<PAGE>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 11-K
-------------------
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
For the fiscal year ended December 31, 1999
---------------------
Commission File No. 1-14066
Savings Plan of Southern Peru Copper Corporation
and Participating Subsidiaries
Southern Peru Copper Corporation
180 Maiden Lane
New York, New York 10038
<PAGE>
Savings Plan of Southern Peru Copper Corporation
And Participating Subsidiaries
Financial Statements and Schedules
As of December 31, 1999 and 1998
and for the years ended December 31, 1999 and 1998
<PAGE>
Savings Plan of Southern Peru Copper Corporation
And Participating Subsidiaries
INDEX
Page
Number
------
Reports of Independent Accountants B25-B26
Statement of Net Assets Available for Benefits
as of December 31, 1999 B27
Statement of Net Assets Available for Benefits
as of December 31, 1998 B28
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999 B29
Notes to Financial Statements B30-B36
Supplemental Schedules:
Schedule of Assets Held for
Investment Purposes as of December 31, 1999 B37
Schedule of Reportable
Transactions for the year ended December 31, 1999 B38
Consents of Independent Accountants B39-B40
<PAGE>
Report of Independent Public Accountants
--------------------
To the Plan Administrator of the Savings Plan of Southern Peru Copper
Corporation and Participating Subsidiaries:
We have audited the accompanying statement of net assets available for benefits
of the Savings Plan of Southern Peru Copper Corporation and Participating
Subsidiaries (the "Plan") as of December 31, 1999, and the related statement of
changes in net assets available for benefits for the year then ended. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999, and the changes in net assets available for benefits for the
year then ended in conformity with accounting principles generally accepted in
the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of Assets Held for
Investment Purposes and Reportable Transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen
New York, New York
June 28, 2000
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
-------------------
To the Participants and Administrative Committee of the Savings Plan of Southern
Peru Copper Corporation and Participating Subsidiaries
In our opinion, the accompanying statements of net assets available for
benefits, with fund information and the related statements of changes in net
assets available for benefits, with fund information present fairly, in all
material respects, the net assets available for benefits of Savings Plan of
Southern Peru Copper Corporation and Participating Subsidiaries (the "Plan") at
December 31, 1998 and December 31, 1997 and the changes in net assets available
for benefits for the year ended December 31, 1998 and the seven months ended
December 31, 1997 in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
New York, New York
June 28, 1999
<PAGE>
Savings Plan of Southern Peru Copper Corporation
and Participating Subsidiaries
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1999
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard
Vanguard Extended Vanguard Money Market Short Term
Index Trust Market Index International Reserves Prime U.S. Treasury
ASSETS: 500 Portfolio Fund Growth Fund Portfolio Portfolio
------- ------------- ---- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $629,908) $ 820,124
Vanguard Extended Market
Index Fund (cost; $194,878) $ 234,177
Vanguard International Growth
Fund (cost; $245,602) $ 292,634
Vanguard Prime Money Market
Fund (cost approximates market) $ 150,336
Vanguard Short-Term Treasury
Fund (cost; $49,899) $ 48,672
Vanguard Total Bond Money
Market Index Fund (cost;
$137,343)
Vanguard U.S. Growth Fund
(cost; $656,478)
Vanguard Wellington Fund
(cost; $491,503)
Vanguard Windsor II Fund
(cost; $591,519)
SPCC Common Stock
(cost; $385,817)
Loans to Participants
