SOUTHERN COPPER CORP
For the period ended Mar 31, 2024. Filed Apr 30, 2024.
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Mar 31, 2024 · Filed Apr 30, 2024
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Notes to Condensed Consolidated Financial Statements
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”). As of March 31, 2024, 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 (“Southern Copper”, "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 fairly state the Company’s financial position as of March 31, 2024 and the results of operations, comprehensive income, cash flows and changes in equity for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. The December 31, 2023 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, 2023 and notes included in the Company’s 2023 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, · · | ||||||||
| · 2024 · 2023 · · | ||||||||
| Trading securities | | $329.1 | | $599.1 | | | ||
| Weighted average interest rate | | 5.5% | 5.7% | | ||||
| | | | | | | | | |
| Available-for-sale | | $0.2 | | $0.2 | | | ||
| Weighted average interest rate | | 0.8% | 0.8% | | ||||
| Total | | $329.3 | | $599.3 | | | ||
Trading securities consisted of bonds issued by public companies and were publicly traded. Each financial instrument was independent of the others. The Company had 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 as of March 31, 2024, and December 31, 2023, included asset and mortgage-backed obligations. As of March 31, 2024 and December 31, 2023, gross unrealized gains and losses on available-for-sale securities were not material.
The Company earned interest related to these investments, 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.
The following table summarizes the activity of these investments by category (in millions):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · Three months ended · | ||||||||
| · · March 31, · · | ||||||||
| · 2024 · 2023 · | ||||||||
| Trading: | | | | | | | | |
| Interest earned | | $7.7 | | $3.7 | | | ||
| Unrealized gain (loss) at the end of the period | | $ | (*) | | $ | (*) | | |
| | | | | | | | | |
| Available-for-sale: | | | | | | | | |
| Interest earned | | (*) | | | (*) | | | |
| Investment redeemed | | $ | - | | $ | - | | |
NOTE 3 — INVENTORIES:
Inventories were as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · At March 31, · · At December 31, · | |||||||
| (in millions) · 2024 · 2023 · | |||||||
| Inventory, current: | | | | | | | |
| Metals at average cost: | | | | | | | |
| Finished goods | | $85.7 | | $68.8 | | ||
| Work-in-process | | 286.9 | | 313.0 | | ||
| Ore stockpiles on leach pads | | | 232.6 | | | 230.9 | |
| Supplies at average cost | | 409.2 | | 404.2 | | ||
| Total current inventory | | $1,014.4 | | $1,016.9 | | ||
| Inventory, long-term: | | | | | | | |
| Ore stockpiles on leach pads | | $1,132.5 | | $1,121.7 | | ||
During the three-month period ended March 31, 2024 and 2023, total leaching costs capitalized as non-current inventory of ore stockpiles on leach pads amounted to $66.2 million and $75.3 million, respectively. Leaching inventories recognized in cost of sales amounted to $53.7 million and $72.3 million for the three months ended March 31, 2024 and 2023 respectively.
NOTE 4 — INCOME TAXES:
The income tax provision and the effective income tax rate for the three-month period ended March 31, 2024 and 2023 consisted of (in millions):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · 2024 · 2023 · | |||||||
| Statutory income tax provision | | $363.1 | | $399.0 | | ||
| Peruvian royalty | | 9.9 | | 9.8 | | ||
| Mexican royalty | | 30.6 | | 51.7 | | ||
| Peruvian special mining tax | | 19.8 | | 20.0 | | ||
| Total income tax provision | | $423.4 | | $480.5 | | ||
| | | | | | | | |
| Effective income tax rate | | | 36.6% | | 36.9% | ||
These provisions include income taxes for Peru, Mexico and the United States. The Mexican royalty, the Peruvian royalty and the Peruvian special mining tax are included in the income tax provision. The decrease in the effective income tax rate in 2024 compared to the same period in 2023 was primarily attributable to a reduction in the Mexican mining royalty payment.
Peruvian royalty and special mining tax: The Company has accrued $29.7 million and $29.8 million of royalty charge and special mining tax as part of the income tax provision for the first quarter of 2024 and 2023, respectively.
Mexican mining royalty: The Company has accrued $30.6 million and $51.7 million of royalty taxes as part of the income tax provision for the first quarter of 2024 and 2023, respectively.
Accounting for uncertainty in income taxes: In the first three months of 2024, the Company made payments for uncertain tax positions of $72.6 million and $13.6 million in the Peruvian and Mexican jurisdictions respectively. The Company also recorded current and non-current liabilities for the Peruvian and Mexican jurisdictions that increased the tax expense by approximately $3.7 million and $21.4 million respectively. The Company has a net current liability of $15.1 million and $19.7 million in the Peruvian and Mexican jurisdictions respectively that represents anticipated cash refunds or payments within 12 months.
Tax law updates: On May 31, 2019, the Organization for Economic Cooperation and Development (“OECD”) published a two-pillar system that introduces a minimum global tax of 15% and a proposed tax on base eroding payments. Certain aspects of Pillar Two took effect January 1, 2024, while other aspects go into effect January 1, 2025. If jurisdictions want to implement Pillar Two they will need to do so through domestic legislation. The countries in which the Company has significant operations have yet to enact Pillar Two into law and have not formally announced plans to implement these rules. The Company will continue to monitor these developments and analyze the potential impact that Pillar Two will have on future results.
NOTE 5 — 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 and railroad transportation, construction services, energy supply, and other 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. Article Nine of the Amended and Restated Certificate of Incorporation of the Company prohibits the Company from engaging in a Material Affiliate Transaction that was not the subject of prior review by a committee of the Board of Directors with at least three members, each of whom is independent, and defines a Material Affiliate Transaction as a transaction or series of related transactions between Grupo Mexico or one of its affiliates (other than the Company or its subsidiaries), on the one hand, and the Company or one of its subsidiaries, on the other hand, that involves consideration of more than $10.0 million in the aggregate. It is the Company’s policy that (i) a Material Affiliate Transaction not be entered into or continued without the review and approval by the Audit Committee or its subcommittee of related party transactions comprised of independent directors,(ii) any potential related party transaction process with aggregate consideration between $8.0 million and $10.0 million be authorized by the General Counsel and Chief Financial Officer of the Company and (iii) that all related party transactions, including any Material Affiliate Transaction, be reported to the Audit Committee of the Board of Directors or to its subcommittee of related party transactions.
Receivable and payable balances with related parties are shown below (in millions):
| | | | | | | |
|---|---|---|---|---|---|---|
| · · At March 31, · · At December 31, | ||||||
| | 2024 | 2023 | ||||
| Related parties receivable current: | | | | | | |
| Grupo Mexico and affiliates: | | | | | | |
| Asarco LLC | | $5.1 | | $9.4 | ||
| AMMINCO Apoyo Administrativo, S.A. de C.V. (“AMMINCO”) | | | (*) | | | (*) |
| Ferrocarril Mexicano, S.A. de C.V. | | (*) | | | (*) | |
| Mexico Generadora de Energia S. de R.L. ("MGE") | | | 17.1 | | | 17.1 |
| Mexico Compania Constructora S.A de C.V. | | | (*) | | | (*) |
| | | | | | | |
| Related to the controlling group: | | | | | | |
| Boutique Bowling de Mexico, S.A. de C.V. | | | (*) | | | — |
| Empresarios Industriales de Mexico, S.A. de C.V. | | | 0.7 | | | 0.6 |
| Mexico Transportes Aereos, S.A. de C.V. ("Mextransport") | | | 0.2 | | | 0.1 |
| Operadora de Cinemas, S.A. de C.V. | | | 0.1 | | | 0.1 |
| | | $23.2 | | $27.3 | ||
| | | | | | | |
| Related parties payable: | | | | | | |
| Grupo Mexico and affiliates: | | | | | | |
| AMMINCO | | $5.8 | | $5.0 | ||
| Asarco LLC | | | 15.0 | | | 13.8 |
| Eolica El Retiro, S.A.P.I. de C.V. | | 0.1 | | 0.2 | ||
| Ferrocarril Mexicano, S.A. de C.V. | | 6.7 | | 7.9 | ||
| Grupo Mexico Servicios | | | 5.2 | | | 2.7 |
| MGE | | | 40.0 | | | 50.3 |
| Mexico Compania Constructora S.A de C.V. | | | 9.5 | | | 9.5 |
| Grupo Mexico Servicios de Ingenieria, S.A. de C.V. | | | 1.4 | | | 3.5 |
| Related to the controlling group: | | | | | | |
| Boutique Bowling de Mexico, S.A. de C.V. | | 0.4 | | 0.3 | ||
| Mexico Transportes Aereos, S.A. de C.V. (“Mextransport”) | | 0.1 | | 0.3 | ||
| Operadora de Cinemas, S.A. de C.V. | | | 0.2 | | | 0.1 |
| | | $84.4 | | $93.6 | ||
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-month period ended March 31, 2024 and 2023 (in millions):
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2024 | 2023 | ||||
| Purchase activity | | | | | | |
| Asarco LLC | | $1.2 | | $26.5 | ||
| Eolica El Retiro, S.A.P.I. de C.V. | | 0.1 | | 0.4 | ||
| Ferrocarril Mexicano, S.A. de C.V. | | 8.1 | | 14.4 | ||
| Grupo Mexico Servicios | | | 5.0 | | | 5.0 |
| AMMINCO | | | 2.5 | | | 2.5 |
| MGE | | 61.7 | | 62.0 | ||
| Mexico Compania Constructora S.A. de C.V. | | | 20.6 | | | 13.9 |
| Grupo Mexico Servicios de Ingenieria S. A. de C.V. | | 4.0 | | 3.2 | ||
| Total purchases | | $103.2 | | $127.9 | ||
| Sales activity | | | | | | |
| Asarco LLC | | $6.7 | | $9.1 | ||
| AMMINCO | | | (*) | | | (*) |
| MGE | | | 15.6 | | | 18.8 |
| Total sales | | $22.3 | | $27.9 | ||
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 AMMINCO and Grupo Mexico Servicios, subsidiaries of Grupo Mexico, for these services and expects to continue requiring these services in the future.
