SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No.___)

PACIFIC AIRPORT GROUP

(Name of Subject Company (Issuer))

GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.

(Exact Name of Issuer as Specified in its Charter)

GRUPO MÉXICO, S.A.B. DE C.V.

(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Series B Shares, without par value, and American Depositary Shares (evidenced by American Depositary Receipts), each representing 10 Series B Shares
(Title of Class of Securities)

026684609 (Series B Shares)
400506101 (American Depositary Shares)
(CUSIP Number of Class of Securities)

Daniel Muñiz Quintanilla
Chief Financial Officer
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
México City, México 11000
011-5255-1103-5000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Paola Lozano
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000

Calculation of Filing Fee

Transaction Valuation		Amount of Filing Fee
Not Applicable		Not Applicable

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		Filing Party:
Form or Registration No.:		Date Filed:

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

*If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

þ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

Grupo México, S.A.B. de C.V. (“GMéxico”) has issued the Earnings Release below.

THE TENDER OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS MATERIAL IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SERIES B SHARES (INCLUDING SERIES B SHARES UNDERLYING AMERICAN DEPOSITARY SHARES) OF GRUPO AEROPORTUARIO DEL PACíFICO, S.A.B. DE C.V., OR PACIFIC AIRPORT GROUP. AT THE TIME THE TENDER OFFER IS COMMENCED, GMÉXICO WILL FILE A TENDER OFFER STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”). PACIFIC AIRPORT GROUP’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE TENDER OFFER DOCUMENTS WILL BE AVAILABLE FOR FREE AT THE SEC’S WEBSITE (HTTP://WWW.SEC.GOV) OR BY DIRECTING A REQUEST TO GMÉXICO AT GRUPO MÉXICO, CAMPOS ELÍSEOS NO. 400, COLONIA LOMAS DE CHAPULTEPEC, MÉXICO CITY, MÉXICO 11000.

Second Quarter 2011 Results

Mexico City. July 28, 2011 — Grupo México, S.A.B. de C.V. (“Grupo México” “GMéxico” — BMV: GMEXICOB) reports its results for the second quarter of 2011 (“2Q11”).

Financial Highlights for Grupo México

		Second Quarter								Variance								January - June								Variance
(Thousand US Dollars)		2011				2010				US$000				%				2011				2010				US$000				%
Sales			2,725,598				1,964,948				760,650				38.7				5,230,511				3,958,901				1,271,610				32.1
Cost of Sales			1,291,600				1,061,791				229,809				21.6				2,585,465				2,137,585				447,880				21.0
Operating Income			1,252,542				723,448				529,094				73.1				2,284,774				1,462,758				822,016				56.2
EBITDA			1,391,424				876,628				514,796				58.7				2,539,418				1,781,137				758,281				42.6
EBITDA Margin (%)			51.1	%			44.6	%											48.6	%			45.0	%
Net Income			657,059				323,936				333,123				102.8				1,188,729				672,778				515,951				76.7
Profit Margin (%)			24.1	%			16.5	%											22.7	%			17.0	%
Investments / Capex			284,208				121,524				162,684				133.9				404,973				212,466				192,507				90.6
Employees			27,083				23,931				3,152				13.2				27,083				23,931				3,152				13.2

Number of Shares Outstanding 7,785,000,000 as of June 30, 2011

Highlights

Mining Division — Americas Mining Corporation (AMC)

