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STOCKHOLDERS' EQUITY: | 9 Months Ended
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Sep. 30, 2013
STOCKHOLDERS' EQUITY: |
STOCKHOLDERS' EQUITY: | NOTE 11 — STOCKHOLDERS´EQUITY: Treasury Stock: Activity in treasury stock in the nine-month period ended September 30, 2013 and 2012 is as follows (in millions):
|  | 2013 |  | 2012 |
Southern Copper common shares |  |  |  |  |
Balance as of January 1, |  | $ | 729.8 |  | $ | 734.1 |
Purchase of shares |  | 124.0 |  | 132.4 |
Stock dividend |  | — |  | (151.4 | )
Used for corporate purposes |  | (0.3 | ) | (0.3 | )
Balance as of September 30, |  | 853.5 |  | 714.8 |
Parent Company (Grupo Mexico) common shares |  |  |  |  |
Balance as of January 1, |  | 189.0 |  | 163.7 |
Other activity, including dividend, interest and currency translation effect |  | 12.9 |  | 24.1 |
Balance as of September 30, |  | 201.9 |  | 187.8 |
Treasury stock balance as of September 30, |  | $ | 1,055.4 |  | $ | 902.6 |
The following table summarizes share distributions in the nine months of 2013 and 2012:
|  | 2013 |  | 2012 |
Southern Copper common shares |  |  |  |  |
Directors’ Stock Award Plan |  | 12,000 |  | 14,400 |
Parent Company (Grupo Mexico) common shares |  |  |  |  |
Employee stock purchase plan (shares in millions) |  | 4.5 |  | 7.0 |
Additional paid-in capital: Delaware Court Decision Related to SCC Shareholder Derivative Lawsuit: On October 9, 2012 the Company received from AMC, its majority shareholder, $2,108.2 million in satisfaction of the judgment issued pursuant to the decision of the Court of Chancery of Delaware, which concluded that the Company paid an excessive price to AMC in the 2005 merger between the Company and Minera Mexico, S.A. de C.V. From the aforementioned sum received from AMC, the Company paid $316.2 million of legal fees and expenses to the plaintiff’s attorneys to satisfy the court ordered award of attorneys’ fees and expenses. The effect of this award was recorded in the Company’s third quarter 2012 results. The $2,108.2 million awarded to the Company was included in the capital accounts (additional paid-in capital) on the balance sheet. Additionally, the Company recorded an operating expense of $316.2 million in its third quarter 2012 results for the legal fees related to this award. Treasury Stock: Southern Copper Common Shares: At September 30, 2013 and 2012, there were in treasury 43,337,548 and 38,615,536 SCC’s common shares, respectively. SCC share repurchase program: In 2011, the Company´s Board of Directors authorized a $1 billion share repurchase program. On October 17, 2013, the Board of Directors approved an increase of this program from $1 billion to $2 billion. Pursuant to this program, the Company purchased common stock as shown in the table below. These shares are available for general corporate purposes. The Company may purchase additional shares of its common stock from time to time, based on market conditions and other factors. This repurchase program has no expiration date and may be modified or discontinued at any time.
