SOUTHERN COPPER CORP/ - Quarter Report: 2017 June (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2017

 

or

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to

 

Commission File Number: 1-14066

 

 

SOUTHERN COPPER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (602) 264-1375

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.              Yes x             No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required  to submit and post such files).    Yes x      No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).       Yes o    No x

 

As of July 31, 2017 there were outstanding 773,027,269 shares of Southern Copper Corporation common stock, par value $0.01 per share.

 

 

Table of Contents

 

Southern Copper Corporation (“SCC”)

 

INDEX TO FORM 10-Q

 

		Page No.
Part I. Financial Information:
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Statements of Earnings for the three and six months ended June 30, 2017 and 2016	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016	4
	Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016	5
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2017 and 2016	6
	Notes to Condensed Consolidated Financial Statements	7-28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-46
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	47-48
Item 4.	Controls and procedures	49
	Report of Independent Registered Public Accounting Firm	50
Part II. Other Information:
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	51
Item 4.	Mine Safety Disclosures	51
Item 6.	Exhibits	52-54
	Signatures	55
	List of Exhibits
Exhibit 15	Independent Accountants’ Awareness Letter
Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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PART I — FINANCIAL INFORMATION

 

Item 1.  Condensed Consolidated Financial Statements

 

Southern Copper Corporation

 

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2017			2016			2017			2016
		(in millions, except per share amounts)
Net sales (including sales to related parties, see Note 7)		$	1,529.8		$	1,335.1		$	3,113.8		$	2,580.1
Operating costs and expenses:
Cost of sales (exclusive of depreciation, amortization and depletion shown separately below)		804.8			751.6			1,648.6			1,478.5
Selling, general and administrative		22.2			23.6			43.6			49.9
Depreciation, amortization and depletion		171.2			164.5			324.6			299.8
Exploration		5.7			10.3			10.8			20.7
Environmental remediation		—			—			(10.2		)	—
Total operating costs and expenses		1,003.9			950.0			2,017.4			1,848.9
Operating income		525.9			385.1			1,096.4			731.2
Interest expense		(89.2		)	(89.2		)	(194.9		)	(179.4		)
Capitalized interest		16.2			17.2			31.1			32.4
Other income (expense)		3.1			5.8			7.8			5.4
Interest income		1.3			2.0			2.2			4.2
Income before income taxes		457.3			320.9			942.6			593.8
Income taxes (including royalty taxes, see Note 4)		160.3			102.0			336.6			194.2
Net income before equity earnings of affiliate		297.0			218.9			606.0			399.6
Equity earnings of affiliate, net of income tax		3.5			3.6			9.7			8.7
Net income		300.5			222.5			615.7			408.3
Less: Net income attributable to the non-controlling interest		0.8			0.6			1.6			1.3
Net income attributable to SCC		$	299.7		$	221.9		$	614.1		$	407.0
Per common share amounts attributable to SCC:
Net earnings - basic and diluted		$	0.39		$	0.29		$	0.79		$	0.53
Dividends paid		$	0.12		$	0.05		$	0.20		$	0.08
Weighted average common shares outstanding - basic and diluted		773.0			773.7			773.0			773.8

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Southern Copper Corporation

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2017			2016			2017			2016
		(in millions)
Net income and comprehensive income		$	300.5		$	222.5		$	615.7		$	408.3
Comprehensive income attributable to the non-controlling interest		0.8			0.6			1.6			1.3
Comprehensive income attributable to SCC		$	299.7		$	221.9		$	614.1		$	407.0

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Southern Copper Corporation

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		June 30,			December 31,
		2017			2016
		(in millions)
ASSETS
Current assets:
Cash and cash equivalents		$	688.7		$	546.0
Restricted cash		—			3.6
Short-term investments		40.2			51.3
Accounts receivable trade		620.1			591.9
Accounts receivable other (including related parties 2017 - $74.0 and 2016 - $23.4)		123.0			76.6
Inventories		975.4			1,010.4
Prepaid taxes		155.1			249.4
Other current assets		42.2			36.9
Total current assets		2,644.7			2,566.1
Property and mine development, net		8,837.5			8,766.5
Ore stockpiles on leach pads		890.3			806.9
Intangible assets, net		146.8			154.2
Deferred income tax		759.5			727.3
Equity method investment		91.5			87.5
Other assets		145.0			125.8
Total assets		$	13,515.3		$	13,234.3
LIABILITIES
Current liabilities:
Accounts payable (including related parties 2017 - $98.6 and 2016 - $62.2)		$	548.3		$	584.2
Accrued income taxes		53.7			185.1
Accrued workers’ participation		84.4			125.4
Accrued interest		82.4			85.6
Other accrued liabilities		32.0			18.7
Total current liabilities		800.8			999.0
Long-term debt		5,955.6			5,954.2
Deferred income taxes		165.0			162.6
Other liabilities and reserves		38.9			31.1
Asset retirement obligation		222.8			216.5
Total non-current liabilities		6,382.3			6,364.4
Commitments and contingencies (Note 9)
STOCKHOLDERS’ EQUITY
Common stock		8.8			8.8
Additional paid-in capital		3.363.2			3,358.2
Retained earnings		5,914.3			5,455.3
Accumulated other comprehensive income		(2.4		)	(2.4		)
Treasury stock, at cost, common shares		(2,991.6		)	(2,987.6		)
Total Southern Copper Corporation stockholders’ equity		6,292.3			5,832.3
Non-controlling interest		39.9			38.6
Total equity		6,332.2			5,870.9
Total liabilities and equity		$	13,515.3		$	13.234.3