-------------- ----------------- --------------- ------------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 820,124 $ 234,177 $ 292,634 $ 150,336 $ 48,672
============== ================= =============== ================== ==============
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard SPCC
Bond Index U.S. Growth Wellington Windsor II Common Loan
ASSETS: Fund Fund Fund Fund Stock Fund Fund
------- ---- ---- ---- ---- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $629,908)
Vanguard Extended Market
Index Fund (cost; $194,878)
Vanguard International Growth
Fund (cost; $245,602)
Vanguard Prime Money Market
Fund (cost approximates market) $ 787
Vanguard Short-Term Treasury
Fund (cost; $49,899)
Vanguard Total Bond Money
Market Index Fund (cost;
$137,343) $ 129,888
Vanguard U.S. Growth Fund
(cost; $656,478) $ 841,012
Vanguard Wellington Fund
(cost; $491,503) $ 459,470
Vanguard Windsor II Fund
(cost; $591,519) $ 513,719
SPCC Common Stock
(cost; $385,817) 38,310
Loans to Participants $ 37,534
------------- -------------- ------------ ----------- -------------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 129,888 $ 841,012 $ 459,470 $ 513,719 $ 39,097 $ 37,534
============= ============== ============ =========== ============== ============
<CAPTION>
Non-
Participant
Directed
------------
SPCC
Common
ASSETS: Stock Fund Total
------- ---------- -----
<S> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $629,908) $ 820,124
Vanguard Extended Market
Index Fund (cost; $194,878) 234,177
Vanguard International Growth
Fund (cost; $245,602) 292,634
Vanguard Prime Money Market
Fund (cost approximates market) $ 8,704 159,827
Vanguard Short-Term Treasury
Fund (cost; $49,899) 48,672
Vanguard Total Bond Money
Market Index Fund (cost;
$137,343) 129,888
Vanguard U.S. Growth Fund
(cost; $656,478) 841,012
Vanguard Wellington Fund
(cost; $491,503) 459,470
Vanguard Windsor II Fund
(cost; $591,519) 513,719
SPCC Common Stock
(cost; $385,817) 423,678 461,988
Loans to Participants 37,534
------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 432,382 $ 3,999,045
============ ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Savings Plan of Southern Peru Copper Corporation
and Participating Subsidiaries
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard
Vanguard Extended Vanguard Money Market Short Term
Index Trust Market Index International Reserves Prime U.S. Treasury
ASSETS: 500 Portfolio Fund Growth Fund Portfolio Portfolio
------- ------------- ---- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $590,774) $ 705,439
Vanguard Extended Market
Index Fund (cost; $189,132) $ 190,879
Vanguard International Growth
Fund (cost; $161,067) $ 176,739
Vanguard Prime Money Market
Fund (cost approximates market) $ 230,938
Vanguard Short-Term Treasury
Fund (cost; $45,019) $ 45,423
Vanguard Total Bond Money
Market Index Fund (cost;
$142,178)
Vanguard U.S. Growth Fund
(cost; $458,809)
Vanguard Wellington Fund
(cost; $411,966)
Vanguard Windsor II Fund
(cost; $631,032)
SPCC Common Stock
(cost; $197,960)
Loans to Participants
-------------- ----------------- --------------- ------------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 705,439 $ 190,879 $ 176,739 $ 230,938 $ 45,423
============== ================= =============== ================== ==============
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard SPCC
Bond Index U.S. Growth Wellington Windsor II Common Loan
ASSETS: Fund Fund Fund Fund Stock Fund Fund
------- ---- ---- ---- ---- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $590,774)
Vanguard Extended Market
Index Fund (cost; $189,132)
Vanguard International Growth
Fund (cost; $161,067)
Vanguard Prime Money Market
Fund (cost approximates market) $ 1,047
Vanguard Short-Term Treasury
Fund (cost; $45,019)
Vanguard Total Bond Money
Market Index Fund (cost;
$142,178) $ 143,517
Vanguard U.S. Growth Fund
(cost; $458,809) $ 552,261
Vanguard Wellington Fund
(cost; $411,966) $ 401,763
Vanguard Windsor II Fund
(cost; $631,032) $ 650,882
SPCC Common Stock
(cost; $197,960) 13,570
Loans to Participants $ 60,130
------------- -------------- ------------ ----------- -------------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 143,517 $ 552,261 $ 401,763 $ 650,882 $ 14,617 $ 60,130
============= ============== ============ =========== ============== ============
<CAPTION>
Non-
Participant
Directed
------------
SPCC
Common
ASSETS: Stock Fund Total
------- ---------- -----
<S> <C> <C>
Investments, at fair value
Vanguard 500 Index Fund
cost; $590,774) $ 705,439
Vanguard Extended Market
Index Fund (cost; $189,132) 190,879
Vanguard International Growth
Fund (cost; $161,067) 176,739
Vanguard Prime Money Market
Fund (cost approximates market) $ 9,459 241,444
Vanguard Short-Term Treasury
Fund (cost; $45,019) 45,423
Vanguard Total Bond Money
Market Index Fund (cost;
$142,178) 143,517
Vanguard U.S. Growth Fund
(cost; $458,809) 552,261
Vanguard Wellington Fund
(cost; $411,966) 401,763
Vanguard Windsor II Fund
(cost; $631,032) 650,882
SPCC Common Stock
(cost; $197,960) 122,620 136,190
Loans to Participants 60,130
------------ ----------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 132,079 $ 3,304,667
============ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
-----------------
<S> <C>
ADDITIONS
INVESTMENT INCOME:
INTEREST AND DIVIDEND INCOME, INVESTMENTS $ 217,999
INTEREST INCOME, PARTICIPANT LOANS 2,677
NET APPRECIATION IN FAIR VALUE OF
INVESTMENTS 348,050
-----------------
568,726
-----------------
CONTRIBUTIONS:
EMPLOYER 174,081
PARTICIPANTS 640,869
-----------------
814,950
-----------------
-----------------
TOTAL ADDITIONS 1,383,676
-----------------
DEDUCTIONS
PAYMENT OF BENEFITS 689,037
OTHER DEDUCTIONS 262
-----------------
TOTAL DEDUCTIONS 689,299
-----------------
NET INCREASE 694,377
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
BEGINNING OF PERIOD 3,304,667
-----------------
END OF PERIOD $3,999,045
=================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO THE DECEMBER 31, 1999 AND 1998 FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Savings Plan of Southern Peru Copper
Corporation and Participating Subsidiaries (the "Plan") provides only
general information. Reference should be made to the Plan document for a
complete description of the Plan and Plan amendments, including eligibility
requirements and vesting provisions.
General:
Effective June 1, 1985, Southern Peru Copper Corporation (the "Company")
established the Plan, which has been amended thereafter. The Plan is a
defined contribution plan and is administered by the Administrative
Committee in accordance with authority delegated by the Board of Directors.
The Plan is designed to provide a method of savings by eligible employees
for their retirement and other needs.
On May 9, 2000 the Board of Directors approved the termination of the Plan,
and the taking of any action, including amending the Plan and giving notice
to participants, to implement the termination.
Contributions:
An employee becomes eligible to participate in the Plan, after the
completion of 30 days service. Each eligible employee wishing to
participate in the Plan must elect to authorize pre-tax and/or post-tax
contributions (the "contributions") by payroll deduction. Contributions are
stated in whole percentages of 1% to 12% of the participant's earnings, as
defined, or a specified dollar amount. A participant may elect to increase,
decrease or suspend the contributions on the first day of any month. The
Internal Revenue Code of 1986 (the "Code"), as amended, limited the maximum
amount an employee may contribute on a pre-tax basis to 10,000 in 1999 and
1998.
Participants are 100% vested in their contributions and earnings therein.
Matching Company Contribution - Effective January 1, 1998, the Company
matches the first 6% of a participant's monthly contribution at a rate of
50%. The matching contribution may be made in cash or Company common stock.
Company contributions for the year ended December 31, 1999 consisted of
cash in the amount of $174,081.