In the first quarter of 2024, the Company donated $0.6 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. In the same period of 2023, the Company donated $1.4 million to this organization.
The Company’s Mexican operations paid fees for freight services provided by Ferrocarril Mexicano, S.A. de C.V., which is a subsidiary of Grupo Mexico. The Company´s Peruvian and Mexican operations paid fees for engineering services provided by Grupo Mexico Servicios de Ingenieria, S.A. de C.V., and the Company’s Mexican operations paid fees for construction services provided by Mexico Compania Constructora S.A. de C.V. Both companies are subsidiaries of Mexico Proyectos y Desarrollos, S.A. de C.V., which is a subsidiary of Grupo Mexico.
The Company’s Mexican operations purchased copper cathodes, concentrate and starter sheets from Asarco LLC and also paid fees as reimbursement of freight fees. Additionally, the Company´s Mexican operations purchased power from MGE. Both companies are subsidiaries of Grupo Mexico.
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 hastwo 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 approximately 5.2% of its power output to third-party energy users, compared to 0.6% as of March 31, 2023.
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 began to sell power to Industrial Minera Mexico, S.A. de C.V. and subsidiaries
(IMMSA) and other subsidiaries of Grupo Mexico in the third quarter of 2014. Currently, Eolica el Retiro supplies approximately 3.4% of its power output to IMMSA and Mexcobre, compared to 11.6% as of March 31, 2023.
The Company sold copper starter sheets, lime and sulfuric acid to Asarco LLC. The Company´s Mexican operations received fees for transportation and administrative services that were provided to Asarco and also received fees for natural gas and services provided to MGE, a subsidiary of Grupo Mexico. Additionally, the Company´s Mexican operations received fees for rental services provided to AMMINCO.
Companies with relationships to the controlling group:
The following table summarizes the purchase and sales activities with other Larrea family companies in the three-month period ended March 31, 2024 and 2023 (in millions):
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2024 | 2023 | ||||
| Purchase activity | | | | | | |
| Boutique Bowling de Mexico S.A. de C.V. | | $0.2 | | $0.1 | ||
| Mextransport | | | 0.7 | | | 0.8 |
| Operadora de Cinemas S.A. de C.V. | | | 0.1 | | | 0.1 |
| Total purchases | | $1.0 | | $1.0 | ||
| | | | | | | |
| Sales activity | | | | | | |
| Boutique Bowling de Mexico S.A. de C.V. | | $ | (*) | | $ | (*) |
| Empresarios Industriales de Mexico, S.A. de C.V. | | | 0.1 | | | — |
| Mextransport | | | 0.6 | | | 0.5 |
| Operadora de Cinemas S.A. de C.V. | | | (*) | | | (*) |
| Total sales | | $0.8 | | $0.5 | ||
(*) 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. and Operadora de Cinemas, S.A. de C.V. The Company´s Mexican operations received fees from Mextransport for reimbursement of maintenance expenses and for rental services.
**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.
In addition, the Company has a 30.0% participation in Apu Coropuna S.R.L. (“Apu Coropuna”), which it accounts for on the equity method. Apu Coropuna is a company that performs exploration activities in the Pucay prospect, located in Arequipa, Peru.
It is anticipated that in the future the Company will enter into similar transactions with these same parties.
NOTE 6 — LEASES:
The Company has operating leases for power generating facilities, vehicles and properties. The Company recognizes leasing expenses for these leases on a straight-line basis over the lease term. Some of the Company’s leases include both lease and non-lease components which are accounted for separately. The Company’s leases have remaining lease terms ofone year to 9 years, and donot include options to extend the leases. The Company’s lease agreements donot contain options to purchase the leased assets or to terminate the leases before the expiration date. In addition, the Company’s lease contracts have no material residual value guarantees or material restrictive covenants. As none of the Company’s leases stipulates an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The weighted average remaining lease term for the Company’s leases isseven years, and the weighted average discount rate for these leases is 3.92%.
The operating lease expense recognized in the three-month period ended March 31, 2024 and 2023 was classified as follows (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| Classification · 2024 · 2023 | ||||
| Cost of sales (exclusive of depreciation, amortization and depletion) | $28.5 | | $29.1 | |
| Selling, general and administrative | | (*) | | (*) |
| Exploration | | (*) | | (*) |
| Total lease expense | $28.5 | | $29.1 | |
(*) amount is lower than $0.1 million
Maturities of lease liabilities are as follows:
| · · · | ||
|---|---|---|
| | | Lease liabilities |
| Year · (in millions) | ||
| 2024 | $87.3 | |
| 2025 | | 105.9 |
| 2026 | | 105.6 |
| 2027 | | 105.2 |
| 2028 | | 104.9 |
| After 2028 | | 417.2 |
| Total lease payments | $926.1 | |
| Less: interest on lease liabilities | | (169.0) |
| Present value of lease payments | $757.1 | |
NOTE 7 — ASSET RETIREMENT OBLIGATION:
Peruvian operations:
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.
On June 24, 2019, MINEM approved a change to the guarantees required for the mining closure plans. The new regulation specifies that annual guarantees can be secured with real estate up to a maximum of 50% and the remaining amount with credit instruments. Currently, the Company has pledged the value of its Lima office complex for the 50% of the guarantee and with a stand-by letter of credit for the other 50% as a security for this obligation. Through January 2023, the Company has provided total guarantees of $77.1 million.
On July 20, 2021, the Peruvian Government published Law 31347, which requires companies in the production stage to set aside additional guarantees for progressive closure of its operations. The resources that back these guarantees will be returned to the Company when activities cease and the regulatory agency verifies that all closure measures have been satisfactorily completed. Under this Law, companies must include activities for environmental remediation within the closure schedule and assume costs associated with environmental impacts that are identified during audits. As of September 30, 2023, the regulation attached to this Law had yet to be published. The Company is currently evaluating the possible financial impact of the Law but cannot fully estimate the magnitude until the Law’s regulation is published.
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 thethree units. In March 2016, MINEM approved the Mining Closure Plan for the Toquepala expansion project and the revised closure plans for the Cuajone mine and the Ilo facilities were approved in January and October 2019, respectively. As a result of these new estimates, the Company increased the asset retirement obligation by $28.1 million in 2019. 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 because the work on the project is on hold. The Company believes that under these circumstances, the recording of a retirement obligation is not appropriate.
In 2022, the Company made a change in the estimate for the asset retirement obligation for its Peruvian operations, mainly due to a detailed review of the closing activities required for each facility. The effect of this change was a decrease in the asset retirement liability by $59.5 million, which was recorded in December 2022, reducing the asset retirement asset by $43.3 million and the difference of $16.2 million was recorded as a reduction in cost of goods sold.
