XML 52 R28.htm IDEA: XBRL DOCUMENT
v2.4.0.6

RELATED PARTY TRANSACTIONS: | 12 Months Ended
--- | ---
Dec. 31, 2012
RELATED PARTY TRANSACTIONS: |
RELATED PARTY TRANSACTIONS: | NOTE 18-RELATED PARTY TRANSACTIONS: Receivable and payable balances with related parties are shown below (in millions):
|  | As of December 31, |
|  | 2012 |  | 2011 |
Related parties receivable current: |  |  |  |  |
Grupo Mexico, S.A.B de C.V. and affiliates |  | $ | 1.8 |  | $ | 0.7 |
Asarco LLC |  | — |  | 0.2 |
Compania Perforadora Mexico S.A.P.I. de C.V. |  | 0.5 |  | 0.1 |
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates |  | — |  | 1.0 |
|  | $ | 2.3 |  | $ | 2.0 |
Related parties receivable non-current: |  |  |  |  |
Mexico Generadora de Energia S.de R.L. (“MGE”) |  | $ | 184.0 |  | $ | — |
Related parties payable: |  |  |  |  |
Grupo Mexico S.A.B. de C.V. and affiliates |  | $ | — |  | $ | 2.0 |
Asarco LLC |  | 15.3 |  |  |
Higher Technology S.A.C. |  | 0.2 |  | 0.1 |
Breaker, S.A. de C.V |  | — |  | 0.2 |
Mexico Transportes Aereos S.A. de C.V. (“Mextransport”) |  | 0.1 |  | 0.5 |
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates |  | 2.1 |  | 0.3 |
Ferrocarril Mexicano S.A. de C.V. |  | 2.6 |  | 1.3 |
|  | $ | 20.3 |  | $ | 4.4 |
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 related 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 2012, 2011 and 2010 (in millions):
|  | 2012 |  | 2011 |  | 2010 |
Grupo Mexico and affiliates: |  |  |  |  |  |  |
Grupo Mexico S.A B. de C.V |  | $ | 13.9 |  | $ | 13.9 |  | $ | 10.9 |
Ferrocarril Mexicano, S.A de C.V. |  | 13.9 |  | 11.6 |  | 3.5 |
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates |  | 49.5 |  | 34.4 |  | 29.0 |
Compania Perforadora Mexico S.A.P.I. de C.V. |  | 2.2 |  | 1.8 |  | 0.2 |
Consorcio Tricobre |  | — |  | 0.5 |  | 5.3 |
Consorcio CESEL — CONSUTEC |  | — |  | 3.3 |  | — |
Asarco LLC |  | 58.6 |  | 23.4 |  | 6.6 |
Other Larrea family companies: |  |  |  |  |  |  |
Mexico Compania de Productos Automotrices, S.A. de C.V. |  | — |  | 0.2 |  | 2.3 |
Mextransport |  | 2.7 |  | 2.8 |  | 3.0 |
Cadena Mexicana de Exhibicion S.A. de C.V. |  | — |  | — |  | 0.2 |
Companies with relationships to SCC executive officers’ families: |  |  |  |  |  |  |
Higher Technology S.A.C. |  | 3.1 |  | 1.9 |  | 2.8 |
Servicios y Fabricaciones Mecanicas S.A.C. |  | 0.2 |  | 0.6 |  | 0.2 |
Sempertrans France Belting Technology |  | 0.3 |  | 0.2 |  | 0.4 |
PIGOBA, S.A. de C.V. |  | 0.8 |  | 0.2 |  | 0.6 |
Breaker, S.A. de C.V. |  | 2.3 |  | 5.3 |  | 1.5 |
Total purchased |  | $ | 147.5 |  | $ | 100.1 |  | $ | 66.5 |
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. and for drilling services provided by Compania Perforadora Mexico S.A.P.I. de C.V., both 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 Mexican operations paid fees for construction services provided by Mexico Constructora Industrial and its affiliates and 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 has a 99.97%. The three companies are subsidiaries of Mexico Proyectos y Desarrollos, S.A. de C.V. a direct subsidiary of Grupo Mexico. In 2005, the Company organized MGE, as a subsidiary of Minera Mexico, for the construction of two power plants to supply power to the Company’s Mexican operations. In May 2010, the Company’s Mexican operations granted a $350 million line of credit to MGE for the construction of the power plants. That line of credit was due on December 31, 2012 and carried an interest rate of 4.18%. In the first quarter of 2012, Controladora de Infraestructura Energetica Mexico, S. A. de C. V., an indirect subsidiary of Grupo Mexico, acquired 99.999% of MGE through a capital subscription of 1,928.6 million of Mexican pesos (approximately $150 million), reducing Minera Mexico’s participation to less than 0.001%. As consequence, of this change in control MGE became an indirect subsidiary of Grupo Mexico. Additionally, at the same time, MGE paid $150 million to the Company’s Mexican operations partially reducing the total debt. At December 31, 2012, the outstanding balance of $184.0 million was restructured as subordinated debt of MGE. The $184.0 million includes $37.6 million drawn on the line of credit in 2012 and $146.4 million drawn through December 31, 2011. It is expected that MGE will complete the construction of the first power plant in 2013 and the second in 2014. MGE will repay its debt to the Company using a percentage of its profits until such time as the debt is satisfied. The Company’s Peruvian operations paid fees for engineering and consulting services provided by Consorcio Tricobre and Consorcio CESEL-CONSUTEC. Both are Peruvian consortiums 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 consortiums were dissolved in 2011. 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 liquidated in 2011. 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, 2012 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, 2012 (in millions) |  | $1.3 |
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. In 2010, 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 and to Mextransport, a Company controlled by the Larrea family. The following table summarizes the sales and other revenue activity with related parties in 2012 and 2011 (in millions).
|  | 2012 |  | 2011 |  | 2010 |
Asarco |  | $ | 23.5 |  | $ | 68.8 |  | $ | 43.5 |
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates |  | 0.5 |  | 0.5 |  | 0.5 |
Perforadora Mexico S.A. de C.V. |  | — |  | 0.2 |  | 0.2 |
Mextransport |  | 0.9 |  | — |  | — |
Total |  | $ | 24.9 |  | $ | 69.5 |  | $ | 44.2 |
It is anticipated that in the future the Company will enter into similar transactions with these same parties.

X
- Details
Name: | us-gaap_RelatedPartyTransactionsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Article 3A -Section 04 -Paragraph b Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 57 -Paragraph 1-4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Article 4 -Section 08 -Paragraph k Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 + Details
Name: | us-gaap_RelatedPartyTransactionsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration