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STOCKHOLDERS' EQUITY:
9 Months Ended
Sep. 30, 2015
STOCKHOLDERS' EQUITY:  
STOCKHOLDERS' EQUITY:

 

NOTE 11 — STOCKHOLDERS´EQUITY:

 

Treasury Stock:

 

Activity in treasury stock in the nine-month period ended September 30, 2015 and 2014 is as follows (in millions):

 

 

 

2015

 

2014

 

Southern Copper common shares

 

 

 

 

 

Balance as of January 1,

 

$

1,693.5

 

$

1,011.0

 

Purchase of shares

 

724.4

 

388.9

 

Used for corporate purposes

 

(0.4

)

(0.2

)

 

 

 

 

 

 

Balance as of September 30,

 

2,417.5

 

1,399.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company (Grupo Mexico) common shares

 

 

 

 

 

Balance as of January 1,

 

207.2

 

205.6

 

Other activity, including dividend, interest and currency translation effect

 

(6.9

)

6.2

 

 

 

 

 

 

 

Balance as of September 30,

 

200.3

 

211.8

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stock balance as of September 30,

 

$

2,617.8

 

$

1,611.5

 

 

 

 

 

 

 

 

 

 

The following table summarizes share distributions in the nine months of 2015 and 2014:

 

 

 

2015

 

2014

 

Southern Copper common shares

 

 

 

 

 

Directors’ Stock Award Plan

 

13,200 

 

12,000 

 

 

 

 

 

 

 

Parent Company (Grupo Mexico) common shares

 

 

 

 

 

Employee stock purchase plan (shares in millions)

 

4.3 

 

0.9 

 

 

Southern Copper Common Shares:

 

At September 30, 2015 and 2014, there were in treasury 98,044,916 and 61,740,460 SCC’s common shares, respectively.

 

SCC share repurchase program:

 

In 2008, the Company’s Board of Directors (“BOD”) authorized a $500 million share repurchase program that has since been increased by the BOD and is currently authorized to $3 billion. Pursuant to this program, the Company purchased common stock as shown in the table below. These shares are available for general corporate purposes. The Company may purchase additional shares of its common stock from time to time, based on market conditions and other factors. This repurchase program has no expiration date and may be modified or discontinued at any time.

 

Period

 

Total Number
of Shares

 

Average
Price Paid

 

Total Number of
Shares Purchased
as Part of Publicly

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plan

 

Total Cost

 

From

 

To

 

Purchased

 

per Share

 

Announced Plan

 

@ $26.72 (*)

 

($ in millions)

 

2008

 

2012

 

46,914,486 

 

$

18.72 

 

46,914,486 

 

 

 

$

878.1 

 

2013

 

 

 

10,245,000 

 

27.47 

 

57,159,486 

 

 

 

281.4 

 

2014

 

 

 

22,711,428 

 

30.06 

 

79,870,914 

 

 

 

682.8 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

01/01/15

 

01/31/15

 

5,927,154 

 

27.12 

 

85,798,068 

 

 

 

160.7 

 

02/01/15

 

02/28/15

 

2,590,076 

 

29.45 

 

88,388,144 

 

 

 

76.3 

 

03/01/15

 

03/31/15

 

4,563,649 

 

29.16 

 

92,951,793 

 

 

 

133.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total first quarter

 

 

 

13,080,879 

 

29.29 

 

 

 

 

 

370.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

04/01/15

 

04/30/15

 

1,511,200 

 

29.42 

 

94,462,993 

 

 

 

44.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total second quarter

 

 

 

1,511,200 

 

29.42 

 

 

 

 

 

44.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

07/01/15

 

07/31/15

 

1,603,800 

 

27.84 

 

96,066,793 

 

 

 

44.6 

 

08/01/15

 

08/31/15

 

6,160,000 

 

26.90 

 

102,226,793 

 

 

 

165.7 

 

09/01/15

 

09/30/15

 

3,724,273 

 

26.69 

 

105,951,066 

 

 

 

99.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total third quarter

 

 

 

11,488,073 

 

26.97 

 

 

 

 

 

309.7 

 

 

 

 

 

 

 

 

 

 

 

16,219,324 

 

 

 

Total purchased

 

 

 

105,951,066 

 

$

24.22 

 

 

 

 

 

$

2,566.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) NYSE closing price of SCC common shares at September 30, 2015.

 

As a result of the repurchase of shares of SCC’s common stock, Grupo Mexico’s direct and indirect ownership was 87.4% as of September 30, 2015.

 

Directors’ Stock Award Plan:

 

The Company established a stock award compensation plan for certain directors who are not compensated as employees of the Company. Under this plan, participants will receive 1,200 shares of common stock upon election and 1,200 additional shares following each annual meeting of stockholders thereafter. 600,000 shares of Southern Copper common stock have been reserved for this plan. The fair value of the award is measured each year at the date of the grant.