The Company has recognized an estimated asset retirement obligation for its mining properties in Mexico as part of its environmental commitment. Even though there is currently no enacted law, statute, ordinance, written or oral contract requiring the Company to carry out mine closure and environmental remediation activities, the Company believes that a constructive obligation presently exists based on the remediation requirements caused by the closure of any facility. 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 the first quarter of 2024, the Company adjusted its estimate for the asset retirement obligation for its Mexican operations following a detailed review of the closing activities required. The effect was a decrease in the asset retirement obligation to the order of $2.3 million.
The following table summarizes the asset retirement obligation activity for the three-month period ended March 31, 2024 and 2023 (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| · 2024 · 2023 | ||||
| Balance as of January 1 | | $612.5 | | $585.3 |
| Changes in estimates | | (2.3) | | — |
| Closure payments | | — | | (0.2) |
| Accretion expense | | 7.6 | | 6.4 |
| Balance as of March 31, | | $617.8 | | $591.5 |
NOTE 8**—**** BENEFIT PLANS:**
Post retirement defined benefit plans:
The Company hastwo non-contributory 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-month period ended March 31, 2024 and 2023 are as follows (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| · · Three months ended | ||||
| · · March 31, | ||||
| (in millions) · 2024 · 2023 | ||||
| Service cost | | $0.7 | | $0.5 |
| Interest cost | | 0.9 | | 0.8 |
| Expected return on plan assets | | (1.5) | | (1.3) |
| Amortization of net loss/(gain) | | (*) | | 0.1 |
| Net periodic benefit cost | | $0.1 | | $0.1 |
Post-retirement health care plans:
In Mexico, through 2007, the Buenavista unit provided health care services free of charge to employees and retired unionized employees and their families through its hospital at the Buenavista unit. In 2011, the Company signed an agreement with the Secretary of Health of the State of Sonora, which assumed the obligation to provide healthcare services to retired workers and their families. New employees at Buenavista del Cobre will receive health services from the Mexican Institute of Social Security, as is the case for all workers at our Mexican operations.
The components of net periodic benefit cost for the three-month period ended March 31, 2024 and 2023 are as follows (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| (in millions) · 2024 · 2023 | ||||
| Interest cost | | $0.5 | | $0.5 |
| Amortization of net loss (gain) | | (*) | | (*) |
| Amortization of prior service cost/ (credit) | | (*) | | (*) |
| Net periodic benefit cost | | $0.5 | | $0.5 |
(*) amount is lower than$0.1 million
NOTE 9 — COMMITMENTS AND CONTINGENCIES:
Environmental matters:
The Company has established comprehensive environmental conservation programs at its mining facilities in Peru and Mexico. The Company’s environmental programs include 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, among others.
Environmental capital investments in the three-month period ended March 31, 2024 and 2023 were as follows (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| · 2024 · 2023 | ||||
| Peruvian operations | | $1.6 | | $2.7 |
| Mexican operations | | 42.1 | | 23.2 |
| | | $43.7 | | $25.9 |
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 relating to environmental and legal compliance, 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 7 “Asset retirement obligation” for further discussion of this matter.
Air Quality Standards (“AQS”): In June 2017, MINAM enacted a supreme decree which defined new AQS for daily sulfur dioxide in the air. As of March 31, 2024, the Company maintains the daily average level of µg/m3 of SO2, below the requirement of the AQS.
In November 2023, MINAM enacted a newAQS for Cadmium, Arsenic and Chromium in particulate matter less than ten microns (PM 10). A review of the Company´s chemical monitoring results has determined that the Company´s operations will not be significantly impacted by the new standards and concentration values in place. The Company´s results are expected to continue to fall below regulatoryAQS.
Soil Environmental Quality Standards (“SQS”): In 2013, the Peruvian government enacted Soil Quality Standards. In accordance with the regulatory requirements of the law, the Company prepared Soil Decontamination Plans (“SDP”) for environmentally impacted sites at each of its operation units (Toquepala, Cuajone and Ilo) with the assistance of consulting companies. The costs of these SDPs are not material, either individually or in aggregated form, for the financial statements of the Company.
Climate change:* *On April 17, 2018, the Peruvian government enacted Law N. 30754, which promotes public and private investments in climate change management and establishes a Climate Change Framework. The law proposes creating an institutional framework to address climate change in Peru and outlines new measures for climate change mitigation, such as provisions to address an increase in carbon capture and use of carbon sinks; afforestation and reforestation practices; land use changes; sustainable systems of transportation, solid waste management, and energy systems. This climate change framework law incorporates obligations from the Paris Agreement. Supreme Decree 013-2019 published on December 31, 2019, enacted statutory regulations, which are applicable to all Peruvian institutions and agencies. It is expected that additional Peruvian regulations will be applicable to non governmental entities. However, no carbon pricing mechanism is currently applicable to the Company’s operations in Peru.
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 to provide 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. Additionally, amendments to the Civil Federal Procedures Code (“CFPC”) were enacted in 2011 and established three categories of collective actions under which a group of 30 or more individuals can be considered sufficient to prove a “legitimate interest” to file civil actions for injuries arising out of alleged violations of environmental, consumer protection, financial services and Antitrust laws. The group can seek restitution or economic compensation for the alleged injuries or suspension of the activities which allegedly caused the injuries in question. 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 considered likely to cause environmental harm. If a possible determination regarding harm occurs, environmental clean-up and remedial actions sufficient to restore the environment to a pre-existing condition must be taken. If restoration is not possible, compensation measures should be provided. Criminal penalties and monetary fines can be imposed under this law.
*Guaymas sulfuric acid spill:*On July 9, 2019, there was an incident at the Company´s Marine Terminal in Guaymas, Sonora, that caused the discharge of approximately three cubic meters of sulfuric acid into the sea in the industrial port area.
On July 10, 2019, PROFEPA made a first inspection of the area, concluding that the Company executed all the appropriate procedures to contain the discharge, and no reference was made to the existence of negative impacts on the environment resulting from the incident. On July 19, 2019, PROFEPA revisited the facilities to carry out a second inspection and declared a partial temporary shutdown that only affected the storage process and transportation of sulfuric acid at the terminal, arguing the absence of an authorization of environmental impact. It is important to note that these facilities have been in operation since 1979, prior to the 1988 Mexican General Law of Ecological Balance and the Protection of the Environment. Companies that were operating before the enactment of the aforementioned law are exempt from the permit requirement. The Company has solved this issue and expect to restart operations soon.
*Climate change:*Several taxes are applicable to the Company’s mining operations in Mexico, including federal and state fossil fuel taxes, and the requirements associated with Mexico’s emission trading scheme. These taxes range from $9/tCO2 to $18/tCO2 in 2023, approximately. These regional taxes are applicable in the States of Baja California, Zacatecas and San Luis Potosí, as well as a federal tax linked to the import of fuels. In addition, an emission trading scheme (ETS) in Mexico is currently available to the Company which is only applicable totwo business units, the metallurgic and lime plants in Sonora, which both generate annual GHG emissions levels above the threshold of 100,000 tCO2 per year contemplated by the scheme. These two units are required to report and verify their emissions once a year with average costs of less than $6,000 per unit. Units that emit more than 25,000 tonnes CO2 equivalent per year (all our Mexican units) are required to report their emissions to the National Emissions Registry (RENE) every year and to verify the reported emissions every three years. As a result, the total expenses for ensure annual compliance with climate change regulations in Mexico were not material to the Company.
The Company believes that all of its facilities in Peru and Mexico are in material compliance with environmental, mining and other applicable laws and regulations. The Company also believes that continued compliance with environmental laws of Mexico and Peru will have no material adverse effects on the Company’s business, properties, or operating results.
On May 09, 2023, Mexican Congress approved several changes effective immediately to the Mining Law, National Waters Law, the General Law of Ecological Balance and Environmental Protection, and the General Law for the Prevention and Integral Management of Waste. The main changes are reducing mining concession terms from 50 to 30 years; new restrictions and conditions on water use; requirements to provide guarantees for closure and remediation of operations; and a requirement to contribute 5% of net earnings to indigenous communities for new projects and significant changes to exploration rules.
These amendments to the law have been challenged and are being reviewed by the Supreme Court. The company is not expecting any negative impacts on its operations.