	•		Buenavista del Cobre.— As of today, we have at Buenavista operations a work force of 4,800 workers that are operating the mine and plants, as well as developing the $3.7 Billion growth program the Company has for this unit. This program is expected to increase Buenavista’s production capacity from 180,000 tons of copper per year to over 450,000 tons, contributing to the well-being of the town of Cananea and the Sonora state through salaries, taxes and social programs. During 2Q11, Buenavista reached its full capacity and produced 45,588 tons of copper: 15,170 tons of copper cathode at its SX/EW Plant and 30,417 tons of copper concentrate at the Concentrator Plant. As part of the new era in the development of the Buenavista mine, on June 6, 2011, the Confederation of Mexican Workers (“CTM”) was granted the collective bargaining agreement for the Buenavista union.
	•		Investment in Peru.— At the beginning of 2011 Southern Copper approved a capital budget of $2.6 billion investment program to increase copper production in Peru by 292,000 tons, taking its current 355,000 ton production to 647,000 tons. This program includes the Tia Maria greenfield project, the expansion of the current operations of Toquepala and Cuajone and other investments to enhance the value contribution of the Peruvian operations. Our Company has concluded the studies and assessments for these investments and is ready to initiate the construction phase with confidence that the new government will guarantee social stability, the rule of law and a stable and competitive tax regime.
			The above-mentioned conditions are particularly important in the case of the Tia Maria project. Southern Copper has repeatedly stated that the water to be used in the project will be transported from the ocean through a 30 kilometer pipeline after its desalinization, so there will be no fresh water utilization which makes evident that the arguments of that the project will affect availability of fresh water for agricultural are false, and have no real reason to oppose to the project. So, there is no real reason to be against the project. With respect to the activist argument that the project will cause pollution, the Company has also repeatedly provided evidence that the project complies with the most strict and burdensome international environmental standards and does not pollute in any way the air, soil, water or underground water.
			The Tia Maria project would comprises an investment of approximately $1,000 million, which will generate 4,000 new jobs during the construction phase and 4,100 direct and indirect permanent jobs. The estimated annual production of the project is 120,000 tons of copper cathodes, all obtained through a leaching process (SXEW). The project would significantly increase Peruvian exports and generate important contributions to the Peruvian economy through income taxes and mining royalties, as well as payroll taxes, custom duties, mining rights and other levies. In addition, the Company plans to invest in social responsibility programs in the Arequipa region similar to those established in the communities nearby the current Peruvian operations of Toquepala, Cuajone and Ilo.
			Regarding the possibility of additional taxation in Peru, we are confident that the Government will maintain and provide its international competitiveness within the worldwide mining industry. Southern Copper and the mining industry have been contributing significantly with taxes to Peru’s economic development and this contribution has increased as metal prices have improved in recent years. Clear evidence that a “windfall tax” is already in place as tax payments made have significantly. As a reference, in the year 2000, when copper prices averaged 82 cents per pound, the Company paid $58.3 million to the state and local governments in taxes and other contributions; and in 2010, when copper prices averaged $3.42 per pound, the Company paid to

2Q11		www.gmexico.com		Page 2

Second Quarter 2011 Results

			the state, regional and local governments and communities a total of $635.2 million. Which is evidence that the mining industry is already paying a “windfall tax.”
	•		Asarco Collective Agreement.— The union employees of Asarco and the Company reached an agreement to extend the current bargaining agreement for two years, until June 30, 2013.
	•		Buenavista’s Philanthropy Acts Recognized.— On June 23, 2011, Buenavista obtained the 2010 Sonora Philanthropy Award. This award recognizes the Company’s efforts over the past three years in strengthening its responsibility and commitment for the social development in the town of Cananea through the development of sports, educational, scientific and cultural programs for the people of Cananea.

Transportation Division

	•		Ferromex.— Sales in 2Q11 were US$340 million, an 11% increase over 2Q10. The operating profit and EBITDA were US$70 million and US$96 million, respectively, representing an decrease compared to 2Q10, due to increase in diesel prices and higher operating cost. EBITDA increased 15% compared to 1Q11.
			Ferromex reached a new record in June transporting 81,611 loadcars and containers, for a total 236,204 for 2Q11, 2.4% over 2Q10. Also, 3,136 new rail cars were transported for third parties, 79% more than in 2Q10, confirming that the rail industry in North America is enjoying one of its most significant booms in recent years.
	•		Ferrosur.— During 2Q11, Ferrosur posted record figures with sales of US$80.4 million, an increase of 14% compared to 2Q10 and 5% above 1Q11, its previous record. The operating profit increased 25% compared to the previous year, reaching US$15.6 million. The EBITDA reflected an increase of 30% to US$23.4 million, compared to US$18.0 million for the previous year.
			Ferrosur continues to consolidate its volumes in all segments. During 2Q11, 77,965 loadcars and containers were transported, an increase of 5% over 2Q10. Significant growths were reported in the Metals (34%), Industrial (20%), Energy (14%), and Intermodal (12%) segments. Only the Agricultural segment reported a decrease (10%) as volumes were mainly affected for crop damages by freezes and drought in state of Sonora.
	•		Capital Expenditures.— In 2Q11, the Railroad Division invested US$148 million, which included the payment and delivery of 44 new locomotives for Ferromex; the construction of 14 sidings on main lines was completed and also expansions at the Guadalajara, Irapuato, and Empalme, Sonora yards.
			Capital expenditures for Ferrosur totaled US$9 million in 2Q11, 70% more than in 2Q10, completing, among others, structural repair works as a result of Hurricane Karl and Tropical Storm Matthew, which hit southeast Mexico last September and October.
	•		Intermodal Segment.— The Intermodal segment continues to report significant growth, transporting 50,357 containers in 2Q11, 21% more than the previous year, due mainly to greater activity at the port of Manzanillo, which increased 36% in 2010 to become the fifth largest growing container port worldwide and the second in the Americas.

