Edgar Filing: SOUTHERN COPPER CORP/

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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: March 31, 2018

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)

Delaware		13-3849074
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1440 East Missouri Avenue Suite 160 Phoenix, AZ		85014
(Address of principal executive offices)		(Zip Code)

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 April 26, 2018 there were outstanding 773,028,469 shares of Southern Copper Corporation common stock, par value $0.01 per share.

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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 months ended March 31, 2018 and 2017	3

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017	4

	Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017	6

	Notes to Condensed Consolidated Financial Statements	7-29

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30-43

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	44-45

Item 4.	Controls and procedures	46

	Report of Independent Registered Public Accounting Firm	47

Part II. Other Information:

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	48

Item 4.	Mine Safety Disclosures	48

Item 6.	Exhibits	49-51

	Signatures	52

	List of Exhibits	53-55

Exhibit 15	Independent Accountants’ Awareness Letter	1

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1

Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1

Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	1

Exhibit 32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	1

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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
	March 31,
	2018			2017
	(in millions, except per share amounts)
Net sales (including sales to related parties, see Note 7)	$	1,841.1		$	1,583.9

Operating costs and expenses:
Cost of sales (exclusive of depreciation, amortization and depletion shown separately below)	876.5			843.8
Selling, general and administrative	24.1			21.4
Depreciation, amortization and depletion	162.0			153.4
Exploration	5.2			5.1
Environmental remediation	—			(10.2		)
Total operating costs and expenses	1,067.8			1,013.5

Operating income	773.3			570.4

Interest expense	(90.3		)	(105.7		)
Capitalized interest	21.1			14.9
Other income (expense)	(2.3		)	4.8
Interest income	2.6			0.9
Income before income taxes	704.4			485.3

Income taxes (including royalty taxes, see Note 4)	236.6			176.2
Net income before equity earnings of affiliate	467.8			309.1
Equity earnings of affiliate, net of income tax	4.1			6.2

Net income	471.9			315.3

Less: Net income attributable to the non-controlling interest	1.2			0.9

Net income attributable to SCC	$	470.7		$	314.4

Per common share amounts attributable to SCC:
Net earnings - basic and diluted	$	0.61		$	0.41
Dividends paid	$	0.30		$	0.08
Weighted average shares outstanding - basic and diluted	773.0			773.0

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
	March 31,
	2018		2017
	(in millions)
Net income and comprehensive income	$	471.9	$	315.3
Comprehensive income attributable to the non-controlling interest	1.2		0.9
Comprehensive income attributable to SCC	$	470.7	$	314.4

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)

	March 31,			December 31,
	2018			2017
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1,068.2		$	1,004.8
Short-term investments	56.5			50.5
Accounts receivable trade	873.9			890.6
Accounts receivable other (including related parties 2018 - $66.1 and 2017 - $26.1)	135.8			85.8
Inventories	1,049.8			1,041.9
Prepaid taxes	114.6			85.5
Other current assets	18.4			11.0
Total current assets	3,317.2			3,170.1

Property and mine development, net	9,118.5			9,099.6
Ore stockpiles on leach pads	1,028.9			977.4
Intangible assets, net	153.1			152.5
Deferred income tax	186.8			164.9
Equity method investment	100.0			99.7
Other assets	133.6			115.9
Total assets	$	14,038.1		$	13,780.1

LIABILITIES
Current liabilities:
Accounts payable (including related parties 2018 - $58.9 and 2017 - $90.1)	$	640.0		$	659.8
Accrued income taxes	180.0			226.4
Accrued workers’ participation	197.0			176.9
Accrued interest	133.1			83.9
Other accrued liabilities	29.7			21.3
Total current liabilities	1,179.8			1,168.3

Long-term debt	5,957.8			5,957.1
Deferred income taxes	38.4			38.5
Non-current taxes payable	207.1			207.1
Other liabilities and reserves	45.1			37.2
Asset retirement obligation	220.5			222.5
Total non-current liabilities	6,468.9			6,462.4

Commitments and contingencies (Note 9)

STOCKHOLDERS’ EQUITY
Common stock	8.8			8.8
Additional paid-in capital	3,380.1			3,373.3
Retained earnings	5,965.0			5,726.2
Accumulated other comprehensive income	0.5			0.5
Treasury stock, at cost, common shares	(3,007.6		)	(3,001.1		)
Total Southern Copper Corporation stockholders’ equity	6,346.8			6,107.7
Non-controlling interest	42.6			41.7
Total equity	6,389.4			6,149.4

Total liabilities and equity	$	14,038.1		$	13.780.1

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)

	3 Months Ended
	March 31,
	2018			2017
	(in millions)
OPERATING ACTIVITIES

Net income	$	471.9		$	315.3

Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation, amortization and depletion	162.0			153.4
Equity earnings of affiliate, net of dividends received	(0.3		)	(2.8		)
Loss on foreign currency transaction effect	26.4			31.1
Benefit from deferred income taxes	(23.9		)	(16.8		)
Other, net	(1.2		)	6.5

Change in operating assets and liabilities:
Decrease (increase) in accounts receivable	16.7			(77.7		)
(Increase) in inventories	(59.4		)	(10.7		)
Increase in accounts payable and accrued liabilities	83.4			71.7
(Decrease) increase in other operating assets and liabilities	(25.8		)	20.1
Net cash provided by operating activities	649.8			490.1

INVESTING ACTIVITIES
Capital investments	(295.7		)	(245.6		)
(Purchase of) proceeds from short-term investments, net	(6.0		)	(1.4		)
Proceeds from sale of property	0.3			0.4
Net cash used in investing activities	(301.4		)	(246.6		)

FINANCING ACTIVITIES
Cash dividends paid to common stockholders	(231.9		)	(61.8		)
Other	(0.9		)	—
Net cash used in financing activities	(232.8		)	(61.8		)

Effect of exchange rate changes on cash and cash equivalents	(52.2		)	(29.0		)

Net increase in cash and cash equivalents	63.4			152.7
Cash and cash equivalents at beginning of period	1,004.8			546.0
Cash and cash equivalents at end of period	$	1,068.2		$	698.7

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 March 31, 2018, 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 March 31, 2018 and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. The December 31, 2017 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, 2017 and notes included in the Company’s 2017 annual report on Form 10-K.

NOTE 2 — SHORT-TERM INVESTMENTS:

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

	At March 31,			At December 31,
	2018			2017
Trading securities	$	55.6		$	49.5
Weighted average interest rate	1.9		%	1.8		%

Available-for-sale	$	0.9		$	1.0
Weighted average interest rate	0.7		%	0.7		%
Total	$	56.5		$	50.5

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 March 31, 2018 and December 31, 2017, included corporate bonds and asset and mortgage backed obligations. As of March 31, 2018 and December 31, 2017, 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 March 31,
	2018			2017
Trading:
Interest earned	$	0.1		$	0.2
Unrealized (loss) gain at the end of the period	$	(0.1	)	$	(0.1	)

Available-for-sale:
Interest earned	(*		)	(*		)
Investment redeemed	$	0.1		$	(*	)

(*) Less than $0.1 million.

NOTE 3 - INVENTORIES:

Inventories were as follows:

(in millions)	At March 31, 2018		At December 31, 2017

Inventory, current:
Metals at average cost:
Finished goods	$	59.3	$	48.8
Work-in-process	308.9		308.0
Ore stockpiles on leach pads	316.5		320.9
Supplies at average cost:	365.1		364.2
Total current inventory	$	1,049.8	$	1,041.9

Inventory, non-current:
Ore stockpiles on leach pads	$	1,028.9	$	977.4

In the first quarter 2018 and 2017, total leaching costs capitalized as non-current inventory of ore stockpiles on leach pads amounted to $126.5 million and $120.8 million, respectively. Leaching inventories recognized in cost of sales amounted to $79.5 million and $82.1 million for the first quarter 2018 and 2017, respectively.

NOTE 4 — INCOME TAXES:

The income tax provision and the effective income tax rate for the first quarter 2018 and 2017 consisted of ($ in millions):

	2018			2017
Statutory income tax provision	$	212.3		$	148.5
Peruvian royalty	1.7			0.4
Mexican royalty	16.1			21.4
Peruvian special mining tax	6.5			5.9
Income tax provision	$	236.6		$	176.2

Effective income tax rate	33.6		%	36.3		%

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 decrease in the effective tax rate for the first quarter of 2018 from the same period in the prior year is primarily due to the U.S. Tax Cuts and Jobs Act enacted in December 2017, which cause dividends from the Company’s Mexican subsidiary to no longer be taxed in the U.S.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. Changes under the Act include, among others, a decrease in the corporate tax rate from 35% to 21%, the transition of the U.S. taxation of international operation from a worldwide system to a quasi-territorial system, a one-time transition tax on the mandatory deemed repatriation of cumulative

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foreign earnings as of December 31, 2017, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, and a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations. As reported in detail in the Company’s annual report on Form 10-K for the year ended December 31, 2017, these tax law changes accounted for a provisional non-cash tax expense adjustment of $785.9 million in 2017. There have been no material changes to the provisional amounts recorded in the last quarter of 2017.

Recognizing that public reporting entities would not have sufficient time and resources to properly analyze all the provisions of the Act, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance on the accounting for the impact of the Act. The focus of SAB 118 is what to do when an entity does not have the necessary information available, analyzed or prepared in reasonable detail to complete the accounting pursuant to the guidelines of ASC 740 Income Taxes.

The Company adopted SAB 118 and accordingly, its accounting for the effect of the Act is based on reasonable estimates, which can require additional adjustment throughout the one year measurement period commencing on December 22, 2017. As more information becomes available, the Company will continue to review whether changes are necessary to the provisional amounts recorded in 2017. The ultimate impact of the Act may differ from these provisional amounts, possibly materially. After the Company files its 2017 U.S. federal income tax return and finalizes certain tax positions it will conclude whether further adjustments are required to its net deferred tax assets or liabilities, current year foreign tax credits and any liability associated with the one-time mandatory tax on the repatriation of foreign earnings.

Two new taxes became effective as of January 1, 2018: the Global Intangible Low Tax Income or GILTI tax and the Base Erosion Anti-Abuse Tax or BEAT. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company’s current analysis of the tax on the GILTI inclusion indicates that the Company could be subject to this additional tax for 2018. However, the estimated tax impact was not material to the quarter. Future U.S. inclusions in taxable income related to GILTI depends on a number of different aspects of the Company’s estimated future results of global operations. The Company is not yet able to reasonably estimate the long-term effects of this provision of the Act, and accordingly has not recorded any potential deferred tax effects related to GILTI in its financial statements. Additionally, the Company not made a policy decision regarding whether to record deferred taxes on GILTI or to use the period cost method.

The BEAT tax rate is 5% for tax years beginning in 2018 (10% for 2019 through 2025, and 12.5% for tax years beginning after 2025) and is calculated on a base equal to the Company’s income determined without the tax benefit arising from base erosion payments. The erosion payments are a specifically defined set of deductible expenses. Provisional estimates indicate that the Company will not likely be subject to the BEAT in 2018.