Litigation matters:
Peruvian operations:
The Tia Maria Mining Project
There arefive 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 that approved the Environmental Impact Assessment of the project; (ii) the cancellation of the project and the withdrawal of mining activities in the area; (iii) to annul the mining concession application for the Tia Maria project; and (iv) to annul the resolution that approved the construction license. The lawsuits were filed by Messrs. Ernesto Mendoza Padilla (filed May 26, 2015), Juan Alberto Guillen Lopez (filed June 18, 2015), Junta de Usuarios del Valle del Tambo (filed April 30, 2015), Gobierno Regional de Arequipa (filed December 16, 2019) and Municipalidad Distrital de Dean Valdivia (filed in January 2020 but notified in August 2022).
The Mendoza Padilla case was initially 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. On November 20, 2018, the Constitutional Court reversed the previous decisions and remanded the case to the lower court for further action. In the third quarter of 2020, the Company was notified that the complaint had been reinstated. The Company answered the complaint on September 15, 2020. On December 2, 2020, the lower court issued a resolution, considering the complaint answered. On September 27, 2021, the Court ordered to temporarily archive the case. As of March 31, 2024, the case remains pending resolution.
The Guillen Lopez case is currently before the lower court. Oral arguments took place on July 19, 2019. On January 7, 2020, the Judge decided to suspend the proceedings until the del Carpio Lazo case is concluded. On March 8, 2022, SCC’s Peruvian Branch informed the Court that the del Carpio Lazo case had concluded. On September 7, 2023, the Judge cancelled the suspension and declared the case ready for a resolution. As of March 31, 2024, the case remains pending resolution.
The Junta de Usuarios del Valle del Tambo case is currently before the lower court. In May 2016, the Company was included in the process after the Ministry of Energy and Mines filed a civil complaint. On March 6, 2019, the Company was formally notified of the lawsuit and answered the complaint on March 20, 2019. On July 8, 2019, the Company requested the suspension of the proceeding until the del Carpio Lazo case is concluded. On March 11, 2022, SCC’s Peruvian Branch informed the Court that the del Carpio Lazo case had concluded. As of March 31, 2024, the case remains pending resolution.
The Gobierno Regional de Arequipa case is currently before the lower court. The Company answered the complaint on September 15, 2020. On February 8, 2021, the Judge decided to suspend the proceeding until the del Carpio Lazo case was concluded. On March 24, 2022, SCC’s Peruvian Branch informed the Court that the del Carpio Lazo case had concluded. On March 28, 2022, the Judge cancelled the suspension. On May 24, 2022, the parties presented their closing arguments. On March 15, 2023, the Judge dismissed the lawsuit. The plaintiff missed the chance to appeal the ruling, therefore, the Judge declared the case had concluded in favor of SCC’s Peruvian Branch. On October 20, 2023 the Superior Court declared that the plaintiff had not been properly informed of the ruling and ordered issuance of a new notification of the First Instance ruling. The Superior Court instructed the First Instance Court to inform theGobierno Regional de Arequipa that it must establish a new address to ensure proper notification. As of March 31, 2024, the case is pending resolution.
The Municipalidad Distrital de Dean Valdivia case is currently before the lower court. On August 17, 2022, the Company was formally notified of the lawsuit and answered the complaint on September 2, 2022. SCC’s Peruvian Branch informed the Court the result of the del Carpio Lazo case. As of March 31, 2024, the case is 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 tailings dams with proper governmental authorization since 1995. Following a motion filed by the Peruvian Branch, the lower court included MINEM as a defendant in this lawsuit. MINEM has answered the complaint and denied the validity of the claim. On July 2, 2022, the case was temporarily archived. On May 26, 2023, the Judge ordered termination of the proceeding due to the lack of interest of the plaintiff. On June 2, 2023, the plaintiff appealed the termination of the proceeding. On September 18, 2023, the Superior Court reversed the termination and ordered the Judge to continue the proceeding. As of March 31, 2024, the case is pending resolution.
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.
The Accidental Spill at Buenavista Mine of 2014
In relation to the 2014 accidental spill of copper sulfate solution at a leaching pond in the Buenavista mine, the following legal procedures are pending 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 to determine those responsible for environmental damages. During the second quarter of 2018, the criminal complaint was dismissed. This decision was appealed and was pending resolution as of March 31, 2024. On October 12, 2023, SEMARNAT publicly announced the filing of another criminal complaint regarding the Sonora River spill, arguing that remediation of damages to the river was incomplete and compensation for said damages was insufficient. The Company has been directed to provide information regarding remediation activities and compensation for damages. In due course, BVC will analyze this new complaint. Nonetheless, the Company strongly believes that it has duly completed all remediation and compensation-related activities as required by the competent Mexican authorities and as such, this new complaint lacks merit.
Through the first half of 2015, six collective action lawsuits were filed in federal courts in Mexico City and Sonora againsttwo subsidiaries of the Company seeking economic compensation, clean up and remedial activities in order to restore the environment to its pre-existing conditions. Three of the collective action lawsuits have been dismissed by the court. As of March 31, 2024, three lawsuits are still pending: two were filed by Acciones Colectivas de Sinaloa, A.C. andone, by Defensa Colectiva, A.C.; requesting precautionary measures about construction of facilities for monitoring public health services and prohibiting the closure of the Rio 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 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 Dominguez 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. In 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. In the last quarter of 2018, BVC was served with other three civil action lawsuits, claiming similar damages. These lawsuits were filed by Los Corrales de la Estancia, S.C. de R.L.; Jose Antonio Navarro; Jesus Maria Peña Molina, et al; these actions were dismissed by the court, because they have expired. As of March 31, 2024, forty-five cases were pending resolution.
In 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 toone subsidiary of the Company; and (iv) the alleged inactivity of the authorities with regard of the spill in August
- The plaintiffs of these lawsuits are: Francisca Garcia Enriquez, et al filedtwo lawsuits, Francisco Ramon Miranda, et al and Jesus David Lopez Peralta et al. In 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. In the third quarter of 2017, BVC was served with another constitutional lawsuit filed by Francisca García Enriquez et al. In 2018, BVC was served withtwo additional constitutional lawsuits that were filed against SEMARNAT by Norberto Bustamante et al. With regard to the constitutional lawsuit filed by Maria Elena Heredia Bustamante et al; in which it was claimed the lack of community approval regarding the authorization granted by SEMARNAT to build the new BVC tailings dam, on September 5, 2018, the Supreme Court of Justice issued a resolution establishing that such authorization was granted to BVC in compliance with the applicable legislation. However, SEMARNAT must carry out a public meeting to inform the community of the technical aspects required to build the dam, potential impacts and prevention measures. This public meeting will have no material effects to BVC’s operations. SEMARNAT has carried out the consultation ordered by the Supreme Court. As a result, it has informed the corresponding Judge about its compliance with the resolution, in which BVC was required to implement additional measures of environmental impact prevention, such as: (i) the building of at least three monitoring wells downstream from the curtain of the contingency dam in a period of six months; (ii) monitoring of the groundwater level and water quality every six months; (iii) carrying out rain collection work in order to restore water to the Sonora River basin, with six months granted to present the execution program; (iv) determine the location of wildlife conservation and protection areas and define the need to establish biological corridors; (v) obtain photographic or videographic evidence every six months; (vi) submitting to SEMARNATtwo years before the closure and abandonment of the site, or earlier if necessary, the closure program that includes the cleaning and restoration of the soil including Mexican regulation NOM-141; (vii) include the measures in the Environmental Monitoring Program according to the environmental components impacted; and (viii) hiring an external environmental consultant to validate compliance with the current and new conditions imposed. The foregoing does not impact BVC’s operations. Additionally, the lawsuits filed by Maria de los Angeles Enriquez Bacame and Norberto Bustamante have been dismissed and closed without prejudice to the Company. As of March 31, 2024, the remaining cases were pending resolution.
It is currently not possible to determine the extent of the damages sought in these state and federal lawsuits but the Company believes that these lawsuits are without merit. Accordingly, the Company is vigorously defending against them. Nevertheless, the Company believes 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.
Labor matters:
Peruvian operations: 59.7% of the Company's 5,016 Peruvian employees were unionized at March 31, 2024. Currently, there aresix separate unions, none of which represents the majority of workers, as defined by current Peruvian labor legislation. Currently, the Company has bargaining agreements with thesix unions.
In the first quarter of 2023, the Company began applying the terms of the agreement entered into with thesix unions pursuant to Law 31632, which stipulates new conditions for compensation of leaves granted during COVID-19. Within the current framework of labor regulations and the agreements with all six unions, this compensation has been adapted to align with current working hours of the mining sector. These conditions were in effect until December 1, 2023.
