STOCKHOLDERS' EQUITY:

3 Months Ended

Mar. 31, 2014

STOCKHOLDERS' EQUITY:

STOCKHOLDERS' EQUITY:

NOTE 11 — STOCKHOLDERS´EQUITY:

Treasury Stock:

Activity in treasury stock in the three-month period ended March 31, 2014 and 2013 is as follows (in millions):

	2014		2013
Southern Copper common shares
Balance as of January 1,	$	1,011.0	$	729.8
Purchase of shares	52.5		—
Stock dividend	—		—
Balance as of March 31,	1,063.5		729.8
Parent Company (Grupo Mexico) common shares
Balance as of January 1,	205.6		189.0
Other activity, including dividend, interest and currency translation effect	6.3		12.4
Balance as of March 31,	211.9		201.4
Treasury stock balance as of March 31,	$	1,275.4	$	931.2

Southern Copper Common Shares:

At March 31, 2014 and 2013, there were in treasury 51,152,615 and 39,045,536 SCC’s common shares, respectively.

SCC share repurchase program:

In 2008, the Company’s Board of Directors authorized a $500 million share repurchase program. On July 28, 2011, the Company’s Board of Directors authorized an increase of the share repurchase program to $1 billion and on October 17, 2013, the Company’s Board of Directors authorized an additional increase to $2 billion. Pursuant to this program, the Company purchased common stock as shown in the table below. These shares are available for general corporate purposes. The Company may purchase additional shares of its common stock from time to time, based on market conditions and other factors. This repurchase program has no expiration date and may be modified or discontinued at any time.

					Total Number of	Maximum Number of
			Average		Shares Purchased as	Shares that May Yet
Period		Total Number of	Price Paid		Part of Publicly	Be Purchased Under	Total Cost
From	To	Shares Purchased	per Share		Announced Plan	the Plan @ $29.11 (*)	($ in millions)
2008:		28,510,150	$	13.49	28,510,150		$	384.7
2009:		4,912,000	14.64		33,422,150		71.9
2010:		15,600	29.69		33,437,750		0.5
2011:		9,034,400	30.29		42,472,150		273.7
2012:		4,442,336	33.17		46,914,486		147.3
2013:		10,245,000	27.47		57,159,486		281.4
2014:
01/01/14	01/31/14	1,768,000	28.06		58,927,486		49.6
03/01/14	03/21/14	106,079	27.04		59,033,565		2.9
Total first quarter		1,874,079	28.00				52.5
Total purchased		59,033,565	$	20.53		27,070,666	$	1,212.0

(*) NYSE closing price of SCC common shares at March 31, 2014

As a result of the repurchase of shares of SCC’s common stock, Grupo Mexico’s direct and indirect ownership was 82.5% as of March 31, 2014.

Parent Company common shares:

At March 31, 2014 and 2013 there were in treasury 72,814,824 and 76,394,108 of Grupo Mexico’s common shares, respectively.

Employee Stock Purchase Plan:

2007 Plan: In January 2007, the Company offered to eligible employees a stock purchase plan (the “Employee Stock Purchase Plan”) through a trust that acquires shares of Grupo Mexico stock for sale to its employees, employees of subsidiaries, and certain affiliated companies.  The purchase price is established at the approximate fair market value on the grant date.  Every two years employees will be able to acquire title to 50% of the shares paid in the previous two years.  The employees will pay for shares purchased through monthly payroll deductions over the eight year period of the plan.  At the end of the eight year period, the Company will grant the participant a bonus of one share for every ten shares purchased by the employee.

If Grupo Mexico pays dividends on shares during the eight year period, the participants will be entitled to receive the dividend in cash for all shares that have been fully purchased and paid as of the date that the dividend is paid.  If the participant has only partially paid for shares, the entitled dividends will be used to reduce the remaining liability owed for purchased shares.

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

In case of retirement or death of the employee, the Company will render the buyer or his legal beneficiary, the fair market sales value as of the date of retirement or death of the shares effectively paid, net of costs and taxes.

The stock based compensation expense for the first quarter 2014 and 2013, under the Employee Stock Purchase Plan and the unrecognized compensation expense as of March 31, 2014 and 2013 under this plan were as follows (in millions):

	2014		2013
Stock based compensation expense	$	0.5	$	0.5
Unrecognized compensation expense	$	1.6	$	3.7

The unrecognized compensation expense under this plan is expected to be recognized over the remaining nine month period.

The following table presents the stock award activity of the Employee Stock Purchase Plan for the three months ended March 31, 2014 and 2013:

	Shares		Unit Weighted AverageGrant Date Fair Value
Outstanding shares at January 1, 2014	4,449,599		$	1.16
Granted	—		—
Exercised	(40,632	)	$	1.16
Forfeited	—		—
Outstanding shares at March 31, 2014	4,408,967		$	1.16
Outstanding shares at January 1, 2013	6,955,572		$	1.16
Granted	—		—
Exercised	(2,349,157	)	$	1.16
Forfeited	(29,639	)	$	1.16
Outstanding shares at March 31, 2013	4,576,776		$	1.16

2010 Plan:  During 2010, the Company offered to eligible employees a new stock purchase plan (the “New Employee Stock Purchase Plan”) through a trust that acquires series B shares of Grupo Mexico stock for sale to its employees, employees of subsidiaries, and certain affiliated companies.  The purchase price was established at 26.51 Mexican pesos (approximately $2.05) for the initial subscription.  The terms of the New Employee Stock Purchase Plan are similar to the terms of the Employee Stock Purchase Plan.

The stock based compensation expense for the first quarter 2014 and 2013, under the New Employee Stock Purchase Plan and the unrecognized compensation expense as of March 31, 2014 and 2013 under this plan were as follows (in millions):

	2014		2013
Stock based compensation expense	$	0.1	$	0.1
Unrecognized compensation expense	$	2.5	$	3.0

The unrecognized compensation expense under this plan is expected to be recognized over the remaining four year and nine month period.

The following table presents the stock award activity of the New Employee Stock Purchase Plan for the three months ended March 31, 2014 and 2013:

	Shares		Unit Weighted AverageGrant Date Fair Value
Outstanding shares at January 1, 2014	3,012,464		$	2.05
Granted	—		—
Exercised	(249,446	)	$	2.05
Forfeited	—		—
Outstanding shares at March 31, 2014	2,763,018		$	2.05
Outstanding shares at January 1, 2013	2,944,742		$	2.05
Granted	—		—
Exercised	—		—
Forfeited	(22,638	)	$	2.05
Outstanding shares at March 31, 2013	2,922,104		$	2.05