The Company is still in the process of analyzing the provisions of these taxes and the effect they may or may not have on future results and financial reporting. The issuance of future administrative guidance may further clarify the interpretation of the new law.

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 $7.1 million and $5.5 million of royalty charge in the first quarter 2018 and 2017, respectively, of which $1.7 million and $0.4 million were included in income taxes in 2018 and 2017, respectively.

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 $6.5 million and $5.9 million of special mining tax as part of the income tax provision for the first quarter 2018 and 2017, 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 $16.1 million and $21.4 million of royalty taxes as part of the income tax provision for the first quarter 2018 and 2017, respectively. In the first quarter of 2018, the Company has paid $87.7 million for year 2017 mining royalty.

Accounting for uncertainty in income taxes: In the first quarter of 2018, there were no changes in the Company’s uncertain tax positions.

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NOTE 5 —REVENUE RECOGNITION:

On January 1, 2018, the Company adopted FASB Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers. Upon adoption by the Company, no cumulative effect adjustment was required to be recognized, as the adoption of the standard has not resulted in a change to the way the Company recognizes its revenue.

The Company’s net sales were $1,841.1 million in the three months ended March 31, 2018, compared to $1,583.9 million in the same period of 2017. The geographic breakdown of the Company’s sales is as follows (in millions):

	Three Months Ended March 31, 2018
	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate & Elimination			Consolidated
The Americas:
Mexico	$	368.8	$	111.3	$	—	$	(19.6	)	$	460.5
United States	248.4		5.0		41.5		—			294.9
Peru	—		—		93.5		—			93.5
Brazil	—		12.6		62.9		—			75.5
Chile	—		—		36.0		—			36.0
Other American countries	12.6		0.8		1.0		—			14.4
Europe:
Switzerland	82.3		9.2		43.8		—			135.3
Italy	8.3		5.5		82.2		—			96.0
Spain	44.5		—		—		—			44.5
Other European countries	51.8		4.6		25.7		—			82.1
Asia:
Singapore	143.9		—		132.5		—			276.4
Japan	44.2		—		115.2		—			159.4
Other Asian countries	63.8		0.2		8.6		—			72.6
Total	$	1,068.6	$	149.2	$	642.9	$	(19.6	)	$	1,841.1

	Three Months Ended March 31, 2017
	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate & Elimination			Consolidated
The Americas:
Mexico	$	300.5	$	88.5	$	—	$	(20.6	)	$	368.4
United States	266.6		11.7		22.1		—			300.4
Peru	—		0.5		87.4		—			87.9
Brazil	—		11.9		45.5		—			57.4
Chile	—		—		33.2		—			33.2
Other American countries	16.8		1.0		6.2		—			24.0
Europe:
Switzerland	91.3		3.3		2.5		—			97.1
Italy	5.8		5.1		76.7		—			87.6
Spain	30.2		—		—		—			30.2
Other European countries	50.2		7.2		18.7		—			76.1
Asia:
Singapore	141.6		1.5		135.5		—			278.6
Japan	26.4		—		89.1		—			115.5
Other Asian countries	22.8		0.1		4.6		—			27.5
Total	$	952.2	$	130.8	$	521.5	$	(20.6	)	$	1,583.9

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The following table presents information regarding the sales value by reporting segment of the Company’s significant products for the three months ended March 31, 2018 and 2017 (in millions):

	Three Months Ended March 31, 2018
	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate & Elimination			Consolidated
Copper	$	909.4	$	11.2	$	564.0	$	(11.2	)	$	1,473.4
Molybdenum	91.0		—		45.3		—			136.3
Zinc	—		95.0		—		(0.1		)	94.9
Silver	42.6		20.6		15.4		(7.5		)	71.1
Other	25.6		22.4		18.2		(0.8		)	65.4
Total	$	1,068.6	$	149.2	$	642.9	$	(19.6	)	$	1,841.1

	Three Months Ended March 31, 2017
	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate & Elimination			Consolidated
Copper	$	828.2	$	10.9	$	457.6	$	(10.9	)	$	1,285.8
Molybdenum	53.9		—		38.9		—			92.8
Zinc	—		79.3		—		(0.3		)	79.0
Silver	47.5		19.7		14.0		(7.4		)	73.8
Other	22.6		20.9		11.0		(2.0		)	52.5
Total	$	952.2	$	130.8	$	521.5	$	(20.6	)	$	1,583.9

The following table presents information regarding the opening and closing balances of receivables by reporting segment of the Company for the three months ended March 31, 2018 (in millions):

	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate & Elimination		Consolidated
As of March 31, 2018:
Trade receivables	$	539.7	$	71.7	$	262.5	$	—	$	873.9
Related parties	58.1		—		—		$	8.0	$	66.1

As of December 31, 2017:
Trade receivables	$	556.2	$	79.7	$	254.7	$	—	$	890.6
Related parties	18.0		—		—		8.1		26.1

Provisionally priced sales: At March 31, 2018, the Company has recorded provisionally priced sales of copper at average forward prices per pound, and molybdenum at the March 31, 2018 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 March 31, 2018:

	Sales volume (million lbs.)	Priced at (per pound)		Month of settlement
Copper	45.5	$	3.02	From April 2018 to June 2018
Molybdenum	9.4	$	12.63	From April 2018 to June 2018

The provisional sales price adjustment included in accounts receivable and net sales at March, 31, 2018 includes positive adjustments of $0.1 million and $6.4 million for copper and molybdenum, respectively.

