STOCKHOLDERS' EQUITY:

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS' EQUITY:

STOCKHOLDERS' EQUITY:

NOTE 14—STOCKHOLDERS’ EQUITY

Treasury Stock:

Activity in treasury stock in the years 2024 and 2023 was as follows (in millions):

	2024		2023
Southern Copper common shares
Balance as of January 1,	$	2,766.6	$	2,766.9
Dividends paid in common stock		(428.9)		—
Used for corporate purposes		(0.4)		(0.3)
Balance as of December 31,		2,337.3		2,766.6
Parent Company (Grupo Mexico) common shares
Balance as of January 1,		382.4		340.7
Other activity, including dividend, interest and foreign currency transaction effect		(19.0)		41.7
Balance as of December 31,		363.4		382.4
Treasury stock balance as of December 31,	$	2,700.7	$	3,149.0

Common Stock:

Dividends paid in common stock:

Stock dividend activity in 2024 was as follows:

				Total	Effect in
	Common stock	Average		Number of	Additional		Effect in
	dividend	Market price		Shares Paid	Paid-in capital		Treasury Stock
Date of payment	per share	per share		as Dividends	($ in millions)		($ in millions)
May 23, 2024	0.0104	$	115.13	8,039,992	$	726.1	$	199.5
August 26, 2024	0.0056	$	106.54	4,374,118		357.4		108.5
November 21, 2024	0.0062	$	112.43	4,869,926		426.7		120.9
Total	0.0222			17,284,036	$	1,510.2	$	428.9

On December 31, 2024, and on December 31, 2023, 94,185,981 shares and 111,485,617 shares of SCC’s common stock were in Treasury, respectively. These shares are used for the Director’s stock award plans and are available for general corporate purposes.

SCC share repurchase program:

In 2008, the 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 has purchased 119.5 million shares of common stock at a cost of $2.9 billion. 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.

There has been no activity in the SCC share repurchase program since the third quarter of 2016. The NYSE closing price of SCC common shares as of December 31, 2024 was $91.13 and the maximum number of shares that the Company could purchase at that price was 0.9 million.

Grupo Mexico’s direct and indirect ownership remains at 88.9% as of December 31, 2024.

Directors’ Stock Award Plan:

The Company 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 a five-year extension of the Plan until January 27, 2028. The award is not subject to vesting requirements.

For 2024 and 2023, the stock-based compensation expense associated with this plan totaled $0.4 million and $0.3 million, respectively.

The activity of this plan for the years ended December 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	(15,600)	(12,000)
Total shares granted at December 31,	(444,400)	(428,800)
Remaining shares reserved	155,600	171,200

Parent Company common shares:

At December 31, 2024 and 2023, there were in treasury 61,972,864 and 67,793,020 of Grupo Mexico’s common shares, respectively.

Employee Stock Purchase Plan:

2015 Plan: In January 2015, the Company offered to eligible employees a new stock purchase plan 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 38.44 Mexican pesos (approximately $2.63) for the initial subscription, which expires in January 2023. Every two years employees will be able to acquire title to 50% of the shares paid in the previous two years. The employees will pay for shares purchased through monthly payroll deductions over the eight-year period of the plan. At the end of the eight-year period, the Company will grant the participant a bonus of 1 share for every 10 shares purchased by the employee. Any future subscription will be at the average market price at the date of acquisition or the grant date.

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

In the case of voluntary or involuntary resignation/termination of the employee, the Company will pay to the employee the fair market sales price at the date of resignation of the fully paid shares, net of costs and taxes. When the fair market sales value of 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 years ended December 31, 2024, 2023 and 2022 and the unrecognized compensation expense under this plan were as follows (in millions):

	2024		2023		2022
Stock based compensation expense	$	—	$	0.2	$	0.6
Unrecognized compensation expense	$	—	$	—	$	0.2

The plan ended in January 2023.

The following table presents the stock award activity of this plan for the years ended December 31, 2024 and 2023:

		Unit Weighted Average
	Shares	Grant Date Fair Value
Outstanding shares at January 1, 2024	44,839	$	2.63
Granted	—		—
Exercised	(44,839)	$	2.63
Forfeited	—		—
Outstanding shares at December 31, 2024	—	$	—
Outstanding shares at January 1, 2023	845,895	$	2.63
Granted	—		—
Exercised	(801,056)	$	2.63
Forfeited	—		—
Outstanding shares at December 31, 2023	44,839	$	2.63

2018 Plan: In November 2018, 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, 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 the eight-year period of the plan. At the end of the eight-year period, the Company will grant the participant a bonus of 1 share for every 10 shares purchased by the employee. Any future subscription will be at the average market price at the date of acquisition or the grant date.

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

In the case of voluntary or involuntary resignation/termination of the employee, the Company will pay to the employee the fair market sales price at the date of resignation of the fully paid shares, net of costs and taxes. When the fair market sales value of 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 years ended December 31, 2024, 2023 and 2022 and the unrecognized compensation expense under this plan were as follows (in millions):

	2024		2023		2022
Stock based compensation expense	$	0.7	$	0.7	$	0.7
Unrecognized compensation expense	$	1.0	$	1.7	$	2.4

The following table presents the stock award activity of this plan for the years ended December 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	(61,847)	$	1.86
Forfeited	—		—
Outstanding shares at December 31, 2024	1,901,089	$	1.86
Outstanding shares at January 1, 2023	2,754,506	$	1.86
Granted	—		—
Exercised	(791,570)	$	1.86
Forfeited	—		—
Outstanding shares at December 31, 2023	1,962,936	$	1.86

Executive Stock Purchase Plan:

Grupo Mexico also offers a stock purchase plan for certain members of its executive management and the executive management of its subsidiaries and certain affiliated companies. Under this plan, participants will receive incentive cash bonuses which are used to purchase shares of Grupo Mexico which are deposited in a trust.

Non-controlling interest:

For all the years presented, in the consolidated statement of earnings the income attributable to non-controlling interest is based on the earnings of the Company's Peruvian Branch.

The non-controlling interest of the Company’s Peruvian Branch is for investment shares. These shares were generated by legislation in place in Peru from the 1970s through 1991; such legislation provided for the participation of mining workers in the profits of the enterprises for which they worked. This participation was divided between equity and cash. The investment shares included in the non-controlling interest on the consolidated balance sheets reflect outstanding equity distributions made to the Peruvian Branch’s employees.

In prior years, the Company acquired some Peruvian investment shares in exchange for newly issued common shares of the Company and through purchases at market value. These acquisitions were accounted for as purchases of non-controlling interests. The excess paid over the carrying value was assigned to intangible assets and is being amortized based on production. As a result of these acquisitions, the remaining investment shareholders hold a 0.71% interest in the Peruvian Branch and are entitled to a pro rata participation in the cash distributions made by the Peruvian Branch. The shares are recorded as a non-controlling interest in the Company's financial statements.