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Southern Copper Corporation

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2017			2016			2017			2016
		(in millions)
OPERATING ACTIVITIES
Net income		$	300.5		$	222.5		$	615.7		$	408.3
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation, amortization and depletion		171.2			164.5			324.6			299.8
Equity earnings of affiliate, net of dividends received		(1.2		)	(0.5		)	(4.0		)	(2.2		)
Gain (loss) on foreign currency transaction effect		21.7			(7.1		)	52.8			(8.1		)
Benefit for deferred income taxes		(24.0		)	(31.9		)	(40.6		)	(53.8		)
Other, net		1.2			7.1			7.6			13.8
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		49.5			43.3			(28.2		)	(28.5		)
Increase in inventories		(37.6		)	(54.4		)	(48.3		)	(146.3		)
Decrease in accounts payable and accrued liabilities		(195.1		)	(119.5		)	(123.4		)	(99.5		)
Decrease (increase) in other operating assets and liabilities		67.6			40.6			87.7			(54.7		)
Net cash provided by operating activities		353.8			264.6			843.9			328.8
INVESTING ACTIVITIES
Capital investments		(252.1		)	(341.6		)	(497.7		)	(564.9		)
Proceeds from sale of short-term investments, net		12.6			184.5			11.2			505.3
Loan repaid by related parties		—			36.4			—			36.4
Sale of property		0.7			0.4			1.1			1.2
Net cash used in investing activities		(238.8		)	(120.3		)	(485.4		)	(22.0		)
FINANCING ACTIVITIES
Cash dividends paid to common stockholders		(92.8		)	(38.7		)	(154.6		)	(61.9		)
Repurchase of common shares		—			—			—			(53.7		)
Other		0.3			0.3			0.3			0.3
Net cash used in financing activities		(92.5		)	(38.4		)	(154.3		)	(115.3		)
Effect of exchange rate changes on cash and cash equivalents		(32.5		)	(29.4		)	(61.5		)	(13.5		)
(Decrease) increase in cash and cash equivalents		(10.0		)	76.5			142.7			178.0
Cash and cash equivalents, at beginning of period		698.7			376.0			546.0			274.5
Cash and cash equivalents, at end of period		$	688.7		$	452.5		$	688.7		$	452.5

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Southern Copper Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 — DESCRIPTION OF THE BUSINESS:

 

The Company is a majority-owned, indirect subsidiary of Grupo Mexico S.A.B. de C.V. (“Grupo Mexico”). At June 30, 2017, Grupo Mexico through its wholly-owned subsidiary Americas Mining Corporation (“AMC”) owned 88.9% of the Company’s capital stock. The condensed consolidated financial statements presented herein consist of the accounts of Southern Copper Corporation (“SCC” or the “Company”), a Delaware corporation, and its subsidiaries. The Company is an integrated producer of copper and other minerals, and operates mining, smelting and refining facilities in Peru and Mexico. The Company conducts its primary operations in Peru through a registered branch (the “Peruvian Branch” or “Branch” or “SPCC Peru Branch”). The Peruvian Branch is not a corporation separate from the Company. The Company’s Mexican operations are conducted through subsidiaries. The Company also conducts exploration activities in Argentina, Chile, Ecuador, Mexico and Peru.

 

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to state fairly the Company’s financial position as of June 30, 2017 and the results of operations, comprehensive income and cash flows for the three and six months ended June 30, 2017 and 2016. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. The December 31, 2016 balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements at December 31, 2016 and notes included in the Company’s 2016 annual report on Form 10-K.

 

NOTE 2 — SHORT-TERM INVESTMENTS:

 

Short-term investments were as follows ($ in millions):

 

		At June 30,			At December 31,
		2017			2016
Trading securities		$	39.1		$	49.2
Weighted average interest rate		1.6		%	2.2		%
Available-for-sale		$	1.1		$	2.1
Weighted average interest rate		0.70		%	0.78		%
Total		$	40.2		$	51.3

 

Trading securities consist of bonds issued by public companies and are publicly traded. Each financial instrument is independent of the others. The Company has the intention to sell these bonds in the short-term.

 

Available-for-sale investments consist of securities issued by public companies. Each security is independent of the others and at June 30, 2017 and December 31, 2016, included corporate bonds and asset and mortgage backed obligations. As of June 30, 2017 and December 31, 2016, gross unrealized gains and losses on available-for-sale securities were not material.

 

Related to these investments the Company earned interest, which was recorded as interest income in the condensed consolidated statement of earnings. Also the Company redeemed some of these securities and recognized gains (losses) due to changes in fair value, which were recorded as other income (expense) in the condensed consolidated statement of earnings.

 

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The following table summarizes the activity of these investments by category (in millions):

 

		Three months ended						Six months ended
		June 30,						June 30,
		2017			2016			2017			2016
Trading securities:
Interest earned		$	0.2		$	0.3		$	0.4		$	0.7
Unrealized gain (loss) at the end of the period		$	(*	)	$	0.4		$	(0.1	)	$	0.4
Available-for-sale:
Interest earned		(*		)	(*		)	(*		)	(*		)
Investment redeemed		$	1.0		$	0.2		$	1.0		$	0.5

 

(*) Less than $0.1 million.

 

NOTE 3 - INVENTORIES:

 

Inventories were as follows:

 

(in millions)		At June 30, 2017			At December 31, 2016
Inventory, current:
Metals at average cost:
Finished goods		$	149.7		$	130.5
Work-in-process		159.0			231.6
Ore stockpiles on leach pads		313.3			310.9
Supplies at average cost:		353.4			337.4
Total current inventory		$	975.4		$	1,010.4
Inventory, non-current:
Ore stockpiles on leach pads		$	890.3		$	806.9

 

During the six months ended June 30, 2017 and 2016 total leaching costs capitalized as non-current inventory of ore stockpiles on leach pads amounted to $248.8 million and $238.5 million, respectively. Leaching inventories recognized in cost of sales amounted to $163.1 million and $157.5 million for the six months ended June 30, 2017 and 2016, respectively.

 

NOTE 4 — INCOME TAXES:

 

The income tax provision and the effective income tax rate for the first six months of 2017 and 2016 consisted of ($ in millions):

 

		2017			2016
Statutory income tax provision		$	289.1		$	175.5
Peruvian royalty		0.4			—
Mexican royalty		32.3			13.7
Peruvian special mining tax		14.8			5.0
Total income tax provision		$	336.6		$	194.2
Effective income tax rate		35.7		%	32.7		%

 

These provisions include income taxes for Peru, Mexico and the United States. In addition, a Mexican royalty tax, a portion of the Peruvian royalty tax and the Peruvian special mining tax are included in the income tax provision. The increase in the effective tax rate for the 2017 period from the same period of 2016 is primarily due to an increase in expected dividends from our Mexican subsidiaries.

 

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Peruvian income tax rate: In December 2016, the Peruvian Government enacted income tax law changes to both the income tax and dividend tax rate that became effective on January 1, 2017. The 2016 rates and the new rates are as follows:

 

Year		Income Tax Rate		Dividend Tax Rate
2016		28.0	%	6.8	%
2017 and later		29.5	%	5	%

 

Peruvian royalty and special mining tax: The mining royalty charge is based on operating income margins with graduated rates ranging from 1% to 12% of operating profits, with a minimum royalty charge assessed at 1% of net sales. If the operating income margin is 10% or less, the royalty charge is 1% and for each 5% increment in the operating income margin, the royalty charge rate increases by 0.75%, up to a maximum of 12%. The minimum royalty charge assessed at 1% of net sales is recorded as cost of sales and those amounts assessed against operating income are included in the income tax provision. The Company has accrued $10.4 million and $8.1 million of royalty charge in the first six months of 2017 and 2016, respectively, of which $0.4 million was included in income taxes in 2017; no amounts were included in income tax in the first six months of 2016.

 

The special mining tax is based on operating income and its rate ranges from 2% to 8.4%. It begins at 2% for operating income margin up to 10% and increases by 0.4% of operating income for each additional 5% of operating income until 85% of operating income is reached. The Company has accrued $14.8 million and $5.0 million of special mining tax as part of the income tax provision for the first six months of 2017 and 2016, respectively.

 

Mexican mining royalty: Mexico has a mining royalty charge of 7.5% on earnings before taxes as defined by Mexican tax regulations and an additional royalty charge of 0.5% over gross income from sales of gold, silver and platinum. The Company has accrued $32.3 million and $13.7 million of royalty taxes as part of the income tax provision for the first six months of 2017 and 2016, respectively.

 

Accounting for uncertainty in income taxes: In the second quarter and first six months of 2017, there were no changes in the Company’s uncertain tax positions.

 

NOTE 5 — PROVISIONALLY PRICED SALES:

 

At June 30, 2017, the Company has recorded provisionally priced sales of copper at average forward prices per pound, and molybdenum at the June 30, 2017 market price per pound. These sales are subject to final pricing based on the average monthly London Metal Exchange (“LME”), or New York Commodities Exchange (“COMEX”), copper prices and Dealer Oxide molybdenum prices in the future month of settlement.

 

Following are the provisionally priced copper and molybdenum sales outstanding at June 30, 2017:

 

		Sales volume (million lbs.)		Priced at (per pound)			Month of settlement
Copper		57.3		$	2.70		From July 2017 to September 2017
Molybdenum		11.5		$	7.18		From July 2017 to September 2017

 

The provisional sales price adjustment included in accounts receivable and net sales at June 30, 2017 includes a positive adjustment of $5.6 million for copper and a negative adjustment of $11.9 million for molybdenum.

 

Management believes that the final pricing of these sales will not have a material effect on the Company’s financial position or results of operations.

 

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NOTE 6 - ASSET RETIREMENT OBLIGATION:

 

The Company maintains an asset retirement obligation for its mining properties in Peru, as required by the Peruvian Mine Closure Law. In accordance with the requirements of this law the Company’s closure plans were approved by the Peruvian Ministry of Energy and Mines (“MINEM”). As part of the closure plans, the Company is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the asset retirement obligation. This law requires a review of closing plans every five years. Currently and for the near-term future, the Company has pledged the value of its Lima office complex as support for this obligation. The accepted value of the Lima office building, for this purpose, is $30.8 million. Through June 2017, the Company has provided guarantees of $26.9 million. The closure cost recognized for this liability includes the cost, as outlined in its closure plans, of dismantling the Toquepala and Cuajone concentrators, the Ilo smelter and refinery, and the shops and auxiliary facilities at the three units.

 

In 2010, the Company announced to the Mexican federal environmental authorities its closure plans for the copper smelter plant at San Luis Potosi. The Company initiated a program for plant demolition and soil remediation with a budget of $66.2 million, which has been spent through June 30, 2017. Plant demolition and construction of a confinement area at the south of the property were completed in 2012. In accordance with remediation goals previously approved by environmental authorities, soil remediation and on-site encapsulation on a second confinement area of impacted soils have been completed. Confirmation sampling was successfully completed. On September 2, 2016, the environmental authorities approved the conclusion of the remediation effort. The Company continues studying the possibilities for this property in order to decide whether to sell or develop the property. The overall cost recognized for mining closure in Mexico includes the estimated costs of dismantling concentrators, smelter and refinery plants, shops and other facilities. In 2016, the Company added $9.5 million related to the Quebalix IV closure plan, a project that is part of the Buenavista expansion.

 

The following table summarizes the asset retirement obligation activity for the six months ended June 30, 2017 and 2016 (in millions):

 

		2017			2016
Balance as of January 1		$	216.5		$	190.9
Changes in estimates		—			—
Payments		(0.3		)	(1.4		)
Accretion expense		6.6			13.9
Balance as of June 30,		$	222.8		$	203.4

 

NOTE 7 — RELATED PARTY TRANSACTIONS:

 

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.