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 $36.9 million. Through March 2018, the Company has provided guarantees of $32.3 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 March 2016, MINEM approved the Mining Closure Plan for the Toquepala expansion project. The closure plan for the Tia Maria project was approved in February 2017. The Company, however, has not recorded a retirement obligation for the project as the construction permit has not been received, and work on the project is on hold. The Company believes that under these circumstances the recording of a retirement obligation is not appropriate. In accordance with requirements of Peruvian law, the Company in December 2017 and February 2018, submitted to MINEM revised closure plans for the Cuajone mine and the Ilo facilities respectively, which at March 31, 2018 are pending approval. As a result of these new estimates, the Company has reduced the asset retirement obligation by $11.6 million in December 2017 and $5.2 million in the first quarter of 2018.

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 March 31, 2018. 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.

The following table summarizes the asset retirement obligation activity for the three months ended March 31, 2018 and 2017 (in millions):

	2018			2017
Balance as of January 1	$	222.5		$	216.5
Changes in estimates	(5.2		)	—
Payments	—			(0.3		)
Accretion expense	3.2			6.1
Balance as of March 31,	$	220.5		$	222.3

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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 March 31, 2018		At December 31, 2017
Related parties receivable current:
Grupo Mexico and affiliates:
Mexico Generadora de Energia, S. de R.L. (“MGE”)	$	31.3	$	16.2
Asarco LLC	29.3		4.1
Grupo Mexico	2.8		2.8
Compañia Perforadora Mexico, S.A.P.I. de C.V. and affiliates	1.4		1.4
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates	0.7		1.1

Related to the controlling group:
Mexico Transportes Aereos, S.A. de C.V. (“Mextransport”)	0.1
Operadora de Cinemas, S.A. de C.V.	0.3		0.3
Boutique Bowling de Mexico, S.A. de C.V.	0.2		0.2
	$	66.1	$	26.1

	At March 31, 2018		At December 31, 2017
Related parties payable:
Grupo Mexico and affiliates:
MGE	$	28.7	$	38.5
Asarco LLC	14.8		24.2
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates	7.7		21.7
Ferrocarril Mexicano, S.A. de C.V.	3.2		2.6
Eolica El Retiro, S.A.P.I. de C.V. (“Eolica el Retiro”)	0.6		0.8
Grupo Mexico	3.6		0.7
Related to the controlling group:
Operadora de Cinemas, S.A. de C.V.	0.1		0.7
Boutique Bowling de Mexico, S.A. de C.V.	0.1		0.6
Mextransport	0.1		0.3
	$	58.9	$	90.1

Purchase and sale activity:

Grupo Mexico and affiliates:

The following table summarizes the purchase and sale activities with Grupo Mexico and its affiliates in the three months ended March 31, 2018 and 2017 (in millions):

	2018		2017
Purchase activity
Asarco LLC	$	6.8	$	13.0
Eolica El Retiro	0.6		0.9
Ferrocarril Mexicano, S.A de C.V.	10.0		10.8
Grupo Mexico	4.5		3.5
MGE	61.9		61.1
Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates	15.9		27.1
Total purchases	$	99.7	$	116.4

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Sales activity
Asarco LLC	$	36.5	$	41.8
Compania Perforadora Mexico, S.A.P.I. de C.V and affiliates	—		0.2
Grupo Mexico	—		0.2
MGE	23.2		24.4
Total sales	$	59.7	$	66.6

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.

In the first quarter of 2018, the Company made donations of $0.7 million to Fundacion Grupo Mexico, A.C., an organization dedicated to promoting the 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 Desarrollos, 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, 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. The remaining balance was repaid in the third quarter 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 has two natural gas-fired combined cycle power generating units, with a net total capacity of 516.2 megawatts and has been supplying power to the Company since December 2013. Currently, MGE is supplying 14% of its power output to third-party energy users.

In 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 with 37 wind turbines. This company started operations in January 2014 and started to sell power to Industrial Minera Mexico and subsidiaries (IMMSA) and other subsidiaries of Grupo Mexico in the third quarter of 2014. Currently, Eolica el Retiro is supplying approximately 27% 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 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 three months ended March 31, 2018 and 2017 (in millions):

	2018			2017
Purchase activity
Boutique Bowling de Mexico, S.A. de C.V.	$	0.1		$	—
Operadora de Cinemas, S.A. de C.V.	(*		)	—
Mextransport	0.2			—
Total purchases	$	0.3		$	—

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Sales activity
Boutique Bowling de Mexico S.A. de C.V.	$	0.1		$	0.1
Operadora de Cinemas S.A. de C.V.	(*		)	(*		)
Mextransport	0.1			—
Total sales	$	0.2		$	0.1

(*) amount is lower than $0.1 million

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., Operadora de Cinemas S.A. de C.V and Mextransport.

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 three months ended March 31, 2018 and 2017 are as follows (in millions):

	2018			2017
Service cost	$	0.3		$	0.2
Interest cost	0.4			0.3
Expected return on plan assets	(0.9		)	(0.7		)
Amortization of net actuarial loss	(*		)	(*		)
Amortization of net loss/(gain)	(*		)	(*		)
Net periodic benefit costs	$	(0.2	)	$	(0.2	)

(*) amount is lower than $0.1 million

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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.

