance as of December 31, 2011 are as follows:

 

 

 

Loan Open

 

Original loan balance (in millions)

 

$8.5

 

Maturity

 

August 2013

 

Interest rate

 

Libor + 0.15%

 

Remaining balance at December 31, 2011 (in millions)

 

$2.6

 

 

MexTransport provides aviation services to the Company’s Mexican operations.  The guaranty provided to MexTransport is backed up by the transport services provided by MexTransport to the Company’s Mexican subsidiaries.  If MexTransport defaults on the loan, SCC’s subsidiaries would have to satisfy the guaranty and repay to the bank the remaining balance plus interest.  The Company pays fees to MexTransport for aviation services.

 

In 2010 and 2009, the Company purchased publicity services from Cadena Mexicana de Exhibicion S.A. de C.V., a subsidiary of Grupo Cinemex, a company controlled by the Larrea family.

 

The Company purchased industrial materials from Higher Technology S.A.C., and paid fees for maintenance services provided by Servicios y Fabricaciones Mecanicas S.A.C. Mr. Carlos Gonzalez, the son of SCC’s Chief Executive Officer, has a proprietary interest in these companies.

 

The Company purchased industrial material from Sempertrans France Belting Technology, in which Mr. Alejandro Gonzalez is employed as a sales representative.  Also, the Company purchased industrial material from PIGOBA, S.A. de C.V., a company in which Mr. Alejandro Gonzalez has a proprietary interest.  Mr. Alejandro Gonzalez is the son of SCC’s Chief Executive Officer.

 

The Company purchased industrial material and services from Breaker, S.A. de C.V., a company in which Mr. Jorge Gonzalez, son-in-law of SCC’s Chief Executive Officer, has a proprietary interest.

 

Sales activity:

 

The Company sold copper cathodes, rod and anodes, as well as sulfuric acid, silver, gold and lime to Asarco.  In addition, the Company received fees for building rental and maintenance services provided to Mexico Proyectos y Desarrollos, S.A. de C.V. and its affiliates, and to Perforadora Mexico S.A.P.I de C.V., both subsidiaries of Grupo Mexico.

 

The following table summarizes the sales and other revenue activity with related parties in 2011 and 2010. There were no sales activities in 2009 (in millions):

 

 

 

2011

 

2010

 

Asarco

 

$

68.8

 

$

43.5

 

Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates

 

0.5

 

0.5

 

Perforadora Mexico S.A. de C.V.

 

0.2

 

0.2

 

Total

 

$

69.5

 

$

44.2

 

 

It is anticipated that in the future the Company will enter into similar transactions with these same parties.