The Company is not obligated to make a contribution during any period in
which it has no accumulated retained earnings. The Company's contributions
are subject to all legal restrictions, which may apply, including Sections
401 and 415 of the Code, which limit the annual contributions to an
employee's account.
Loans:
The Plan provides for loans to participants who have participated in the
Plan for at least one year, subject to certain limitations. The maximum
loan allowed to each participant is limited to the lesser of 50% of the
total value of the participant's account, or $50,000 reduced by the highest
outstanding plan loan balance to such participant during the prior
twelve-month period ending on the day before the date the loan is made.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
A participant's loan is repayable within a maximum of five years or
immediately upon termination of employment, if sooner. Interest is
currently accrued at the prime rate, which was in existence on the first
day of the month in which the loan was issued. Loans are collateralized by
a lien on the participant's interest in the Plan. Loan repayments are made
through payroll withholdings from the participant's earnings. A participant
may pre-pay a loan at any time without penalty.
2. SIGNIFICANT PLAN AMENDMENTS
On May 1, 1997, the Plan was amended, effective January 1, 1998, to appoint
the Vanguard Fiduciary Trust Company (Vanguard) as the Trustee, Investment
Manager and Recordkeeper of the Plan, modify the Plan year end to be
December 31, permit employees to contribute on an after-tax basis, include
non-U.S. expatriates as eligible employees, require the Company matching
contribution to be invested in a Southern Peru Copper Corporation Common
Stock Fund which was created and change the definition of compensation used
for purposes of contributions to include only base salary.
On November 4, 1997, the Plan was further amended, effective January 1,
1998, to change the eligibility waiting period from six months of service
to 30 days of service and permit plan entry on the first day of any month,
permit only one loan at a time, include a one year participation
eligibility requirement for purposes of initiating a loan, provide for the
transferability of the Company matching contributions for participants who
attain age 64, remove existing hardship withdrawals subject to certain
suspension penalties, revise the distribution provisions to grandfather the
Joint and Survivor Annuity Option and frequency of installment payments for
participants with account balances as of December 31, 1997, require the
immediate distribution of account balances under $5,000, permit
participants with account balances in excess of $5,000 to elect a
distribution at any time prior to age 65, and provide for the payment of
administrative expenses by the Company with the exception of expenses
pertaining to loan administration, which shall be charged to participants
with outstanding loan balances. The Plan was also amended to be in
accordance with the Small Business Job Protection Act of 1996.
Effective January 1, 1998, the Plan name was amended from the Southern Peru
Copper Corporation 401(k) Savings Plan to the Savings Plan of Southern Peru
Copper Corporation and Participating Subsidiaries.
On May 9, 2000 the Board of Directors approved the termination of the Plan,
and the taking of any action, including amending the Plan and giving notice
to participants, to implement the termination.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Valuation:
The Plan's investments are stated at fair value. Units of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. The Southern Peru
Common Stock Fund is valued at its year-end closing price (comprised of
year-end market price plus uninvested cash position). Participant loans are
valued at cost which approximates fair value.
Basis of Accounting:
The financial statements of the Plan are prepared under the accrual method
of accounting.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Investment Transactions and Investment Income:
Transactions are accounted for on a trade-date basis. Average cost is the
basis used in the determination of gains or losses on sales of securities.
Dividend income is recorded at the ex-dividend (stockholder date of record)
date. Interest income from participant loans is recorded as earned.
Net appreciation (depreciation) in the fair value of the Plan's
investments, as shown in the Statement of Changes in Net Assets Available
for Benefits, consists of realized gains (losses) and unrealized
appreciation (depreciation) on those investments.
Payment of Benefits:
Benefits are recorded when paid.
Plan Expenses:
The Company pays all administrative expenses of the Plan. The Company also
pays the fees of consultants, auditors and counsel, and transfer taxes on
shares of Southern Peru Copper Corporation Common Stock distributed to Plan
participants or their beneficiaries, with the exception of loan
administrative fees, which are charged to participants. Investment fees
related to Vanguard funds and all other taxes, brokerage commissions and
any other expenses directly relating to the investment of the Trust Fund
are paid from assets of the plan.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of investment income and
deductions during the reporting period. Actual results could differ from
those estimates.
Risks and Uncertainties:
The plan provides for investment options in various mutual funds.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in near term would materially affect participants' account
balances and the amounts reported in the Statement of Net Assets Available
for Benefits and the participants are advised to read a Vanguard prospectus
or the Plan's summary plan description before investing in any fund.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
4. INVESTMENT FUNDS
Effective January 1, 1998 Vanguard is the investment manager and
participant recordkeeper for all investment funds of the Plan. Vanguard is
also the trustee of all of the funds.
Upon enrollment in the Plan throughout 1998, participants directed their
elected contributions to be invested in one or more of the following funds
in multiples of 5%:
o Vanguard Index Trust 500 Portfolio - A fund invested in all of
the stocks included in the Standard & Poor's 500 Composite
Index (the "Index") in approximately the same proportions as
they are represented in the Index. At December 31, 1999, the
number of Plan participants who held an interest in this fund
was 68.
o Vanguard Money Market Reserve Prime Portfolio - A fund
invested in a portfolio of high quality money market
instruments with maturities of one year or less. At December
31, 1999 the number of Plan participants who held an interest
in this fund was 14.
o Vanguard Short Term U.S. Treasury Bond Portfolio - A fund
invested primarily in short-term U.S. Treasury securities with
an average maturity of two to three years. At December 31,
1999, the number of Plan participants who held an interest in
this fund was 6.
o Vanguard Wellington Fund - A fund invested in bonds and common
stocks. The bonds are held for relative stability of income
and principal, while the common stocks are held for potential
growth of capital and income. At December 31, 1999 the number
of Plan participants who held an interest in this fund was 45.
o Vanguard Index Extended Market Fund - A fund which provides
investment results that correspond to the aggregate price and
yield performance of the Wilshire 4500 Index. The Wilshire
4500 Index consists of over 4,500 U.S. common stocks
(primarily medium and small capitalization stocks) that are
not included in the Standard & Poor's 500 Composite Stock
Price Index. At December 31, 1999, the number of Plan
participants who held an interest in this fund was 29.
o Vanguard U.S. Growth Fund - A fund invested primarily in a
diversified portfolio of common stocks with above-average
growth potential. At December 31, 1999, the number of Plan
participants who held an interest in this fund was 62.
o Vanguard Windsor II fund - A fund invested in common stocks to
provide capital appreciation and dividend income. At December
31, 1999, the number of Plan participants who held an interest
in this fund was 58.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
o SPCC Common Stock Fund - A fund that invest exclusively in
Southern Peru Copper Corporation common stock with a small
amount of short-term reserves invested in the Vanguard Money
Market Reserves Prime Portfolio to allow for timely
responsiveness to Plan transactions. At December 31, 1999, the
number of Plan participants who held an interest in this fund
was 92.
o Vanguard Bond Index Fund - A fund that holds a combination of
securities which, taken together, are expected to perform
similarly to the Lehman Brothers Aggregate Bond Index. At
December 31, 1999, the number of Plan participants who held an
interest in this fund was 17.
o Vanguard International Growth Fund - The fund invests in
stocks of high-quality, seasoned companies based outside the
United States. It includes stocks with records of exceptional
growth from more than 15 countries (including Japan, the
United Kingdom, the Netherlands, Switzerland and Germany.) At
December 31,1999, the number of Plan participants who held an
interest in this fund was 31.
The Plan also maintains the following fund:
o Loan Fund - A fund designed to facilitate the recordkeeping
and other administrative functions relating to loans made to
participants based on their account balances (See Note 1).