 

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

 

		At June 30, 2017			At December 31, 2016
Related parties receivable current:
Asarco LLC		$	47.6		$	5.5
Boutique Bowling de Mexico S.A. de C.V.		0.1			0.1
Compania Perforadora Mexico S.A.P.I. de C.V. and affiliates		1.5			1.3
Grupo Mexico		4.8			4.5
Mexico Generadora de Energia S. de R.L. (“MGE”)		18.5			10.2
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates		1.2			1.5
Operadora de Cinemas S.A. de C.V.		0.3			0.2
Operadora de Generadoras de Energia Mexico S.A. de C.V.		—			0.1
		$	74.0		$	23.4

 

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		At June 30, 2017			At December 31, 2016
Related parties payable:
Asarco LLC		$	40.6		$	36.3
Boutique Bowling de Mexico S.A. de C.V.		0.3			0.2
Eolica El Retiro, S.A.P.I. de C.V.		0.7			0.1
Ferrocarril Mexicano S.A. de C.V.		3.1			3.0
Grupo Mexico		2.6			0.1
MGE		43.0			13.9
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates		7.7			7.8
Mexico Transportes Aereos S.A. de C.V. (“Mextransport”)		0.1			0.1
Operadora de Cinemas S.A. de C.V.		0.5			0.4
Breaker S.A. de C.V. and affiliates (“Breaker”)		—			0.3
		$	98.6		$	62.2

 

Purchase and sale activity:

 

Grupo Mexico and affiliates:

 

Grupo Mexico, the 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 and expects to continue requiring these services in the future.

 

The following table summarizes the purchase and sale activities with Grupo Mexico and its affiliates in the six months ended June 30, 2017 and 2016 (in millions):

 

		2017			2016
Purchase activity
Asarco LLC		$	19.6		$	14.8
Eolica El Retiro, S.A.P.I. de C.V.		2.0			1.0
Ferrocarril Mexicano S.A de C.V.		23.5			21.0
Grupo Mexico		6.9			6.9
MGE		118.9			108.7
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates		72.3			42.8
Total purchases		$	243.2		$	195.2
Sales activity
Asarco LLC		$	82.1		$	34.6
Compania Perforadora Mexico S.A.P.I. de C.V and affiliates		0.2			0.4
Grupo Mexico		0.2			0.3
MGE		49.4			50.1
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates		—			0.3
Total sales		$	131.9		$	85.7

 

In addition, in the second quarter of 2017, the Company made donations of $1.4 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 construction services provided by Mexico Proyectos y Desarrollo S.A. de C.V. and its affiliates. All of these companies are subsidiaries of Grupo Mexico.

 

The Company’s Mexican operations purchased scrap and other residual copper mineral from Asarco LLC, and power from MGE. Both companies are subsidiaries 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 4.4%. In the first quarter of 2012, Controladora de Infraestructura Energetica Mexico, S. A. de C. V., an indirect

 

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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. The remaining balance was restructured as subordinated debt of MGE. In the third quarter of 2016, MGE repaid the outstanding balance of the debt. Related to this loan, the Company recorded interest income of $3.1 million in the first six months of 2016.

 

In 2012, the Company signed a power purchase agreement with MGE, whereby MGE will supply some of the Company’s Mexican operations with power through 2032. MGE completed construction of its first power plant in June 2013 and the second plant, in the second quarter of 2014. These plants are natural gas-fired combined cycle power generating units, with a net total capacity of 516.2 megawatts. The first plant began supplying power to the Company in December 2013, and the second plant began to supply power in June 2015. MGE is supplying a portion of its power output to third-party energy users.

 

On August 4, 2014, Mexico Generadora de Energia Eolica S. de R.L. de C.V, an indirect subsidiary of Grupo Mexico, located in Oaxaca, Mexico, acquired Eolica el Retiro. Eolica el Retiro is a windfarm that has 37 wind turbines. This company started operations in January 2014 and started to sell power to IMMSA and other subsidiaries of Grupo Mexico in the third quarter of 2014. Eolica el Retiro is supplying approximately 28% of its power output to IMMSA.

 

The Company sold copper cathodes, rod and anodes, as well as sulfuric acid, silver, gold and lime to Asarco LLC. 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 Compania Perforadora Mexico S.A.P.I. de C.V., and for natural gas and services provided to MGE; all subsidiaries of Grupo Mexico.

 

Companies with relationships to the controlling group:

 

The following table summarizes the purchase and sales activities with other Larrea family companies in the six months ended June 30, 2017 and 2016 (in millions):

 

		2017			2016
Purchase activity
Boutique Bowling de Mexico S.A. de C.V.		$	0.1		$	0.2
Mextransport		0.4			1.0
Operadora de Cinemas S.A. de C.V.		0.1			0.3
Total purchases		$	0.6		$	1.5
Sales activity
Boutique Bowling de Mexico S.A. de C.V.		$	0.1		$	0.1
Mextransport		—			0.2
Operadora de Cinemas S.A. de C.V.		0.1			—
Total sales		$	0.2		$	0.3

 

The Larrea family controls a majority of the capital stock of Grupo Mexico, and has extensive interests in other businesses, including transportation, real estate and entertainment. 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, air transportation and entertainment.

 

The Company’s Mexican operations paid fees for entertainment services provided by Boutique Bowling de Mexico S.A de C.V. and Operadora de Cinemas S.A. de C.V. Both companies are controlled by the Larrea family.

 

MexTransport provides aviation services to the Company’s Mexican operations. This is a company controlled by the Larrea family.

 

In addition, the Company received fees for building rental and maintenance provided to Boutique Bowling de Mexico S.A. de C.V., and Operadora de Cinemas S.A. de C.V.

 

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Companies with relationships to SCC executive officers:

 

The following table summarizes the purchase activities with companies with relationships to SCC executive officers in the six months ended June 30, 2017 and 2016 (in millions):

 

		2017			2016
Breaker		$	(*	)	$	0.4
Higher Technology S.A.C.		—			0.6
Pigoba S.A. de C.V.		—			0.1
Servicios y Fabricaciones Mecanicas S.A.C.		0.2			0.2
Total purchases		$	0.2		$	1.3

 

(*) amount is lower than $0.1 million

 

In 2016, the Company purchased industrial materials from Breaker S.A. de C.V., Breaker Peru S.A.C., and Pigoba S.A. de C.V. in which the SCC´s Chief Executive Officer´s sons, Carlos Gonzalez and Alejandro Gonzalez; and son-in-law, Jorge Gonzalez, have a proprietary interest. Also, the Company purchased industrial material to Higher Technology S.A.C. and paid fees for maintenance services provided by Servicios y Fabricaciones Mecanicas S.A.C. Companies in which Carlos Gonzalez son of SCC´s Chief Executive Officer had a proprietary interest through June 6, 2016.