The components of net periodic benefit cost for the three months ended March 31, 2018 and 2017 are as follows (in millions):

	2018			2017
Interest cost	$	0.2		$	0.2
Amortization of net loss (gain)	(*		)	(*		)
Amortization of prior service cost (credit)	(*		)	(*		)
Net periodic benefit cost	$	0.2		$	0.2

(*) 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 three months ended March 31, 2018 and 2017 were as follows (in millions):

	2018		2017
Peruvian operations	$	6.5	$	16.5
Mexican operations	19.9		22.1
	$	26.4	$	38.6

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 March 2016, MINEM approved the Mining Closure Plan for the Toquepala expansion project. The closure plan for the Tia Maria project was approved in February 2017. In accordance with requirements of Peruvian law, the Company in December 2017 and February 2018, submitted to MINEM revised closure plans for the Cuajone mine and the Ilo facilities, respectively, which at March 31, 2018 are pending approval.

Air Quality Standards (“AQS”): 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 were amended in 2013 and 2017. 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). This decree 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. As of March 31, 2018, the Company maintains a lower daily average level of µg/m3 of SO2, than those required by the new AQS.

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Soil Environmental Quality Standards (“SQS”): In 2013, the Peruvian government enacted 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. These documents were submitted to MINEM for approval in April 2015, and were fully approved in July 2017. The next step is for the Company to prepare a characterization study to determine the depth, extent and physio-chemical composition of the contaminated areas and define an appropriate remediation plan with a time-frame for completion. In addition, the Company must submit for approval a Soil Decontamination Plan (SDP) within 30 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 reasonably 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, which is expected for the first quarter of 2020. 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 able to disclose a range of costs that is meaningful.

Water Quality Standards (“WQS”): In June 2017, MINAM enacted a supreme decree which establishes water quality standards 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.

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.

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.

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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:

Peruvian operations

The Tia Maria Mining Project

There are four 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) 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. On January 9, 2018, the lawyers of both parties presented their respective positions before the Appellate Court. On March 8th, 2018, the Appellate Court issued its final decision, which upholds the first instance ruling. The plaintiff can still challenge said decision by filing a cassation writ, in order for the Supreme Court to review the matter.

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 March 31, 2018, the case remains pending resolution without further developments.

The Guillen Lopez case is currently before the lower court. As of March 31, 2018, 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 March 31, 2018, the case remains pending resolution.

The Company asserts that these lawsuits are without merit and is vigorously defending against them. 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. 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 March 31, 2018, the case remains pending resolution without further developments. SCC’s Peruvian Branch asserts that the lawsuit is without merit and is vigorously defending against it. The amount of this contingency cannot be reasonably estimated by management at this time.

Mexican operations

The Accidental Spill at Buenavista Mine of 2014

In relation to the 2014 accidental spill of copper sulfate solution that occurred at a leaching pond of the Buenavista mine, the following legal procedures are open against the Company:

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

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those responsible for the environmental damages. The Company is vigorously defending itself against this complaint. As of March 31, 2018, the case remains pending resolution.

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. Two of the collective action lawsuits have been dismissed by the court. The plaintiffs in the four remaining lawsuits are: Acciones Colectivas de Sinaloa, A.C. which established two collective actions, Defensa Colectiva A.C.; 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. As of March 31, 2018, these cases remain pending resolution.

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 similar 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 thirty-three additional civil action lawsuits, claiming similar damages. The 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, Jose Carlos Martinez Fernandez et al, Maria de los Angeles Fabela et al; Rafaela Edith Haro et al; Luz Mercedes Cruz et al; Juan Pedro Montaño et al; and Juana Irma Alday Villa. During the first quarter of 2018, BVC was served with another civil action lawsuit, claiming similar damages. The lawsuit was filed by Alma Angelina Del Cid Rivera et al. As of March 31, 2018, these cases remain pending resolution.

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 these lawsuits are: Francisca Garcia Enriquez, et al which established two lawsuits, Francisco Ramon Miranda, et al and Jesus David Lopez Peralta et al. During the third quarter of 2016, four additional constitutional lawsuits, claiming similar damages were filed by Mario Alberto Salcido et al; Maria Elena Heredia Bustamante et al; Martin Eligio Ortiz Gamez et al; and Maria de los Angeles Enriquez Bacame et al. During the third quarter of 2017, BVC was served with another constitutional lawsuit filed by Francisca García Enriquez et al. In 2018, BVC was served with two additional constitutional lawsuits that were filed against SEMARNAT by Norberto Bustamante et al. As of March 31, 2018, these cases remain pending resolution.

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.

Corporate operations

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

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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: 72% of the Company’s 4,661 Peruvian employees were unionized at March 31, 2018. Currently, there are six separate unions, one large union and five smaller unions. In the first quarter of 2016, the Company signed three-year agreements with all the existing unions at that time. These agreements include, among other things, annual salary increases of 5% for each of the three years. In March 2018, the Company has started preliminary negotiations for the new collective bargain agreements with some unions.

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.

On February 28, 2018, the striking workers of the San Martín mine of IMMSA held an election to vote on the union that will hold the collective bargaining agreement at the San Martín mine. The Federacion Nacional de Sindicatos Independientes (the National Federation of Independent Unions), won the vote by a majority. Nevertheless, the vote was challenged by the National Mining Union. As a result, once the Federal Mediation and Arbitration Board issues a ruling recognizing the election results, IMMSA will be entitled to negotiate and enter into a collective bargaining agreement with the Federacion Nacional de Sindicatos Independientes to end the strike that began in 2007 and resume operations at the San Martin mine. As of March 31, 2018, 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 bargaining agreement). On September 1, 2010, the federal labor court issued a ruling approving the termination of the collective bargaining agreement and all the individual labor contracts of the workers affiliated with the Mexican mining union at the Taxco mine. The mining union appealed the labor court ruling before a federal court. In September 2011, the federal court accepted the union’s appeal and remanded the case to the federal labor court for reconsideration. After several legal proceedings on January 25, 2013, the Company filed a new proceeding before the labor court. On June 16, 2014, the labor court denied the petition of the Company. The resolution issued by the labor court was challenged by the Company before a federal court. In August 2015, the Supreme Court decided to assert jurisdiction over the case and to rule on it directly. As of March 31, 2018, the case remains pending resolution without further developments.