 

The activity of the plan in the nine-month period ended September 30, 2015 and 2014 is as follows:

 

 

 

2015

 

2014

 

Total SCC shares reserved for the plan

 

600,000

 

600,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shares granted at January 1,

 

(309,600

)

(297,600

)

Granted in the period

 

(13,200

)

(12,000

)

 

 

 

 

 

 

Total shares granted at September 30,

 

(322,800

)

(309,600

)

 

 

 

 

 

 

 

 

 

 

 

 

Remaining shares reserved

 

277,200

 

290,400

 

 

 

 

 

 

 

 

Parent Company common shares:

 

At September 30, 2015 and 2014 there were in treasury 92,739,076 and 70,760,983 of Grupo Mexico’s 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 was established at the approximate fair market value on the grant date. Every two years employees were able to acquire title to 50% of the shares paid in the previous two years. The employees paid for shares purchased through monthly payroll deductions over the eight year period of the plan. At the end of the eight year period, the Company granted the participant a bonus of one share for every ten shares purchased by the employee.

 

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

 

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

 

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

 

The stock based compensation expense for the nine months of 2014 was $1.6 million and the unrecognized compensation expense as of September 30, 2014 under the Employee Stock Purchase Plan was $0.5 million, which was recognized in the fourth quarter of 2014. This plan ended in January2015.

 

The following table presents the stock award activity of the Employee Stock Purchase Plan at the close of the plan and for the nine months ended September 30, 2015:

 

 

 

Shares

 

Unit Weighted Average
Grant Date Fair Value

 

 

 

 

 

 

 

Outstanding shares at January 1, 2015

 

4,298,612

 

$

1.16

 

Granted

 

 

 

Exercised

 

(4,189,371

)

1.16

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding shares at September 30, 2015

 

109,241

 

$

1.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding shares at January 1, 2014

 

4,449,599

 

$

1.16

 

Granted

 

 

 

Exercised

 

(140,545

)

1.16

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding shares at September 30, 2014

 

4,309,054

 

$

1.16

 

 

 

 

 

 

 

 

 

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

 

The stock based compensation expense for the nine months ended September 30, 2015 and 2014 and the unrecognized compensation expense under this plan were as follows (in millions):

 

 

 

2015

 

2014

 

Stock based compensation expense

 

$

0.4 

 

$

0.4 

 

Unrecognized compensation expense

 

$

1.7 

 

$

2.2 

 

 

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

 

The following table presents the stock award activity of the New Employee Stock Purchase Plan for the nine months ended September 30, 2015 and 2014:

 

 

 

Shares

 

Unit Weighted Average
Grant Date Fair Value

 

 

 

 

 

 

 

Outstanding shares at January 1, 2015

 

2,287,891

 

$

2.05

 

Granted

 

 

 

Exercised

 

(60,309

)

2.05

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding shares at September 30, 2015

 

2,227,582

 

$

2.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding shares at January 1, 2014

 

3,012,464

 

$

2.05

 

Granted

 

 

 

Exercised

 

(724,573

)

2.05

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding shares at September 30, 2014

 

2,287,891

 

$

2.05

 

 

 

 

 

 

 

 

 

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

 

The purchase price was established at 38.44 Mexican pesos (approximately $2.63) for the initial subscription, which expires on January 2023. Every two years employees will be able to acquire title to 50% of the shares paid in the previous two years. The employees will pay for shares purchased through monthly payroll deductions over the eight year period of the plan. At the end of the eight year period, the Company will grant the participant a bonus of 1 share for every 10 shares purchased by the employee. Any future subscription will be at the average market price at the date of acquisition or the grant date.

 

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

 

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

 

If the resignation occurs during:

 

% Deducted

1st year after the grant date

 

90%

2nd year after the grant date

 

80%

3rd year after the grant date

 

70%

4th year after the grant date

 

60%

5th year after the grant date

 

50%

6th year after the grant date

 

40%

7th year after the grant date

 

20%

 

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

 

If the termination occurs during:

 

% Deducted

1st year after the grant date

 

100%

2nd year after the grant date

 

95%

3rd year after the grant date

 

90%

4th year after the grant date

 

80%

5th year after the grant date

 

70%

6th year after the grant date

 

60%

7th year after the grant date

 

50%

 

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

 

The stock based compensation expense for the nine months of 2015 and the unrecognized compensation expense under this plan were as follows (in millions):

 

 

 

2015

 

Stock based compensation expense

 

$

0.2 

 

Unrecognized compensation expense

 

$

4.6 

 

 

The following table presents the stock award activity of this plan for the nine months ended September 30, 2015:

 

 

 

Shares

 

Unit Weighted Average
Grant Date Fair Value

 

 

 

 

 

 

 

Outstanding shares at January 1, 2015

 

 

 

Granted

 

2,652,886 

 

$

2.63 

 

Exercised

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding shares at September 30, 2015

 

2,652,886 

 

$

2.63