 

Equity Investment in Affiliate: The Company has a 44.2% participation in Compania Minera Coimolache S.A. (“Coimolache”), which it accounts for on the equity method. Coimolache owns Tantahuatay, a gold mine located in the northern part of Peru.

 

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

 

NOTE 8 — BENEFIT PLANS:

 

Post retirement defined benefit plans:

 

The Company has two noncontributory defined benefit pension plans covering former salaried employees in the United States and certain former expatriate employees in Peru. Effective October 31, 2000, the Board of Directors amended the qualified pension plan to suspend the accrual of benefits.

 

In addition, the Company’s Mexican subsidiaries have a defined contribution pension plan for salaried employees and a non-contributory defined benefit pension plan for union employees.

 

The components of net periodic benefit costs for the six months ended June 30, 2017 and 2016 are as follows (in millions):

 

		2017			2016
Service cost		$	0.4		$	0.4
Interest cost		0.7			0.5
Expected return on plan assets		(1.4		)	(1.3		)
Amortization of prior service cost (credit)		0.1			0.1
Amortization of net loss		0.1			0.1
Net periodic benefit costs		$	(0.1	)	$	(0.2	)

 

(*) amount is lower than $0.1 million

 

Post-retirement Health care plans:

 

United States: The Company adopted a post-retirement health care plan for retired salaried employees eligible for Medicare in 1996. The Company manages the plan and is currently providing health benefits to retirees. The plan is accounted for in accordance with ASC 715 “Compensation retirement benefits”.

 

In Mexico, health services are provided by the Mexican Social Security Institute.

 

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The components of net periodic benefit cost for the six months ended June 30, 2017 and 2016 are as follows (in millions):

 

		2017			2016
Interest cost		$	0.5		$	0.3
Amortization of net loss (gain)		(0.1		)	(0.2		)
Amortization of prior service cost (credit)		(*		)	(*		)
Net periodic benefit cost		$	0.4		$	0.1

 

(*) amount is lower than $0.1 million

 

NOTE 9 — COMMITMENTS AND CONTINGENCIES:

 

Environmental matters:

 

The Company has instituted extensive environmental conservation programs at its mining facilities in Peru and Mexico. The Company’s environmental programs include, among others, water recovery systems to conserve water and minimize the impact on nearby streams, reforestation programs to stabilize the surface of the tailings dams and the implementation of scrubbing technology in the mines to reduce dust emissions.

 

Environmental capital investments in the six months ended June 30, 2017 and 2016 were as follows (in millions):

 

		2017			2016
Peruvian operations		$	44.5		$	36.2
Mexican operations		35.8			69.5
		$	80.3		$	105.7

 

Peruvian operations: The Company’s operations are subject to applicable Peruvian environmental laws and regulations. The Peruvian government, through the Ministry of Environment (“MINAM”) conducts annual audits of the Company’s Peruvian mining and metallurgical operations. Through these environmental audits, matters related to environmental obligation, compliance with legal requirements, atmospheric emissions, effluent monitoring and waste management are reviewed. The Company believes that it is in material compliance with applicable Peruvian environmental laws and regulations. Peruvian law requires that companies in the mining industry provide assurances for future mine closure and remediation. In accordance with the requirements of this law, the Company’s closure plans were approved by MINEM. See Note 6 “Asset retirement obligation,” for further discussion of this matter. In accordance with the requirements of the law, in 2015 the Company submitted the closure plans for the Tia Maria project and for the Toquepala expansion. The process of review and approval of closure plans usually takes several months. In March 2016, MINEM approved the Mining Closure Plan for the Toquepala expansion project. The closure plan for the Tia Maria project is pending approval.

 

In 2008, the Peruvian government enacted environmental regulations establishing stringent air quality standards (“AQS”) for daily sulfur dioxide (“SO2”) in the air for the Peruvian territory. These regulations, as amended in 2013, recognized distinct zones/areas, as atmospheric basins. MINAM had established three atmospheric basins that required further attention to comply with the air quality standards. The Ilo basin was one of these three areas and the Company’s smelter and refinery are part of the area.

 

In June 2017, MINAM enacted a supreme decree which defines new AQS for daily sulfur dioxide and gaseous mercury for the Peruvian territory, as well as monthly lead in particulate matter (PM10), in order to adopt standards similar to comparable countries and conform them to the technical capabilities available in Peru, while ensuring the protection of public health. This decree also considers criteria established by the World Health Organization and establishes a mean 24-hour AQS equal to 250 micrograms per cubic meter (µg/m3) of SO2 to replace the current 24-hour AQS of 20 µg/m3 of SO2, effective since 2014. The decree also establishes a mean 24-hour AQS equal to 2 µg/m3 of gaseous mercury and a mean monthly AQS equal to 1.5 µg/m3 of lead in PM10.

 

The Company believes that these new AQS are appropriate for Peru and will allow Peruvian industry to be competitive with other countries. The Company has evaluated the potential impact of these new standards and expects that its adoption will not have a material impact on the financial position of the Company, as currently the Company maintains a significantly lower daily average level of µg/m3 of SO2, than those required by the new AQS.

 

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In addition, in June 2017, MINAM enacted a supreme decree which establishes new quality standards for water in the Peruvian territory. The Company has reviewed this decree and considers that its adoption will not have a material impact on its financial position.