It is expected that operations at these mines will remain suspended until these labor issues are resolved.

In view of these lengthy strikes, the Company has reviewed the carrying value of the San Martin and Taxco mines to ascertain whether impairment exists. The Company concluded that there is a non-material impairment of the assets located at these mines.

Other legal matters:

The Company is involved in various other legal proceedings incidental to its operations, but the Company does not believe that decisions adverse to it in any such proceedings, individually or in the aggregate, would have a material effect on its financial position or results of operations.

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Other commitments:

Peruvian Operations

Tia Maria:

On August 1, 2014, the Company received the final approval of Tia Maria´s Environmental Impact Assessment (“EIA”). However, the issuance of the project´s construction permit has been delayed due to pressures from anti-mining groups. The Company continues working with community groups in order to resolve open issues concerning the project. The Company is also working jointly with the Peruvian Government to obtain the construction license for this 120,000 tons of SX-EW copper per year greenfield project. The Company expects the license to be issued in 2018.

Tia Maria´s project budget is approximately $1.4 billion, of which $355.2 million has been invested through March 31, 2018. When completed, it is expected to produce 120,000 tons of copper cathodes per year. This project will use state-of-the-art SX-EW technology with the highest international environmental standards. SX-EW facilities are the most environmentally friendly in the industry as they do not require a smelting process and consequently, no emissions are released into the atmosphere. The project will only use seawater, transporting this more than 25 kilometers to 1,000 meters above sea level, and includes a desalinization plant which will be constructed at a cost of $95 million. Consequently, the Tambo river water resources and the water resources from the wells in the area will be used solely for farming and human consumption.

The Company expects the project to generate 3,600 jobs during the construction phase. When in operation, Tia Maria will directly employ 600 workers and indirectly provide jobs to another 4,200. Through its expected twenty-year life, the project related services will create significant business opportunities in the Arequipa region.

In view of the delay in this project, the Company continues to review the carrying value of this asset to ascertain whether impairment exists. Should the Tia Maria project not move forward, the Company is confident that most of the project equipment will continue to be used productively, through reassignment to other mine locations operated by the Company. The Company believes that an impairment loss, if any, will not be material.

Toquepala Concentrator Expansion:

In April 2015, the construction permit for the Toquepala expansion project was approved by the MINEM. The project budget is $1.3 billion, of which $968.1 million has been invested through March 31, 2018. When completed, this project is expected to increase annual production capacity by 100,000 tons of copper and 3,100 tons of molybdenum. The project has reached 90% progress and is expected to initiate production in the third quarter of 2018.

Corporate Social Responsibility:

The Company has a corporate social responsibility policy to maintain and promote continuity of its mining operations and obtain the best results. The main objective of this policy is to integrate its operations with the local communities in the areas of influence of its operations by creating a permanent positive relationship with them, in order to develop the optimum social conditions and to promote sustainable development in the area. Accordingly, the Company has made the following commitments:

Tacna Region: In connection with the Toquepala concentrator expansion, the Company has committed to fund various social and infrastructure improvement projects in Toquepala’s neighboring communities. The total amount committed for these purposes is S/ 445.0 million (approximately $132 million).

Moquegua Region: In the Moquegua region, the Company is part of a “development roundtable” in which the local municipal authorities, the community representatives and the Company discuss the social needs and the way the Company could contribute to sustainable development in the region. As part of this, the roundtable is discussing the creation of a Moquegua Region Development Fund for which the Company has offered a contribution of S/ 700 million (approximately $209 million). While final funding is not yet settled, the Company has committed to contribute S/ 108.5 million (approximately $32 million) in advance, which is being utilized in an educational project and S/ 48.4 million (approximately $14 million) for a residual water treatment plant in Ilo, a sea-wall embankment and a fresh water facility at El Algarrobal.

In addition, the Company has committed S/ 143.0 million (approximately $43 million) for the construction of five infrastructure projects in the Moquegua region under the “social investment for taxes” (obras por impuestos) program which allows the Company to use these amounts as an advance payment of taxes.

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These commitments are subject to the continuity of the respective mine operations and, as such, are not considered to be present obligations of the Company. Therefore, the Company has not recorded a liability in its condensed consolidated financial statements.

Power purchase agreements:

· Electroperu S.A.: In June 2014, the Company entered into a power purchase agreement for 120 megawatt (“MW”) with the state power company Electroperu S.A., under which Electroperu S.A. began supplying energy for the Peruvian operations for twenty years starting on April 17, 2017.

· Kallpa Generacion S.A. (“Kallpa”): In July 2014, the Company entered into a power purchase agreement for 120MW with Kallpa, an independent Israeli owned power company, under which Kallpa will supply energy for the Peruvian operations for ten years starting on April 17, 2017 and ending on April 30, 2027. In May 2016, the Company signed an additional power purchase agreement for a maximum of 80MW with Kallpa, under which Kallpa began supplying energy for the Peruvian operations related to the Toquepala Expansion and other minor projects for ten years starting on May 1, 2017 and ending after ten years of commercial operation of the Toquepala Expansion or on April 30, 2029; whichever occurs first.