In June 2023, the Company heldtwo meetings with the unions to discuss different issues of collective interest. In these meetings, the unions expressed concerns regarding the current economic situation, including the rise in the cost of living in Peru, as well as issues related to the provision of services granted by the Company. In this regard, in the third quarter of 2023, the Company released a formal response to each union where it is confirmed that there are collective labor agreements in force with each union. These agreements have regulated all the benefits related to salaries and working
conditions. The Company has been complying with all its obligations under such collective labor agreements and guarantees it will continue to maintain on-going communication with the unions to ensure harmony.
In the last quarter of 2023, one of the unions which represents 24.7% of affiliated workers in the Company’sthree productive units, held elections for 2023-2025. Another union, which represents 25.7% of affiliated workers, is in the process of electing its new representatives.
In the first quarter of 2024, meetings were held with four of the Company'ssix unions. At the meetings, the unions expressed their support for the Company’s investment projects. Additionally, the unions requested that conversations on collective labor agreements move forward. The Company is still evaluating this request.
The Company maintains permanent communication with union representatives to ensure labor harmony and proper management of labor relations. Southern Peru has collective bargaining agreements with each of thesix unions, the earliest expiration of these agreements is in 2024 and the latest, in 2027. These agreements regulate benefits related to remuneration and working conditions.
An important development in labor relations with the Company´s unions stems from a ruling by the Peruvian Supreme Court that was notified to the Company on October 23, 2023. After 12 years of litigation, the Court ruled in favor of the Company to settle a suit involving a worker payment the amount of S/11,000 (approximately $2,956.2) that a lower court had ordered the Company to pay to one of the unions in 2011. The Company had been legally pursuing recovery of the total amount paid to the workers. The union has expressed its intention to comply with the court order and to reach an agreement to return the amount paid by the Company.
Mexican operations: In recent years, the Mexican operations have experienced a positive improvement in their labor environment, as 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.
The workers of the San Martin mine were on strike since July 2007. On February 28, 2018, the striking workers of the San Martín mine of IMMSA held an election to vote on the union that would hold the collective bargaining agreement at the San Martin 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. On June 26, 2018, the Federal Mediation and Arbitration Board issued a ruling recognizing the election results. Due to the agreement between workers and the Company to end the protracted strike, on August 22, 2018, the Federal Mediation and Arbitration Board authorized the restart of operations of the San Martin mine. Such authorization was challenged by the National Mining Union. On April 4, 2019, the Federal Mediation and Arbitration Board recognized, once again, the election results from February 28, 2018, by which the National Federation of Independent Unions won by a majority. In the last quarter of 2019, a Federal Court issued a resolution that established that the Labor Court should analyze the list of workers with the right to vote in the union election. The Company and the National Federation of Independent Unions challenged such determination before the Supreme Court of Justice. Such challenges were dismissed by the Supreme Court. Consequently, on September 6, 2021, the Federal Mediation and Arbitration Board issued a new resolution determining that, based on the documents submitted by the National Federation of Independent Unions and given the status of the strike until 2018, it was not possible to create a registry of workers holding a right to vote. Therefore, in case of a strike, any collective bargaining proceedings shall remain suspended. On June 9, 2023, the Federal Mediation and Arbitration Board, in a ruling that veered from its previous stance, did not recognize the common representatives of the coalition workers and consequently ruled that the agreement which such representatives had made with the Company to lift the strike in 2018 lacked validity. Notwithstanding, on June 14, 2023, in an arbitration proceeding initiated at IMMSA's request, the Federal Mediation and Arbitration Board handed down a ruling that terminated the strike and ordered workers to resume activities within 15 days. The Mining Union filed a protective action (Amparo) against this resolution, which is pending resolution as of March 31, 2024.
Additionally, the Mining Union has filed a complaint before the Government of the United States of America under the rules of the Rapid Response Mechanism contained in the Mexico-United States-Canada Treaty (“T-MEC”), alleging denial of free association rights.
The Company´s operations at the San Martin unit continue to evolve normally and the conflict is expected to be resolved in accordance with the legal framework set by labor authorities; any actions taken will respect the will of the workers
In the case of the Taxco mine, its workers have been on strike since July 2007. After several legal procedures, in August 2015, the Supreme Court decided to assert jurisdiction over the case and to rule on it directly. As of March 31, 2024, the case was pending resolution without further developments.
It is expected that operations at the Taxco mine will remain suspended until the labor issues are resolved. In view of the lengthy strike, the Company has reviewed the carrying value of the Taxco mine to ascertain whether impairment exists. The Company concluded that there is a non-material impairment of the assets located at this mine.
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.
Other commitments:
Peruvian Operations:
Michiquillay
In June 2018, the Company signed a contract for the acquisition of the Michiquillay copper project in Cajamarca, Peru, at a purchase price of $400 million. Michiquillay is a world-class mining project with estimated inferred mineral resources of 2,288 million tonnes with an estimated copper grade of 0.43%. It is expected to produce 225,000 tonnes of copper per year (along with by-products of molybdenum, gold and silver) for an initial mine life of more than 25 years.
As per the purchase agreement, the Company paid $12.5 million at the signing of the contract and $12.5 million in June 2021. The remaining balance of $375.0 million will be paid if the Company decides to develop the project. Therefore, it is not a present obligation. In June 2022, the Company notified the Peruvian authorities of the end of the suspension period and the start of the preoperational period that lasts 12 years and it can be extended forthree more years. The start of the preoperational period does not imply a payment obligation. The Company must support an investment of $20 million in the next five years which includes exploration activities as well as the development of social programs.
In 2021, the Company signed social agreements with the Michiquillay and La Encañada communities. In addition, in October 2021, the Peruvian Ministry of Energy and Mines approved the semi-detailed environmental impact study for the project. In the last quarter of 2022, the Company informed MINEM that exploration activities had begun and that it initiated an in-depth assessment of existing mineral resources. In 2023, in accordance with the social agreements with the Michiquillay and La Encañada communities, the Company has hired unskilled labor and is paying for the use of surface land. The Company is supporting social programs in both communities. Additionally, the Company continues exploration activities on this project and as of March 31, 2024 it had drilled 80,000 meters and obtained 27,902 core samples, which are currently under evaluation. Geological modeling, cross section interpretation, and drilling logging are currently underway.
Social agreements with the Michiquillay and La Encañada communities represent an opportunity to improve quality of life for their residents through the Company´s strong social programs, backed by a solid framework for technical work at the project level. The main commitments signed by the Company regarding the social agreements are related to providing support for agricultural and livestock activities, financial support for local initiatives, and social programs in favor of education, water management, waste disposal, and healthcare for vulnerable groups.
Corporate Social Responsibility
The Company has a corporate social responsibility policy to maintain and promote the continuity of its mining operations while obtaining the best results. The main objective of this policy is to integrate the Company´s operations with local communities in the areas of influence of its operations by creating permanent positive relationships to develop optimum social conditions and 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 $119.6 million). In relation to this commitment, the Company has completed the construction of a school with an investment of S/18.8 million (approximately $5.1 million), infrastructure projects with an investment of S/10.7 million (approximately $2.9 million) andthree irrigation systems with an investment of S/4.1 million (approximately $1.1 million). Additionally, the Company has co-financed the construction of the Cularjahuira dam for S/15.6 million (approximately $4.2 million) and is preparing the engineering study for the Callazas dam for S/2.6 million (approximately $0.7 million). The Company is also building a drinking water project for S/9.6 million (approximately $2.6 million).
As the Toquepala expansion project was completed, the Company considers that these commitments constitute present obligations of the Company and consequently has recorded a liability of $14.3 million in its consolidated financial statements as of March 31, 2024.
In addition, the Company has committed S/97.7 million (approximately $26.3 million) for the construction of a high-achievement school in the Tacna region under the “Works for Taxes” (obras por impuestos) program, which allows the Company to use these amounts as an advance payment of taxes..