 

In 2013, the Peruvian government enacted soil environmental quality standards (“SQS”) applicable to any existing facility or project that generates or could generate the risk of soil contamination in its area of operation or influence. In March 2014, MINAM issued a supreme decree, which establishes additional provisions for the gradual implementation of SQS. Under this rule the Company had twelve months to identify contaminated sites in and around its facilities and present a report of identified contaminated sites. This report was submitted to MINEM in April 2015. After a review of the report, MINEM should evaluate and issue a report to the Company, which will allow it to continue to the next phase. As of June 30, 2017, the Company is awaiting an official response from MINEM. Once notified by MINEM, the Company must prepare a characterization study to determine the depth, extent and physio-chemical composition of the contaminated areas and define an appropriate remediation plan and the time-frame for completion. In addition, the Company must submit for approval a Soil Decontamination Plan (SDP) within 24 months after being notified by the authority. This SDP must include remediation actions, a schedule and compliance deadlines. Also under this rule, if deemed necessary and given reasonable justification, the Company may request a one year extension for the decontamination plan.

 

Soil confirmation tests must be carried out after completion of decontamination actions (within the approved schedule) and results must be presented to authorities within 30 days after receiving such results. Non-compliance with this obligation or with decontamination goals will carry penalties, although no specific sanctions have been established yet. During compliance with this schedule, companies cannot be penalized for non-compliance with the SQS.

 

While the Company believes that there is a reasonable possibility that a potential loss contingency may exist, it cannot currently estimate the amount of the contingency. The Company believes that a reasonable determination of the loss will be possible once the characterization study and the SDP are substantially completed. At that time the Company will be in a position to estimate the remediation cost. Further, the Company does not believe that it can estimate a reasonable range of possible costs until the noted studies have substantially progressed and therefore is not be able to disclose a range of costs that is meaningful.

 

Mexican operations: The Company’s operations are subject to applicable Mexican federal, state and municipal environmental laws, to Mexican official standards, and to regulations for the protection of the environment, including regulations relating to water supply, water quality, air quality, noise levels and hazardous and solid waste.

 

The principal legislation applicable to the Company’s Mexican operations is the Federal General Law of Ecological Balance and Environmental Protection (the “General Law”), which is enforced by the Federal Bureau of Environmental Protection (“PROFEPA”). PROFEPA monitors compliance with environmental legislation and enforces Mexican environmental laws, regulations and official standards. It may also initiate administrative proceedings against companies that violate environmental laws, which in the most extreme cases may result in the temporary or permanent shutdown of non-complying facilities, the revocation of operating licenses and/or other sanctions or fines.

 

In 2011, the General Law was amended, giving an individual or entity the ability to contest administrative acts, including environmental authorizations, permits or concessions granted, without the need to demonstrate the actual existence of harm to the environment as long as it can be argued that the harm may be caused. In addition, in 2011, amendments to the Civil Federal Procedures Code (“CFPC”) were enacted. These amendments establish three categories of collective actions by means of which 30 or more people claiming injury derived from environmental, consumer protection, financial services and economic competition issues will be considered to be sufficient in order to have a legitimate interest to seek through a civil procedure restitution or economic compensation or suspension of the activities from which the alleged injury derived. The amendments to the CFPC may result in more litigation, with plaintiffs seeking remedies, including suspension of the activities alleged to cause harm.

 

In 2013, the Environmental Liability Federal Law was enacted. The law establishes general guidelines for actions to be considered to likely cause environmental harm. If a possible determination regarding harm occurs, environmental clean-up and remedial actions sufficient to restore environment to a pre-existing condition should be taken. Under this law, if restoration is not possible, compensation measures should be provided. Criminal penalties and monetary fines can be imposed under this law.

 

In 2014, an accidental spill of approximately 40,000 cubic meters of copper sulfate solution occurred at a Buenavista mine leaching pond. This solution reached the Bacanuchi River and the Sonora River. The Company took immediate actions to contain the spill, and to comply with all necessary legal requirements. The Company hired contractors including environmental specialists and assigned more than 1,200 of its own personnel to clean the river. In addition, the Company developed a service program to assist the residents of the Sonora River region.

 

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The National Water Commission, the Federal Commission for the Protection of Sanitary Risk and PROFEPA initiated administrative proceedings regarding the spill to determine possible environmental and health damages. On August 19, 2014, PROFEPA, as part of the administrative proceeding initiated after the spill, announced the filing of a criminal complaint against Buenavista del Cobre S.A. de C.V. (“BVC”), a subsidiary of the Company, in order to determine those responsible for the environmental damages. The Company is vigorously defending itself against this complaint. As of June 30, 2017, the case remains in the procedural stages and is pending resolution.

 

On September 15, 2014, the Company executed an administrative agreement with PROFEPA, providing for the submission of a remediation action plan to the Mexican Ministry of Environment and Natural Resources (Secretaria de Medio Ambiente y Recursos Naturales “SEMARNAT”). The general remediation program submitted to SEMARNAT was approved on January 6, 2015.

 

The Company also created a trust with a Mexican development bank, acting as a Trustee to support environmental remedial actions in connection with the spill, to comply with the remedial action plan and to compensate those persons adversely affected by the spill. The Company committed up to two billion Mexican pesos (approximately $150 million). A technical committee for the trust was created with representatives from the federal government, the Company and specialists assisted by a team of environmental experts to ensure the proper use of the funds. Along with the administrative agreement executed with PROFEPA, the trust served as an alternative mechanism for dispute resolution to mitigate public and private litigation risks.

 

On December 1, 2016, SEMARNAT issued its final resolution which held that all remediation actions contained in the Remediation Plan, as approved by the same authority, had been fully fulfilled and that all requirements had been complied with, except for biological monitoring activities at the Sonora River that will be continued until the first semester of 2019 pursuant to such Plan. On January 26, 2017, PROFEPA issued its final resolution under which it declared all mitigation actions completed and its investigation closed. In light of the above, the Company has obtained all necessary formal rulings from SEMARNAT and PROFEPA. On February 7, 2017, the Company closed the trust. In addition, as a result of this process, $10.2 million of excess provision was reversed in the first quarter of 2017. The total expense recorded for this accident in 2014 and 2015 was $136.4 million. Therefore, this matter is closed.