Mexican operations

Power purchase agreements:

· MGE: In 2012, the Company signed a power purchase agreement with MGE, an indirect subsidiary of Grupo Mexico, to supply power to some of the Company’s Mexican operations through 2032. For further information, please see Note 7 “Related party transactions”.

· Eolica el Retiro S.A.P.I. de C.V.: In 2013, the Company signed a power purchase agreement with Eolica el Retiro, S.A.P.I de C.V. a windfarm energy producer that is an indirect subsidiary of Grupo Mexico, to supply power to some of the Company´s Mexican operations. For further information, please see Note 7 “Related party transactions”.

Corporate operations

Commitment for Capital projects:

As of March 31, 2018, the Company has committed approximately $1,401.9 million for the development of its capital investment projects at its operations.

Tax contingency matters:

Tax contingencies are provided for under ASC 740-10-50-15 Uncertain tax position (see Note 4 “Income taxes”).

NOTE 10 — SEGMENT AND RELATED INFORMATION:

Company management views Southern Copper as having three reportable segments and manages it on the basis of these segments. The reportable segments identified by the Company are: the Peruvian operations, the Mexican open-pit operations and the Mexican underground mining operations segment identified as the IMMSA unit.

The three reportable segments identified are groups of mines, each of which constitute an operating segment, with similar economic characteristics, type of products, processes and support facilities, similar regulatory environments, similar employee bargaining contracts and similar currency risks. In addition, each mine within the individual group earns revenues from similar type of customers for their products and services and each group incurs expenses independently, including commercial transactions between groups.

Financial information is regularly prepared for each of the three segments and the results of the Company’s operations are regularly reported to Senior Management on the segment basis. Senior Management of the Company focus on operating income and on total assets as measures of performance to evaluate different segments and to make decisions to allocate resources to the reported segments. These are common measures in the mining industry.

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Financial information relating to Southern Copper’s segments is as follows:

	Three Months Ended March 31, 2018
	(in millions)
	Mexican Open-Pit		Mexican IMMSA Unit		Peruvian Operations		Corporate, other and eliminations			Consolidated

Net sales outside of segments	$	1,068.6	$	129.6	$	642.9				$	1,841.1
Intersegment sales			19.6				$	(19.6	)	—
Cost of sales (exclusive of depreciation, amortization and depletion)	411.3		95.6		389.8		(20.2		)	876.5
Selling, general and administrative	11.9		2.4		9.4		0.4			24.1
Depreciation, amortization and depletion	92.5		11.0		51.8		6.7			162.0
Exploration	0.6		1.3		2.6		0.7			5.2
Operating income	$	552.3	$	38.9	$	189.3	$	(7.2	)	773.3
Less:
Interest, net										(66.6		)
Other income (expense)										(2.3		)
Income taxes										(236.6		)
Equity earnings of affiliate										4.1
Non-controlling interest										(1.2		)
Net income attributable to SCC										$	470.7

Capital investment	$	64.7	$	12.6	$	216.3	$	2.1		$	295.7
Property and mine development, net	$	4,577.4	$	434.6	$	3,443.5	$	663.0		$	9,118.5
Total assets	$	8,338.7	$	950.1	$	4,382.0	$	367.3		$	14,038.1

	Three Months Ended March 31, 2017
	(in millions)
	Mexican Open-Pit			Mexican IMMSA Unit		Peruvian Operations		Corporate, other and eliminations			Consolidated

Net sales outside of segments	$	952.2		$	110.2	$	521.5				$	1.583.9
Intersegment sales				20.6				$	(20.6	)	—
Cost of sales (exclusive of depreciation, amortization and depletion)	464.8			83.0		315.7		(19.7		)	843.8
Selling, general and administrative	10.0			2.2		9.0		0.2			21.4
Depreciation, amortization and depletion	98.6			13.4		35.3		6.1			153.4
Exploration	0.5			0.7		2.1		1.8			5.1
Environmental remediation	(10.2		)	—		—		—			(10.2		)
Operating income	$	388.5		$	31.5	$	159.4	$	(9.0	)	570.4
Less:
Interest, net											(89.9		)
Other income (expense)											4.8
Income taxes											(176.2		)
Equity earnings of affiliate											6.2
Non-controlling interest											(0.9		)
Net income attributable to SCC											$	314.4

Capital investment	$	57.3		$	7.0	$	181.1	$	0.2		$	245.6
Property and mine development, net	$	5,171.1		$	375.9	$	2,986.6	$	222.3		$	8,755.9
Total assets	$	8,481.7		$	889.0	$	4,391.0	$	(238.7	)	$	13,523.0

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NOTE 11 — STOCKHOLDERS’EQUITY:

Treasury Stock:

Activity in treasury stock in the three-month period ended March 31, 2018 and 2017 is as follows (in millions):

	2018		2017
Southern Copper common shares
Balance as of January 1,	$	2,768.7	$	2,769.0
Purchase of shares	—		—
Balance as of March 31,	2,768.7		2,769.0

Parent Company (Grupo Mexico) common shares
Balance as of January 1,	232.4		218.6
Other activity, including dividend, interest and foreign currency transaction effect	6.5		2.1
Balance as of March 31,	238.9		220.7

Treasury stock balance as of March 31,	$	3,007.6	$	2,989.7

Southern Copper Common Shares:

At March 31, 2018 and 2017, there were in treasury 111,567,617 and 111,579,617 SCC’s common shares, respectively.

SCC share repurchase program:

In 2008, the Company’s Board of Directors (“BOD”) authorized a $500 million share repurchase program that has since been increased by the BOD and is currently authorized to $3 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.