Moquegua Region: In the Moquegua region, the Company participates in a “development roundtable” with local municipal authorities and community representatives to discuss social needs to determine how the Company can contribute to sustainable development in the region. Although the development roundtable is not currently meeting, during previous sessions it discussed the possibility of creating a Moquegua Region Development Fund, for which the Company has offered a contribution of S/1,000 million (approximately $268.7 million). While the final funding agreement has yet to be signed, the Company has already committed to contributing S/251.3 million (approximately $67.5 million) to different projects, including S/108.4 million (approximately $28.7 million) to fund an educational project for which S/106.7 million (approximately $28.4 million) has already been invested; this project is close to completion. Additionally outlays have begun to build a residual water treatment plant in Ilo, which entails a total investment of S/105.5 million (approximately $28.2 million), is currently underway and as of March 31, 2024, had advanced 38%. There are civil works ongoing and the procurement process has already started. Also, sanitation permits are under review by the Municipal authorities and the Company´s legal area. On the education front, S/18.2 million (approximately $4.9 million) has been executed to build three schools in Moquegua, all of which have been completed. Lastly, S/7.0 million (approximately $1.9 million) has been invested to develop sidewalks in Pacocha and S/6.2 million (approximately $1.7 million) has been used for feasibility studies and other smaller-scale efforts.
In addition, the Company has committed S/233.0 million (approximately $62.6 million) to build three infrastructure projects in the Moquegua region and has financed pre-investment studies for basic sanitation for S/0.3 million (approximately $0.1 million), all of that under the “Works for Taxes” (obras por impuestos) program, which allows the Company to use these amounts as an advance payment of taxes.
Apurimac Region: The Company has committed S/83.7 million (approximately $22.5 million) to buildtwo educational infrastructure projects under the “Works for Taxes” (obras por impuestos) program, which allows the Company to use these amounts as an advance payment of taxes.
Arequipa Region: The Company has completed the financing of the studies for a sport infrastructure project for S/0.7 million (approximately $0.2 million) and has committed S/106.3 million (approximately $28.6 million) to buildtwo educational infrastructure projects, under the “Works for Taxes” (obras por impuestos) program, which allows the Company to use these amounts as an advance payment of taxes.
Power purchase agreements
| ● | Electroperu S.A.: In June 2014, the Company entered into a power purchase agreement for 120 megawatts (“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. |
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| ● | 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 starting on May 1, 2017 and ending on October 31, 2029. |
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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 5 “Related party transactions”. |
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| ● | 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 5 “Related party transactions”. |
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| ● | Parque Eolico de Fenicias, S. de R.L. de C.V.: On February 20, 2020, the Company signed a power purchase agreement with Parque Eolico de Fenicias, S. de R.L. de C.V., an indirect subsidiary of Grupo Mexico, to supply 611,400 MWh of power per year to some of the Company´s Mexican operations for 20 years. This agreement is expected to become effective during the second quarter of 2024. |
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Corporate operations:
Commitment for capital projects
As of March 31, 2024, the Company had committed approximately $314.7 million to 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 — STOCKHOLDERS’EQUITY:
Treasury Stock:
Activity in treasury stock in the three-month period ended March 31, 2024 and 2023 is as follows (in millions):
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2024 | 2023 | ||||
| Southern Copper common shares | | | | | | |
| Balance as of January 1, | | $2,766.6 | | $2,766.9 | ||
| Used for corporate purposes | | (*) | | (0.1) | ||
| Balance as of March 31, | | 2,766.6 | | 2,766.8 | ||
| | | | | | | |
| Parent Company (Grupo Mexico) common shares | | | | | | |
| Balance as of January 1, | | 382.3 | | 340.7 | ||
| Other activity, including dividend, interest and foreign currency translation effect | | 8.3 | | 7.6 | ||
| Balance as of March 31, | | 390.6 | | 348.3 | ||
| Treasury stock balance as of March 31, | | $3,157.2 | | $3,115.1 | ||
Common Stock:
In September 2022, Grupo Mexico, through its wholly owned subsidiary AMC, purchased 350,000 shares of SCC’s Common Stock. With this purchase and the Company’s repurchase of shares of its Common Stock, the indirect ownership of Grupo Mexico increased to 88.92% at December 31, 2022.
Southern Copper Common Shares:
On March 31, 2024 and on December 31, 2023, there were in treasury 111,482,817 and 111,485,617 shares of SCC’s common stock, respectively.
Directors’ Stock Award Plan:
The Company has established a Director´s Stock Award Plan for certain non-employee directors. Southern Copper has reserved 600,000 shares of common stock for the plan. Under this plan, participants are entitled to an award of 1,600 shares of common stock upon election to the Board of Directors and are eligible to receive 1,600 additional shares of common stock per year thereafter. Commencing with the second quarter of 2021, Directors receive quarterly awards of 400 shares, contingent upon attendance of each quarterly Board meeting. The fair value of the award is measured each year at the date of the grant. On May 27, 2022, the Company’s stockholders approved afive-year extension of the Plan until January 27, 2028. The award is not subject to vesting requirements.
For 2023 and 2022, the stock-based compensation expense associated with this plan amounted to $0.3 million for both years.
The activity of this plan for the years ended March 31, 2024 and 2023 was as follows:
| · · · · | ||
|---|---|---|
| | 2024 | 2023 |
| Total SCC shares reserved for the plan | 600,000 | 600,000 |
| Total shares granted at January 1, | (428,800) | (416,800) |
| Granted in the period | (2,800) | (3,200) |
| Total shares granted at March 31, | (431,600) | (420,000) |
| Remaining shares reserved | 168,400 | 180,000 |
Parent Company common shares:
At March 31, 2024 and 2023 there were in treasury 67,775,330 and 72,325,043 of Grupo Mexico’s common shares, respectively.
Employee Stock Purchase Plan:
2018 Plan: In November 2018, the Company offered a new stock purchase plan (the “New Employee Stock Purchase Plan”) to eligible employees through a trust that acquires series B shares of Grupo Mexico stock for sale to its employees, and employees of subsidiaries, and certain affiliated companies. The purchase price was established at 37.89 Mexican pesos (approximately $1.86) for the initial subscription, which expires in October 2026. 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 theeight-year period of the plan. At the end of theeight-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 theeight-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 on the date of resignation of the fully paid shares, net of costs and taxes. When the fair market
sales value of the shares is higher than the purchase price, the Company will apply a deduction over the amount to be paid to the employee based on 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 three-month period ended March 31, 2024 and 2023 and the unrecognized compensation expense under this plan were as follows (in millions):
| · · · · · · | |||
|---|---|---|---|
| | 2024 | | 2023 |
| Stock based compensation expense | | $0.2 | $0.2 |
| Unrecognized compensation expense | | $1.5 | $2.2 |
The following table presents the stock award activity of this plan for the three-month period ended March 31, 2024 and 2023:
| | | | | |
|---|---|---|---|---|
| | | | | Unit Weighted Average |
| · Shares · Grant Date Fair Value | ||||
| Outstanding shares at January 1, 2024 | 1,962,936 | $1.86 | ||
| Granted | — | $— | ||
| Exercised | (22,216) | 1.86 | ||
| Forfeited | | | — | |
| Outstanding shares at March 31, 2024 | 1,940,720 | $1.86 | ||
| Outstanding shares at January 1, 2023 | | 2,754,506 | $1.86 | |
| Granted | | — | | — |
| Exercised | | (624,026) | | — |
| Forfeited | | — | | — |
| Outstanding shares at March 31, 2023 | 2,130,480 | $1.86 | ||
Executive Stock Purchase Plan:
Grupo Mexico also offers a stock purchase plan to certain members of its executive management; to executive management at its subsidiaries; and to certain affiliated companies. Under this plan, participants will receive cash incentive bonuses to purchase shares of Grupo Mexico, which are deposited in a trust.
Non-controlling interest:
The following table presents the non-controlling interest activity the three-month period ended March 31, 2024 and 2023 (in millions):
| · · · · · · | ||||
|---|---|---|---|---|
| · 2024 · 2023 | ||||
| Balance as of January 1, | $63.1 | $62.7 | ||
| Net earnings | | 2.8 | | 2.7 |
| Dividend paid | | (1.7) | | (1.8) |
| Balance as of March 31, | $64.2 | $63.6 | ||
NOTE 11 — FAIR VALUE MEASUREMENT:
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, which 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, 2024 and December 31, 2023 (in millions):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · At March 31, 2024 · · At December 31, 2023 | ||||||||||||
| | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||
| Liabilities: | | | | | | | | | | | | |
| Long-term debt level 1 | | | 6,204.3 | | | 6,319.4 | | | 6,203.4 | | $6,431.9 | |
| Long-term debt level 2 | | | 51.2 | | | 55.1 | | | 51.2 | | | 54.0 |
| Total long-term debt | | $6,255.5 | | $6,374.6 | | $6,254.6 | | $6,485.9 | ||||
Long-term debt is carried at amortized cost and its estimated fair value is based on quoted market prices classified as Level 1 in the fair value hierarchy except for the case of the Yankee bonds, which qualify as Level 2 in the fair value hierarchy as they are based on quoted prices in markets that are not active.