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Vanguard as recordkeeper maintains individual account records reflecting
each participant's net interest in each fund of the Plan in which such
participant invests. Participant's net interest in each fund of the Plan
is represented by units of participation. The following schedule shows the
number of units and the net asset value per unit or per share in each
fund:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
Net Asset Net Asset
Number of Value Number of Value
Units Per Unit Units Per Unit
----- -------- ----- --------
<S> <C> <C> <C> <C>
SPCC Common Stock Fund* 40,610 $ 11.61 20,403 $ 7.19
Vanguard Index Trust
500 Portfolio* 6,060 $ 135.33 6,191 $113.95
Vanguard International
Growth Fund* 13,012 $ 22.49 9,416 $ 18.77
Vanguard Money Market
Reserves Prime Portfolio 150,336 $ 1.00 230,938 $ 1.00
Vanguard Short Term U.S.
Treasury Bond Portfolio 4,862 $ 10.01 4,380 $ 10.37
Vanguard Wellington Fund* 16,433 $ 27.96 13,689 $ 29.35
Vanguard Windsor II Fund* 20,573 $ 24.97 21,805 $ 29.85
Vanguard U.S. Growth Fund* 19,320 $ 43.53 14,731 $ 37.49
Vanguard Extended Market
Index Fund 6,317 $ 37.07 6,234 $ 30.62
Vanguard Bond Index Fund 13,587 $ 9.56 13,974 $ 10.27
</TABLE>
* Represents 5% or more of net assets available for plan benefits as
of December 31, 1999.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - CONTINUED
5. RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of
Vanguard. Vanguard acts as trustee for only those investments as defined by
the Plan. Transactions in such investments qualify as party-in-interest
transactions, which are exempt from the prohibited transaction rules.
6. TAX STATUS
The Plan, as amended through August 13, 1990, received a favorable
determination letter from the Internal Revenue Service ("IRS") that it is a
qualified plan and trust under Section 401(a) of the Code and, thus, exempt
from federal income taxes under provisions of Section 501(a) of the Code.
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the code.
7. TERMINATION PRIORITIES
On May 9, 2000 the Board of Directors of Southern Peru Copper Corporation
approved the termination of the Plan. In the event of termination or
partial termination of the Plan, participants will receive the fair value
of their account as of the date of such termination or partial termination.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
Schedule of Assets Held for Investment Purposes
At December 31, 1999
<TABLE>
<CAPTION>
Cost or Market
Identity of Issue or Borrower Book Value Value
----------------------------- ---------- -----
<S> <C> <C>
Vanguard Index Trust 500 Portfolio* $629,908 $820,124
SPCC Common Stock Fund* 385,817 471,478
Vanguard Money Market Reserve Prime Portfolio* 150,336 150,336
Vanguard Short Term U.S. Treasury Bond
Portfolio* 49,899 48,672
Vanguard Wellington Fund* 491,503 459,470
Vanguard Extended Market Index Fund* 194,878 234,177
Vanguard U.S. Growth Fund* 656,478 841,012
Vanguard Windsor II Fund* 591,520 513,719
Vanguard Bond Index Fund* 137,343 129,888
Vanguard International Growth Fund* 245,602 292,635
LOAN FUND
Participants' Loan* (Interest rates range from
7.75% to 8.75%) - 37,534
----------------------------
TOTAL INVESTMENTS $3,533,284 $3,999,045
============================
</TABLE>
*Parties-in-interest.
<PAGE>
SAVINGS PLAN OF SOUTHERN PERU COPPER CORPORATION
AND PARTICIPATING SUBSIDIARIES
Schedule of Reportable Transactions
for the year ended December 31, 1999
<TABLE>
<CAPTION>
Purchase Selling Basis of Historical
Description of Asset Price Price Asset Gain (Loss)
-------------------- ----- ----- ----- -----------
<S> <C> <C> <C> <C>
SPCC Common Stock Fund* $237,505 $58,952 $49,648 $9,304
</TABLE>
*Party-in-interest.
