STOCKHOLDERS' EQUITY:

6 Months Ended

Jun. 30, 2014

STOCKHOLDERS' EQUITY:

STOCKHOLDERS' EQUITY:

NOTE 11 — STOCKHOLDERS´EQUITY:

Treasury Stock:

Activity in treasury stock in the six-month period ended June 30, 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	65.5			64.5
Stock dividend				—
Used for corporate purposes	(0.3		)	(0.2		)
Balance as of June 30,	1,076.2			794.1
Parent Company (Grupo Mexico) common shares
Balance as of January 1,	205.6			189.0
Other activity, including dividend, interest and currency translation effect	8.8			10.9
Balance as of June 30,	214.4			199.9
Treasury stock balance as of June 30,	$	1,290.6		$	994.0

The following table summarizes share distributions in the first six months of 2014 and 2013:

	2014	2013
Southern Copper common shares
Directors’ Stock Award Plan	12,000	12,000
Parent Company (Grupo Mexico) common shares
Employee stock purchase plan (shares in millions)	0.7	2.4

Southern Copper Common Shares:

At June 30, 2014 and 2013, there were in treasury 51,591,147 and 41,192,136 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.

Period		Total Number of	Average Price Paid		Total Number of Shares Purchased as Part of Publicly	Maximum Number of Shares that May Yet Be Purchased Under	Total Cost
From	To	Shares Purchased	per Share		Announced Plan	the Plan @ $30.37 (*)	($ 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
06/01/14	06/30/14	450,532	28.92		59,484,097		13.0
Total second quarter		450,532	28.92				13.0
Total purchased		59,484,097	$	20.59		25,518,495	$	1,225.0

(*) NYSE closing price of SCC common shares at June 30, 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 June 30, 2014.

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 six-month period ended June 30, 2014 and 2013 was as follows:

	2014		2013
Total SCC shares reserved for the plan	600,000		600,000
Total shares granted at January 1,	(297,600	)	(285,600	)
Granted in the period	(12,000	)	(12,000	)
Total shares granted at June 30,	(309,600	)	(297,600	)
Remaining shares reserved	290,400		302,400

Parent Company common shares:

At June 30, 2014 and 2013 there were in treasury 72,078,019 and 77,832,273 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 six months ended June 30, 2014 and 2013, under the Employee Stock Purchase Plan and the unrecognized compensation expense as of June 30, 2014 and 2013 under this plan were as follows (in millions):

	2014		2013
Stock based compensation expense	$	1.1	$	1.1
Unrecognized compensation expense	$	1.0	$	3.1

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

The following table presents the stock award activity of the Employee Stock Purchase Plan for the six months ended June 30, 2014 and 2013:

	Shares		Unit Weighted AverageGrant Date Fair Value
Outstanding shares at January 1, 2014	4,449,599		$	1.16
Granted	—		—
Exercised	(58,663	)	1.16
Forfeited	—		—
Outstanding shares at June 30, 2014	4,390,936		$	1.16
Outstanding shares at January 1, 2013	6,955,572		$	1.16
Granted	—		—
Exercised	(2,385,483	)	1.16
Forfeited	(31,159	)	1.16
Outstanding shares at June 30, 2013	4,538,930		$	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 six months ended June 30, 2014 and 2013, under the New Employee Stock Purchase Plan and the unrecognized compensation expense as of June 30, 2014 and 2013 under this plan were as follows (in millions):

	2014		2013
Stock based compensation expense	$	0.1	$	0.1
Unrecognized compensation expense	$	2.4	$	2.9

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

The following table presents the stock award activity of the New Employee Stock Purchase Plan for the six months ended June 30, 2013 and 2012:

	Shares		Unit Weighted AverageGrant Date Fair Value
Outstanding shares at January 1, 2014	3,012,464		$	2.05
Granted	—		—
Exercised	(669,157	)	2.05
Forfeited	—		—
Outstanding shares at June 30, 2014	2,343,307		$	2.05
Outstanding shares at January 1, 2013	2,944,742		$	2.05
Granted	—		—
Exercised	(10,308	)	2.05
Forfeited	(64,551	)	2.05
Outstanding shares at June 30, 2013	2,869,883		$	2.05