Fair values of assets and liabilities measured at fair value on a recurring basis were calculated as follows as of March 31, 2024 and December 31, 2023 (in millions):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value at Measurement Date Using: | ||||||||||||
| · · · · · Significant · · | ||||||||||||
| · · Fair Value · · Quoted prices in · · other · · Significant | ||||||||||||
| · · as of · · active markets for · · observable · · unobservable | ||||||||||||
| · · March 31, · · identical assets · · inputs · · inputs | ||||||||||||
| Description · · 2024 · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Assets: | | | | | | | | | | | | |
| Short term investment: | | | | | | | | | | | | |
| —Trading securities | | $329.1 | | $329.1 | | $— | | $— | ||||
| —Available-for-sale debt securities: | | | | | | | | | | | | |
| Corporate bonds | | — | | | — | | | — | | | — | |
| Asset backed securities | | 0.1 | | | — | | | 0.1 | | | — | |
| Mortgage backed securities | | 0.1 | | | — | | | 0.1 | | | — | |
| Accounts receivable: | | | | | | | | | | | | |
| —Embedded derivatives—Not classified as hedges: | | | | | | | | | | | | |
| Provisionally priced sales: | | | | | | | | | | | | |
| Copper | | 273.4 | | 273.4 | | | — | | | — | ||
| Molybdenum | | 110.0 | | 110.0 | | — | | | — | |||
| Total | | $712.7 | | $712.5 | | $0.2 | | $— | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value at Measurement Date Using: | ||||||||||||
| · · · · · Significant · · | ||||||||||||
| · · Fair Value · · Quoted prices in · · other · · Significant | ||||||||||||
| · · as of · · active markets for · · observable · · unobservable | ||||||||||||
| · · December 31, · · identical assets · · inputs · · inputs | ||||||||||||
| Description · · 2023 · · (Level 1) · · (Level 2) · · (Level 3) | ||||||||||||
| Assets: | | | | | | | | | | | | |
| Short term investment: | | | | | | | | | | | | |
| —Trading securities | | $599.1 | | $599.1 | | $— | | $— | ||||
| —Available-for-sale debt securities: | | | | | | | | | | | | |
| Asset backed securities | | 0.1 | | | — | | | 0.1 | | | — | |
| Mortgage backed securities | | 0.1 | | | — | | | 0.1 | | | — | |
| Accounts receivable: | | | | | | | | | | | | |
| —Embedded derivatives-Not classified as hedges: | | | | | | | | | | | | |
| Provisionally priced sales: | | | | | | | | | | | | |
| Copper | | 657.5 | | 657.5 | | | — | | | — | ||
| Molybdenum | | 264.9 | | 264.9 | | — | | | — | |||
| Total | | $1,521.7 | | $1,521.5 | | $0.2 | | $— | ||||
The Company’s short-term trading securities investments were classified as Level 1 because they were valued using quoted prices of the same securities as they consisted of bonds issued by public companies and were publicly traded. The Company’s short-term available-for-sale investments are classified as Level 2 because they are valued using quoted prices for similar investments.
The Company’s accounts receivables associated with provisionally priced copper sales are valued using quoted market prices based on the forward price on the LME or on the COMEX. Such value is classified within Level 1 of the fair value hierarchy. Molybdenum prices are established by reference to the publication Platts Metals Week and are considered Level 1 in the fair value hierarchy.
NOTE 12 — REVENUE:
The Company’s net sales were $2,599.8 million in the three-month period ended March 31, 2024, compared to $2,793.9 million in the same period of 2023. The geographic breakdown of the Company’s sales is as follows (in millions):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2024 | |||||||||||||||
| · · · · Mexican · · · · · · · · · | |||||||||||||||
| · · Mexican · · IMMSA · · Peruvian · · Corporate & · · · | |||||||||||||||
| | Open-Pit | Unit | Operations | Elimination | Consolidated | ||||||||||
| The Americas: | | | | | | | | | | | | | | | |
| Mexico | | $591.3 | | $106.2 | | $7.9 | | $(33.0) | | $672.3 | |||||
| United States | | 272.2 | | 1.7 | | 38.7 | | | | 312.6 | |||||
| Peru | | — | | 8.4 | | 165.9 | | (8.3) | | 166.1 | |||||
| Brazil | | — | | 9.0 | | 116.0 | | | | 124.9 | |||||
| Chile | | — | | — | | 94.4 | | | | 94.4 | |||||
| Other American countries | | 7.2 | | — | | 4.1 | | | | 11.3 | |||||
| Europe: | | | | | | | | | | | |||||
| Switzerland | | 161.8 | | 15.3 | | 52.0 | | | | 229.0 | |||||
| Italy | | (*) | | 6.0 | | 75.3 | | | | 81.3 | |||||
| Spain | | 110.3 | | — | | 19.8 | | | | 130.1 | |||||
| Other European countries | | 58.6 | | 1.4 | | 106.9 | | | | 166.8 | |||||
| Asia: | | | | | | | | | | | |||||
| China | | | 175.6 | | | 1.1 | | | 109.7 | | | | | | 286.4 |
| Singapore | | 17.7 | | (2.6) | | 42.3 | | | | 57.3 | |||||
| Japan | | 54.0 | | — | | 190.9 | | | | 245.0 | |||||
| Other Asian countries | | 17.4 | | — | | 4.7 | | | | | 22.1 | ||||
| Total | | $1,466.0 | | $146.4 | | $1,028.7 | | $(41.3) | | $2,599.8 | |||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2023 | |||||||||||||||
| · · · · · Mexican · · · · · · · · · | |||||||||||||||
| · · Mexican · · IMMSA · · Peruvian · · Corporate & · · · | |||||||||||||||
| | Open-Pit | Unit | Operations | Elimination | Consolidated | ||||||||||
| The Americas: | | | | | | | | | | | | | | | |
| Mexico | | $660.9 | | $137.0 | | $— | | $(36.5) | | $761.4 | |||||
| United States | | 356.7 | | 7.4 | | 148.3 | | | | 512.4 | |||||
| Peru | | — | | 1.8 | | 164.4 | | (1.7) | | 164.5 | |||||
| Brazil | | — | | 10.9 | | 97.2 | | | | 108.1 | |||||
| Chile | | (5.2) | | — | | 105.9 | | | | 100.7 | |||||
| Other American countries | | 9.5 | | — | | 6.2 | | | | 15.7 | |||||
| Europe: | | | | | | | | | | | | ||||
| Switzerland | | | 136.8 | | 8.6 | | 103.5 | | | | 248.9 | ||||
| Italy | | | (0.2) | | 6.4 | | 117.1 | | | | 123.3 | ||||
| Spain | | | 123.9 | | — | | — | | | | 123.9 | ||||
| Other European countries | | | 59.6 | | 7.3 | | 53.3 | | | | 120.2 | ||||
| Asia: | | | | | | | | | | | | ||||
| China | | | 153.3 | | | — | | | 29.7 | | | | | | 183.0 |
| Singapore | | | 44.2 | | — | | 57.3 | | | | 101.5 | ||||
| Japan | | | 61.9 | | — | | 137.6 | | | | 199.5 | ||||
| Other Asian countries | | | 25.5 | | 0.1 | | 5.2 | | | | | 30.8 | |||
| Total | | $1,626.9 | | $179.5 | | $1,025.7 | | $(38.2) | | $2,793.9 | |||||
The following table presents information regarding the sales value by reporting segment of the Company’s significant products for the three-month period ended March 31, 2024 and 2023 (in millions):
| · · · · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2024 | ||||||||||
| · · · Mexican · · · · · · | ||||||||||
| · · Mexican · IMMSA · Peruvian · Corporate, Other & · Total | ||||||||||
| | | Open-pit | | Unit | | Operations | | Eliminations | | Consolidated |
| Copper | | $1,206.2 | | $27.5 | | $829.0 | | $(19.0) | | $2,043.7 |
| Molybdenum | | 144.6 | | — | | 129.0 | | — | | 273.6 |
| Silver | | 66.7 | | 35.5 | | 31.1 | | (21.7) | | 111.6 |
| Zinc | | 4.3 | | 65.2 | | — | | 0.6 | | 70.1 |
| Other | | 44.2 | | 18.2 | | 39.6 | | (1.2) | | 100.8 |
| Total | | $1,466.0 | | $146.4 | | $1,028.7 | | $(41.3) | | $2,599.8 |
| · · · · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2023 | ||||||||||
| · · · Mexican · · · · · · | ||||||||||
| · · Mexican · IMMSA · Peruvian · Corporate, Other & · Total | ||||||||||
| | | Open-pit | | Unit | | Operations | | Eliminations | | Consolidated |