|  |  |  |  |  |  |  |  |  | Maximum Number |  |  |
|  |  |  |  |  |  |  | Total Number of |  | of Shares that May |  |  |
|  |  |  | Total Number of |  | Average |  | Shares Purchased as |  | Yet Be Purchased |  |  |
Period |  | Shares |  | Price Paid |  | Part of Publicly |  | Under the Plan |  | Total Cost |
From |  | To |  | Purchased |  | per Share |  | Announced Plan |  | @ $27.24 (*) |  | ($ in millions) |
2008: |  |  |  |  |  |  |  |  |  |  |  |  |
08/11/08 |  | 12/31/08 |  | 28,510,150 |  | $ | 13.49 |  | 28,510,150 |  |  |  | $ | 384.7 |
2009: |  |  |  |  |  |  |  |  |  |  |  |  |
01/12/09 |  | 09/30/09 |  | 4,912,000 |  | 14.64 |  | 33,422,150 |  |  |  | 71.9 |
2010: |  |  |  |  |  |  |  |  |  |  |  |  |
05/05/10 |  | 10/14/10 |  | 15,600 |  | 29.69 |  | 33,437,750 |  |  |  | 0.5 |
2011: |  |  |  |  |  |  |  |  |  |  |  |  |
05/02/11 |  | 12/31/11 |  | 9,034,400 |  | 30.29 |  | 42,472,150 |  |  |  | 273.7 |
2012: |  |  |  |  |  |  |  |  |  |  |  |  |
04/10/12 |  | 10/31/12 |  | 4,442,336 |  | 33.17 |  | 46,914,486 |  |  |  | 147.3 |
2013: |  |  |  |  |  |  |  |  |  |  |  |  |
04/01/13 |  | 04/30/13 |  | 1,500 |  | 32.96 |  | 46,915,986 |  |  |  | 0.1 |
05/01/13 |  | 05/31/13 |  | 807,100 |  | 32.33 |  | 47,723,086 |  |  |  | 26.1 |
06/01/13 |  | 06/30/13 |  | 1,350,000 |  | 29.05 |  | 49,073,086 |  |  |  | 39.2 |
Total second quarter |  | 2,158,600 |  | 30.28 |  |  |  |  |  | 65.4 |
07/01/13 |  | 07/31/13 |  | 1,300,000 |  | 27.60 |  | 50,373,086 |  |  |  | 35.9 |
08/01/13 |  | 08/31/13 |  | 641,400 |  | 26.68 |  | 51,014,486 |  |  |  | 17.1 |
09/01/13 |  | 09/30/13 |  | 204,012 |  | 27.65 |  | 51,218,498 |  |  |  | 5.6 |
Total third quarter |  | 2,145,412 |  | 27.33 |  |  |  |  |  | 58.6 |
Total nine months 2013 |  | 4,304,012 |  | 28.81 |  |  |  |  |  | 124.0 |
Total purchased |  | 51,218,498 |  | $ | 19.56 |  |  |  | 36,635,590 |  | $ | 1,002.1 |
(*) NYSE closing price of SCC common shares at September 30, 2013. As a result of the repurchase of shares of SCC’s common stock, Grupo Mexico’s direct and indirect ownership was 81.7% as of September 30, 2013. Directors’ Stock Award Plan: The Company established a stock award compensation plan for certain directors who are not compensated as employees of the Company. Under this plan, participants will receive 1,200 shares of common stock upon election and 1,200 additional shares following each annual meeting of stockholders thereafter. 600,000 shares of Southern Copper common stock have been reserved for this plan. The fair value of the award is measured each year at the date of the grant. The activity of the plan in the nine-month period ended September 30, 2013 and 2012 is as follows:
|  | 2013 |  | 2012 |
Total SCC shares reserved for the plan |  | 600,000 |  | 600,000 |
Total shares granted at January 1, |  | (285,600 | ) | (271,200 | )
Granted in the period |  | (12,000 | ) | (14,400 | )
Total shares granted at September 30, |  | (297,600 | ) | (285,600 | )
Remaining shares reserved |  | 302,400 |  | 314,400 |
Parent Company common shares: At September 30, 2013 and 2012 there were in treasury 76,343,324, and 81,377,369 of Grupo Mexico’s shares, respectively. Employee Stock Purchase Plan: In January 2007, the Company offered to eligible employees a stock purchase plan (the “Employee Stock Purchase Plan”) through a trust that acquires shares of Grupo Mexico stock for sale to its employees, employees of subsidiaries, and certain affiliated companies. The purchase price is established at the approximate fair market value on the grant date. Every two years employees will be able to acquire title to 50% of the shares paid for the previous two years. The employees will pay for shares purchased through monthly payroll deductions over the eight year period of the plan. At the end of the eight year period, the Company will grant the participant a bonus of 1 share for every 10 shares purchased by the employee. If Grupo Mexico pays dividends on shares during the eight year period, the participants will be entitled to receive the dividend in cash for all shares that have been fully purchased and paid as of the date that the dividend is paid. If the participant has only partially paid for shares, the entitled dividends will be used to reduce the remaining liability owed for purchased shares. In the case of voluntary resignation of the employee, the Company will pay to the employee the fair market sales price at the date of resignation of the fully paid shares, net of costs and taxes. When the fair market sales value of the shares is higher than the purchase price, the Company will apply a deduction over the amount to be paid to the employee based on the following schedule:
If the resignation occurs during: |  | % Deducted |
1st year after the grant date |  | 90 | %
2nd year after the grant date |  | 80 | %
3rd year after the grant date |  | 70 | %