 

Through the first half of 2015, six collective action lawsuits were filed in federal courts in Mexico City and Sonora against two subsidiaries of the Company seeking economic compensation, clean up and remedial activities in order to restore the environment to its pre-existing conditions. Four of the collective action lawsuits have been dismissed by the court. The plaintiffs in the two remaining lawsuits are: Acciones Colectivas de Sinaloa, A.C. which established two collective actions (one of which was dismissed on September 26, 2016); and Ana Luisa Salazar Medina et al. which has been granted a collective action certification. The remaining plaintiffs have requested cautionary measures on the construction of facilities for the monitoring of public health services and the prohibition of the closure of the Río Sonora Trust.

 

Similarly, during 2015, eight civil action lawsuits were filed against BVC in the state courts of Sonora seeking damages for alleged injuries and for moral damages as a consequence of the spill. The plaintiffs in the state court lawsuits are: Jose Vicente Arriola Nunez et al; Santana Ruiz Molina et al; Andres Nogales Romero et al; Teodoro Javier Robles et al; Gildardo Vasquez Carvajal et al; Rafael Noriega Souffle et al; Grupo Banamichi Unido de Sonora El Dorado, S.C. de R.L. de C.V; and Marcelino Mercado Cruz. In 2016, three additional civil action lawsuits, claiming the same damages, were filed by Juan Melquicedec Lebaron; Blanca Lidia Valenzuela Rivera et al and Ramona Franco Quijada et al. In 2017, BVC was served with twenty eight additional civil action lawsuits, claiming the same damages. Those lawsuits were filed by Francisco Javier Molina Peralta et al; Anacleto Cohen Machini et al; Francisco Rafael Alvarez Ruiz et al; Jose Alberto Martinez Bracamonte et al; Gloria del Carmen Ramirez Duarte et al; Flor Margarita Sabori et al; Blanca Esthela Ruiz Toledo et al; Julio Alfonso Corral Domínguez et al; Maria Eduwiges Bracamonte Villa et al; Francisca Marquez Dominguez et al; Jose Juan Romo Bravo et al; Jose Alfredo Garcia Leyva et al; Gloria Irma Dominguez Perez et al; Maria del Refugio Romero et al; Miguel Rivas Medina et al; Yolanda Valenzuela Garrobo et al; Maria Elena Garcia Leyva et al; Manuel Alfonso Ortiz Valenzuela et al; Francisco Alberto Arvayo Romero et al; Maria del Carmen Villanueva Lopez et al; Manuel Martin Garcia Salazar; Miguel Garcia Arguelles et al; Dora Elena Rodriguez Ochoa et al; Honora Eduwiges Ortiz Rodriguez et al; Francisco Jose Martinez Lopez et al; Maria Eduwiges Lopez Bustamante; Rodolfo Barron Villa et al and Jose Carlos Martinez Fernandez et al.

 

During 2015, four constitutional lawsuits (juicios de amparo) were filed before Federal Courts against various authorities and against a subsidiary of the Company, arguing; (i) the alleged lack of a waste management program approved by SEMARNAT; (ii) the alleged lack of a remediation plan approved by SEMARNAT with regard to the August 2014 spill; (iii) the alleged lack of community approval regarding the environmental impact authorizations granted by SEMARNAT to one subsidiary of the Company; and (iv) the alleged inactivity of the authorities with regard of the spill in August 2014. The plaintiffs of those lawsuits are: Francisca Garcia Enriquez, et al which established two lawsuits, Francisco Ramon Miranda, et al and Jesus David

 

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Lopez Peralta et al. During the third quarter of 2016, three additional constitutional lawsuits, claiming same damages were filed by Maria Elena Heredia Bustamante et al; Martin Eligio Ortiz Gamez et al; and Maria de los Angeles Enriquez Bacame et al.

 

It is not currently possible to determine the extent of the damages sought in these state and federal lawsuits but the Company considers that these lawsuits are without merit. Accordingly, the Company is vigorously defending against them. Nevertheless, the Company considers that none of the legal proceedings resulting from the spill, individually or in the aggregate, would have a material effect on its financial position or results of operations.

 

The Company believes that all of its facilities in Peru and Mexico are in material compliance with applicable environmental, mining and other laws and regulations.

 

The Company also believes that continued compliance with environmental laws of Mexico and Peru will not have a material adverse effect on the Company’s business, properties, result of operations, financial condition or prospects and will not result in material capital investments.

 

Litigation matters:

 

The “Virgen Maria” Mining Concessions of the Tia Maria Mining Project

 

The Tia Maria project includes various mining concessions, totaling 32,989.64 hectares. One of the concessions is the “Virgen Maria” mining concession totaling 943.72 hectares or 2.9% of the total mining concessions.

 

Related to the “Virgen Maria” mining concessions, in August 2009, a lawsuit was filed against SCC’s Branch by the former stockholders of Exploraciones de Concesiones Metalicas S.A.C. (“Excomet”). The plaintiffs allege that the acquisition of Excomet’s shares by the Branch is null and void because the $2 million purchase price paid by the Branch for the shares of Excomet was not fairly negotiated by the plaintiffs and the Branch. In 2005, the Branch acquired the shares of Excomet after lengthy negotiations with the plaintiffs, and after the plaintiffs, which were all the stockholders of Excomet, approved the transaction in a general stockholders’ meeting. Excomet was at the time owner of the “Virgen Maria” mining concession. In October 2011, the civil court dismissed the case on the grounds that the claim had been barred by the statute of limitations. On appeal by the plaintiffs, the superior court reversed the lower court’s decision and remanded it to the lower court for further proceedings. In August 2015, the lower court dismissed the case on the grounds that the plaintiffs had not proven the alleged unfairness of the negotiations. The plaintiffs appealed this resolution before the Superior Court. In September 2016, the Superior Court confirmed the lower court’s resolution and the plaintiffs filed an extraordinary appeal in order to have the case reviewed by the Supreme Court. As of June 30, 2017, the case remains pending resolution without further developments.

 

The Company asserts that this lawsuit is without merit and is vigorously defending against it. Additionally, the amount of this contingency cannot be reasonably estimated by management at this time.