| Copper | | $1,340.6 | | $19.5 | | $804.9 | | $(17.1) | | $2,147.9 |
| Molybdenum | | 160.7 | | — | | 140.9 | | — | | 301.6 |
| Silver | | 65.3 | | 42.8 | | 25.5 | | (18.5) | | 115.1 |
| Zinc | | — | | 91.5 | | — | | 0.6 | | 92.1 |
| Other | | 60.3 | | 25.7 | | 54.4 | | (3.2) | | 137.2 |
| Total | | $1,626.9 | | $179.5 | | $1,025.7 | | $(38.2) | | $2,793.9 |
The opening and closing balances of receivables by reporting segment of the Company were as follows (in millions):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Mexican · · · · · · · · · | |||||||||||||||
| · Mexican · IMMSA · Peruvian · Corporate & · · | |||||||||||||||
| · · Open-Pit · · Unit · · Operations · · Elimination · · Consolidated | |||||||||||||||
| | | | | | | | | | | | | | | | |
| As of March 31, 2024: · · · · · · | |||||||||||||||
| Trade receivables | | $708.1 | | $47.7 | | $538.1 | | $— | | $1,293.9 | |||||
| Related parties, current | | 20.8 | | 2.2 | | 0.2 | | — | | 23.2 | |||||
| | | | | | | | | | | | | | | | |
| As of December 31, 2023: | | | | | | ||||||||||
| Trade receivables | | $556.3 | | $49.1 | | $535.7 | | $— | | $1,141.1 | |||||
| Related parties, current | | 25.7 | | 0.9 | | 0.8 | | (0.1) | | 27.3 | |||||
As of March 31, 2024, the Company has long-term contracts with promises to deliver the following products in 2024:
| | | |
|---|---|---|
| Copper concentrates (in tonnes) | 180,000 | |
| Copper cathodes (in tonnes) | | 48,000 |
| Molybdenum concentrates (in tonnes) | 18,970 | |
| Sulfuric acid (in tonnes) | 346,276 |
Provisionally priced sales: At March 31, 2024, the Company has recorded provisionally priced sales of copper at average forward prices per pound, and molybdenum at the March 31, 2024 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, 2024:
| | | | | | | |
|---|---|---|---|---|---|---|
| · Sales volume · Priced at · | ||||||
| | | (million lbs.) | | (per pound) | | Month of settlement |
| Copper | | 211.4 | | 4.01 | | April 2024 through August 2024 |
| Molybdenum | | 16.2 | | 19.70 | | April 2024 through July 2024 |
The provisional sales price adjustment included in accounts receivable and net sales as of March 31, 2024 includes positive adjustments of $36.3 million for copper and $1.5 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 on operating results.
NOTE 13**—**** 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.
Thethree reportable segments identified are groups of mines, each of which constitute an operating segment, with similar economic characteristics, types 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 types 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 thethree segments and the results of the Company’s operations are regularly reported to the Chief Operating Decision Maker (“CODM”) on the segment basis. The CODM of the Company focuses 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.
Financial information relating to Southern Copper’s segments is as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2024 | |||||||||||||||
| · · (in millions) | |||||||||||||||
| · · Mexican · · · Corporate, other · · | |||||||||||||||
| · · Mexican · · IMMSA · · Peruvian · · and · · · | |||||||||||||||
| · · Open-pit · · Unit · · Operations · · eliminations · · Consolidated | |||||||||||||||
| Net sales outside of segments | | $1,466.0 | | $105.1 | | $1,028.7 | | $— | | $2,599.8 | |||||
| Intersegment sales | | — | | 41.3 | | | | (41.3) | | — | |||||
| Cost of sales (exclusive of depreciation, amortization and depletion) | | 594.6 | | 129.7 | | 474.6 | | (41.3) | | 1,157.6 | |||||
| Selling, general and administrative | | 17.1 | | 2.6 | | 9.4 | | 1.8 | | 30.8 | |||||
| Depreciation, amortization and depletion | | 99.7 | | 19.2 | | 81.4 | | 8.7 | | 209.0 | |||||
| Exploration | | 3.6 | | 1.8 | | 5.8 | | 1.5 | | 12.7 | |||||
| Operating income | | $751.0 | | $(6.8) | | $457.5 | | $(12.0) | | | 1,189.7 | ||||
| Less: | | | | | | | | | | | | | | | |
| Interest, net | | | | | | | | | | | | | | (53.2) | |
| Other income (expense) | | | | | | | | | | | | | | 19.0 | |
| Income taxes | | | | | | | | | | | | | | (423.4) | |
| Equity earnings of affiliate | | | | | | | | | | | | | | 6.7 | |
| Non-controlling interest | | | | | | | | | | | | | | (2.8) | |
| Net income attributable to SCC | | | | | | | | | | | | | | $736.0 | |
| Capital investment | | $107.1 | | $31.8 | | $70.5 | | $4.4 | | $213.8 | |||||
| Property and mine development, net | | $4,836.2 | | $765.0 | | $3,771.2 | | $410.8 | | $9,783.2 | |||||
| Total assets | | $9,242.2 | | $1,193.0 | | $5,353.1 | | $1,001.0 | | $16,789.3 | |||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, 2023 | |||||||||||||||
| · · (in millions) | |||||||||||||||
| · · Mexican · · · Corporate, other · · | |||||||||||||||
| · · Mexican · · IMMSA · · Peruvian · · and · · | |||||||||||||||
| · · Open-pit · · Unit · · Operations · · eliminations · · Consolidated | |||||||||||||||
| Net sales outside of segments | | $1,626.9 | | $141.3 | | $1,025.7 | | $— | | $2,793.9 | |||||
| Intersegment sales | | — | | 38.2 | | — | | (38.2) | | — | |||||
| Cost of sales (exclusive of depreciation, amortization and depletion) | | 618.4 | | 155.4 | | 481.3 | | (60.9) | | 1,194.2 | |||||
| Selling, general and administrative | | 15.9 | | 3.0 | | 9.0 | | 2.5 | | 30.4 | |||||
| Depreciation, amortization and depletion | | 75.5 | | 17.5 | | 81.6 | | 29.1 | | 203.7 | |||||
| Exploration | | 1.3 | | 2.2 | | 4.6 | | 3.8 | | 11.9 | |||||
| Operating income | | $915.8 | | $1.4 | | $449.2 | | $(12.7) | | | 1,353.7 | ||||
| Less: | | | | | | | | | | | | | | | |
| Interest, net | | | | | | | | | | | | | | (61.4) | |
| Other income (expense) | | | | | | | | | | | | | | 10.5 | |
| Income taxes | | | | | | | | | | | | | | (480.5) | |
| Equity earnings of affiliate | | | | | | | | | | | | | | (6.4) | |
| Non-controlling interest | | | | | | | | | | | | | | (2.7) | |
| Net income attributable to SCC | | | | | | | | | | | | | | $813.2 | |
| Capital investment | | $115.7 | | $28.8 | | $89.8 | | $3.8 | | $238.1 | |||||
| Property and mine development, net | | $4,729.5 | | $690.6 | | $3,649.8 | | $544.0 | | $9,613.9 | |||||
| Total assets | | $9,185.0 | | $1,121.1 | | $4,851.2 | | $2,166.0 | | $17,323.3 | |||||
NOTE 14**—**** SUBSEQUENT EVENTS:**
Dividends:
On April 18, 2024, the Board of Directors authorized a quarterly stock dividend of 0.0104 shares of common stock per share of common stock, payable on May 23, 2024 to shareholders of record at the close of business on May 8, 2024.
In lieu of fractional shares, cash will be distributed to each shareholder who would otherwise have been entitled to receive a fractional share, based on a share price of $115.13, which is the average of the high and low share price on April 18, 2024
Shareholders will not be required to take any action to receive the stock dividend. After the payment date, shareholders' book entry accounts will be credited with the additional shares that represent the stock dividend. When shares are held in a brokerage account in the name of a broker, the additional shares will be distributed to the broker on the shareholder's behalf. The stock dividend is administered by Computershare, the Company's transfer agent.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.