Period		Total Number of Shares	Average Price Paid		Total Number of Shares Purchased as Part of Publicly	Maximum Number of Shares that May Yet Be Purchased Under the Plan	Total Cost ($ in
From	To	Purchased	per Share		Announced Plan	@ $54.18(1)	millions)
2008	2012	46,914,486	$	18.72	46,914,486		878.1
2013:		10,245,000	27.47		57,159,486		281.4
2014:		22,711,428	30.06		79,870,914		682.8
2015:		36,689,052	27.38		116,559,966		1,004.4
2016:		2,937,801	24.42				71.7

Total purchased		119,497,767	$	24.42		1,506,706	$	2,918.4

(*) NYSE closing price of SCC common shares at March 31, 2018.

As a result of the repurchase of shares of SCC’s common stock, Grupo Mexico’s direct and indirect ownership was 88.9% as of March 31, 2018. There has not been any activity in the SCC share repurchase program since the third quarter of 2016.

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 received 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. On April 26, 2018, the Company’s Board of Directors and the stockholders approved a five-year extension of the Plan until January 29, 2023 and an increase of the shares award from 1,200 to 1,600. The fair value of the award is measured each year at the date of the grant.

Parent Company common shares:

At March 31, 2018 and 2017 there were in treasury 104,479,600 and 112,457,204 of Grupo Mexico’s common shares, respectively.

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Employee Stock Purchase Plan:

2010 Plan: During 2010, the Company offered to eligible employees a 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 $1.28) for the initial subscription. Every two years employees were able to acquire title to 50% of the shares paid in the previous two years. The employees paid 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 granted the participant a bonus of one share for every ten shares purchased by the employee.

The participants were entitled to receive dividends in cash for dividends paid by Grupo Mexico for all shares that were fully purchased and paid by the employee as of the date that the dividend is paid. If the participant had only partially paid for shares, the entitled dividends were used to reduce the remaining liability owed for purchased shares.

In the case of voluntary or involuntary resignation/termination of the employee, the Company paid to the employee the fair market sales price at the date of resignation/termination of the fully paid shares, net of costs and taxes. When the fair market sales value of the shares was higher than the purchase price, the Company applied a deduction over the amount to be paid to the employee based on a decreasing schedule specified in the plan.

In case of retirement or death of the employee, the Company rendered 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 first quarter 2018 and 2017 and the unrecognized compensation expense under this plan were as follows (in millions):

	2018		2017
Stock based compensation expense	$	0.1	$	0.1
Unrecognized compensation expense	$	0.1	$	0.7

The plan ended on January 29, 2018.

The following table presents the activity of this plan for the three months ended March 31, 2018 and 2017:

	Shares		Unit Weighted Average Grant Date Fair Value

Outstanding shares at January 1, 2018	1,393,663		$	2.05
Granted	—		—
Exercised	(981,707	)	2.05
Forfeited	—		—
Outstanding shares at March 31, 2018	411,956		$	2.05

Outstanding shares at January 1, 2017	1,401,096		$	2.05
Granted	—		—
Exercised	—		2.05
Forfeited	—		—
Outstanding shares at March 31, 2017	1,401,096		$	2.05

2015 Plan: In January 2015, the Company offered to eligible employees a new stock purchase plan (the “New Employee Stock Purchase Plan”) through a trust that acquires series B of shares of Grupo Mexico stock for sale to its employees, and employees of subsidiaries, and certain affiliated companies.

The purchase price was established at 38.44 Mexican pesos (approximately $1.86) for the initial subscription, which expires on January 2023. Every two years employees will be able to acquire title to 50% of the shares paid in 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. Any future subscription will be at the average market price at the date of acquisition or the grant date.

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 or involuntary resignation/termination 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

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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 a decreasing schedule specified in the plan.

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 first quarter 2018 and 2017 and the unrecognized compensation expense under this plan were as follows (in millions):

	2018		2017
Stock based compensation expense	$	0.2	$	0.2
Unrecognized compensation expense	$	3.0	$	3.4

The following table presents the activity of this plan for the three months ended March 31, 2018 and 2017:

	Shares		Unit Weighted Average Grant Date Fair Value

Outstanding shares at January 1, 2018	2,293,120		$	2.63
Granted	—		—
Exercised	(1,873	)	2.63
Forfeited	—		—
Outstanding shares at March 31, 2018	2,291,247		$	2.63

Outstanding shares at January 1, 2017	2,540,223		$	2.63
Granted	—		—
Exercised	(228,430	)	2.63
Forfeited	—		—
Outstanding shares at March 31, 2017	2,311,793		$	2.63

Non-controlling interest:

The following table presents the non-controlling interest activity for the three months ended March 31, 2018 and 2017:

	2018			2017
Balance as of January 1,	$	41.7		$	38.6
Net earnings	1.2			0.9
Dividend paid	(0.3		)	(0.2		)
Balance as of March 31,	$	42.6		$	39.3

NOTE 12 — FINANCIAL INSTRUMENTS:

Subtopic 820-10 of ASC “Fair value measurement and disclosures — Overall” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Subtopic 820-10 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs. (i.e., quoted prices for similar assets or liabilities).

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable (other than accounts receivable associated with provisionally priced sales) and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following table that provides information about the carrying amounts and estimated fair values of other financial instruments that are not measured at fair value in the condensed consolidated balance sheet as of March 31, 2018 and December 31, 2017 (in millions):

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	At March 31, 2018				At December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Long-term debt level 1	$	5,209.0	$	6,061.4	$	5,208.4	$	6,488.9
Long-term debt level 2	748.8		785.0		748.7