 

The Tia Maria Mining Project

 

There are five lawsuits filed against the Peruvian Branch of the Company related to the Tia Maria project. The lawsuits seek (i) to declare null and void the resolution which approved the Environmental Impact Assessment of the project; (ii) the cancellation of the project and the withdrawal of mining activities in the area and (iii) to declare null and void the mining concession application of the Tia Maria project. The lawsuits were filed by Messrs. Jorge Isaac del Carpio Lazo (filed May 22, 2015), Ernesto Mendoza Padilla (filed May 26, 2015), Juan Alberto Guillen Lopez (filed June 18, 2015), Hernan Raul Hatamare Hual (filed August 6, 2015) and Nicolas Belfiore Nicolini (filed November 13, 2015).

 

The del Carpio Lazio case was rejected by the court of first instance on November 14, 2016. The Plaintiff filed an appeal before the Superior Court on January 3, 2017. As of June 30, 2017, the case remains pending resolution without further developments.

 

The Mendoza Padilla case was rejected by the lower court on July 8, 2015. This ruling was confirmed by the Superior Court on June 14, 2016. On July 12, 2016, the case was appealed before the Constitutional Court. As of June 30, 2017, the case remains pending resolution without further developments.

 

In the Belfiore Nicolini case, the court ruled partially in favor of the plaintiff. However, the Company filed an appeal to challenge said decision. As of June 30, 2017, the case remains pending resolution without further developments.

 

The Guillen Lopez case is currently before the lower court. As of June 30, 2017, the case remains pending resolution without further developments.

 

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On October 3, 2016 the lower court ruled that the Hatamare Hual case had expired and declared the case concluded. The plaintiff has not filed an appeal before the Superior Court. On November 16, 2016, the Company´s Peruvian Branch requested that the case be closed.

 

The potential contingency amount for these cases cannot be reasonably estimated by management at this time.

 

Special Regional Pasto Grande Project (“Pasto Grande Project”)

 

In 2012, the Pasto Grande Project, an entity of the Regional Government of Moquegua, filed a lawsuit against SCC’s Peruvian Branch alleging property rights over a certain area used by the Peruvian Branch and seeking the demolition of the tailings dam where SCC’s Peruvian Branch has deposited its tailings from the Toquepala and Cuajone operations since 1995. The Peruvian Branch has had title to use the area in question since 1960 and has constructed and operated the tailing dams with proper governmental authorization, since 1995. SCC’s Peruvian Branch asserts that the lawsuit is without merit and is vigorously defending against it. Upon a motion filed by the Peruvian Branch, the lower court has included MINEM as a defendant in this lawsuit. MINEM has answered the complaint and denied the validity of the claim. As of June 30, 2017, the case remains pending resolution without further developments. The amount of this contingency cannot be reasonably estimated by management at this time.

 

Carla Lacey and Barbara Siegfried, on behalf of themselves and all other similarly situated stockholders of Southern Copper Corporation, and derivatively on behalf of Southern Copper Corporation

 

A purported class action derivative lawsuit filed in the Delaware Court of Chancery was served on the Company and its Directors in February 2016 relating to the 2012 capitalization of 99.999% of MGE by Controladora de Infraestructura Energetica Mexico, S.A. de C.V., an indirect subsidiary of Grupo Mexico (the “CIEM Capitalization”), the Company’s entry into a power purchase agreement with MGE in 2012 (the “MGE Power Purchase Agreement”), and the 2012 restructuring of a loan from the Company’s Mexican Operations to MGE for the construction of two power plants to supply power to the Company’s Mexican operations (the “MGE Loan Restructuring”). The action purports to be brought on behalf of the Company and its common stockholders. The complaint alleges, among other things, that the CIEM Capitalization, the MGE Power Purchase Agreement and the MGE Loan Restructuring were the result of breaches of fiduciary duties and the Company’s charter. The Company has filed a response denying these allegations and is currently in the discovery process.

 

Labor matters:

 

Peruvian operations: 71% of the Company’s 4,569 Peruvian employees were unionized at June 30, 2017. Currently, there are five separate unions, one large union and four smaller unions. In the first quarter of 2016, the Company signed three-year agreements with all five unions. These agreements include, among other things, annual salary increases of 5% for each of the three years.

 

In April 2017, the unified labor union of SPCC workers and one of Toquepala’s unions began a strike, demanding a review of certain health and profit sharing benefits. The strike ended after 12 days. The Company estimates a loss of approximately 1,400 tons of copper production.

 

Mexican operations: In recent years, the Mexican operations have experienced a positive improvement of their labor environment, as its workers opted to change their affiliation from the Sindicato Nacional de Trabajadores Mineros, Metalurgicos y Similares de la Republica Mexicana (the “National Mining Union”) to other less politicized unions.

 

However, the workers of the San Martin and Taxco mines, are still under the National Mining Union and have been on strike since July 2007. On December 10, 2009, a federal court confirmed the legality of the San Martin strike. In order to recover the control of the San Martin mine and resume operations, the Company filed a court petition on January 27, 2011 requesting that the court, among other things, define the termination payment for each unionized worker. The court denied the petition alleging that, according to federal labor law, the union was the only legitimate party to file such petition. On appeal by the Company, on May 13, 2011, the Mexican federal tribunal accepted the petition. In July 2011, the National Mining Union appealed the favorable court decision before the Supreme Court. On November 7, 2012, the Supreme Court affirmed the decision of the federal tribunal. The Company filed a new proceeding before the labor court on the basis of the Supreme Court decision, which recognized the right of the labor court to define responsibility for the strike and the termination payment for each unionized worker. A favorable decision of the labor court in this new proceeding would have the effect of terminating the protracted strike at San Martin. As of June 30, 2017, the case remains pending resolution without further developments.

 

In the case of the Taxco mine, following the workers refusal to allow exploration of new reserves, the Company commenced litigation seeking to terminate the labor relationship with workers at the mine (including termination of the related collective

 

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