4th year after the grant date |  | 60 | %
5th year after the grant date |  | 50 | %
6th year after the grant date |  | 40 | %
7th year after the grant date |  | 20 | %
In the case of involuntary termination of the employee, the Company will pay to the employee the fair market sales price at the date of termination of employment of the fully paid shares, net of costs and taxes. When the fair market value of the shares is higher than the purchase price, the Company will apply a deduction over the amount to be paid to the employee based on the following schedule:
If the termination occurs during: |  | % Deducted |
1st year after the grant date |  | 100 | %
2nd year after the grant date |  | 95 | %
3rd year after the grant date |  | 90 | %
4th year after the grant date |  | 80 | %
5th year after the grant date |  | 70 | %
6th year after the grant date |  | 60 | %
7th year after the grant date |  | 50 | %
In case of retirement or death of the employee, the Company will render the buyer or his legal beneficiary, the fair market sales value as of the date of retirement or death of the shares effectively paid, net of costs and taxes. The stock based compensation expense for the nine months ended September 30, 2013 and 2012 and the unrecognized compensation expense as of September 30, 2013 and 2012 under this plan were as follows (in millions):
|  | 2013 |  | 2012 |
Stock based compensation expense |  | $ | 1.6 |  | $ | 1.6 |
Unrecognized compensation expense |  | $ | 2.6 |  | $ | 4.8 |
The unrecognized compensation expense under this plan is expected to be recognized over the remaining year and three month period. The following table presents the stock award activity of the Employee Stock Purchase Plan for the nine months ended September 30, 2013 and 2012:
|  | Shares |  | Unit Weighted Average Grant Date Fair Value |
Outstanding shares at January 1, 2013 |  | 6,955,572 |  | $ | 1.16 |
Granted |  | — |  | — |
Exercised |  | (2,396,354 | ) | 1.16 |
Forfeited |  | (31,159 | ) | 1.16 |
Outstanding shares at September 30, 2013 |  | 4,528,059 |  | $ | 1.16 |
Outstanding shares at January 1, 2012 |  | 7,270,341 |  | $ | 1.16 |
Granted |  | — |  | — |
Exercised |  | (208,199 | ) | 1.16 |
Forfeited |  | (94,339 | ) | 1.16 |
Outstanding shares at September 30, 2012 |  | 6,967,803 |  | $ | 1.16 |
During 2010, the Company offered to eligible employees a new stock purchase plan (the “New Employee Stock Purchase Plan”) through a trust that acquires series B shares of Grupo Mexico stock for sale to its employees, employees of subsidiaries, and certain affiliated companies. The purchase price was established at 26.51 Mexican pesos (approximately $2.05) for the initial subscription. The terms of the New Employee Stock Purchase Plan are similar to the terms of the Employee Stock Purchase Plan. The stock based compensation expense for the nine months ended September 30, 2013 and 2012 and the unrecognized compensation expense as of September 30, 2013 and 2012 under this plan were as follows (in millions):
|  | 2013 |  | 2012 |
Stock based compensation expense |  | $ | 0.4 |  | $ | 0.4 |
Unrecognized compensation expense |  | $ | 2.8 |  | $ | 3.4 |
The unrecognized compensation expense under this plan is expected to be recognized over the remaining five year and three month period. The following table presents the stock award activity of the New Employee Stock Purchase Plan for the nine months ended September 30, 2013 and 2012:
|  | Shares |  | Unit Weighted Average Grant Date Fair Value |
Outstanding shares at January 1, 2013 |  | 2,944,742 |  | $ | 2.05 |
Granted |  | 226,613 |  | 2.05 |
Exercised |  | (22,470 | ) | 2.05 |
Forfeited |  | (103,513 | ) | 2.05 |
Outstanding shares at September 30, 2013 |  | 3,045,372 |  | $ | 2.05 |
Outstanding shares at January 1, 2012 |  | 3,807,146 |  | $ | 2.05 |
Granted |  | — |  | — |
Exercised |  | (727,134 | ) | 2.05 |
Forfeited |  | (89,554 | ) | 2.05 |
Outstanding shares at September 30, 2012 |  | 2,990,458 |  | $ | 2.05 |

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- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section B -Paragraph 7, 11A -Chapter 1 -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 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 5 -Paragraph 15 -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 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 10: 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.(d),(e)) -URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 3, 4, 5, 6, 7, 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 20: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 21: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 22: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 23: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 + Details
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