2Q11		www.gmexico.com		Page 3

Second Quarter 2011 Results

•

New Automotive Freight.— Mazda reported the construction of its new Mexican plant in Salamanca, Guanajuato. Ferromex will provide rail service to this plant, which will have a production capacity of 220,000 vehicles and engines starting in 2013.

Infrastructure Division

	•		Salamanca—Leon highway.— On May 26, the concession title was delivered to the subsidiary México Constructora Industrial for the 30 year tender awarded to build, operate, exploit, maintain, and preserve the Salamanca—Leon highway. Authorization from the Department of Transport and Communications (SCT) is pending to start the construction works, which are expected to be completed in 2 years. A total of approximately $4.70 billion pesos has been allocated for this project.
	•		Power Plant.— Work continues on the construction of a self-supply combined cycle power plant that will have a generating capacity of 250 megawatts. The plant will cover 100% of our current power needs in the State of Sonora. At close 2Q11, US$54 million has been spent on this project.
	•		Grijalva River Tunnels.— Work on the construction of the tunnels on the Grijalva River that México Constructora Industrial began in 2009 is expected to be completed by July 31, 2011. The work volumes have increased due to additional tasks requested by the CFE, increasing the contract amount to nearly $1,300 million pesos.
	•		Hydroelectric Plants.— GMéxico began the feasibility studies to develop micro-hydroelectrics and generate renewable energy in the state of Puebla. La Angostura hydroelectric plant, which is located at the State of Sonora, would start operations in 2012.
	•		Wind Power. The company has signed an agreement with a leading wind power company to developed 49.5 megawatts which will be used for our mid-tension needs.

* * * * *

	•		Tender offer for Grupo Aeroportuario del Pacífico “GAP”.— On June 13, 2011 GMéxico announced its intention to acquire a percentage of shares of the capital stock of GAP greater than 30%, for which, in accordance with the requirements stated by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores; CNBV) and in line with requirements of the Mexican Securities Market Law (Ley del Mercado de Valores), it shall conduct a tender offer (the “OPA”) to purchase up to 100% of the shares of GAP currently outstanding for a purchase price per share of no more than $50.0 pesos per share.
			GMéxico already applied with the CNBV for authorization, and has already obtained authorization from the Mexican Federal Antitrust Commission (Comisión Federal de Competencia), to acquire 100% of GAP’s capital stock. As of July 27, 2011, GMéxico holds 23.2% of the capital stock.

2Q11		www.gmexico.com		Page 4

Second Quarter 2011 Results

GAP filed a request to prevent an administrative act (amparo) before the Ninth District Judge seeking suspension of the OPA’s authorization process and that GAP be allowed to participate in such process. The Ninth District Judge denied the provisional suspension sought by GAP. However, the Fifteenth Tribunal qualified in administrative matters revoked such decision, awarding the provisional suspension of the issuance of an authorization by the Mexican National Banking and Securities Commission. Also, GMéxico was notified of a request to prevent an administrative act (amparo) filed by Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (AMP) (GAP’s strategic partner) seeking the same remedy, which the corresponding District Judge awarded. In GMéxico’s opinion, any act seeking to impede the OPA by the partners, Board members, and management owning 15% of GAP’s equity should be considered against the interests of GAP’s minority shareholders and contrary to the Mexican Securities Market Law.

GMéxico’s believes that the OPA is valid and in accordance with law and it has come to GMéxico’s attention that the Mexican National Banking and Securities Commission has ruled that article ten of GAP’s Bylaws providing for the 10% ownership limitation is inconsistent with the law and should be modified.

Financing

The net financing cost as of June 30, 2011 was US$81.0 million.

Debt Profile

		As of June 30
		2011												2010
		Gross				Cash &				Net				Gross				Var.
(US$000)		Debt				Banks				Debt				Debt				Debt
Grupo Mexico			10,001				739,500				(729,499	)			10,001				—
Americas Mining Corporation			764,000				98,586				665,414				879,261				(13.1	)
Southern Copper Corporation			2,750,438				1,453,841				1,296,597				2,765,126				(0.5	)
Asarco			—				45,253				(45,253	)			—				(100.0	)
Infraestructura y Transportes Mexico (ITM)			—				79,715				(79,715	)			—				—
GFM — Ferromex			471,841				73,559				398,282				360,254				31.0
Ferrosur			94,454				60,352				34,102				150,264				(37.1	)
Grupo Mexico (Consolidated)			4,090,734				2,550,806				1,539,928				4,164,906				(1.8	)

2Q11		www.gmexico.com		Page 5

Second Quarter 2011 Results

Mining Division
Americas Mining Corporation
Financial Highlights

		Second Quarter								Variance								January - June								Variance
(Thousand US Dollars)		2011				2010				US$000				%				2011				2010				US$000				%
Sales			2,258,785				1,563,336				695,449				44.5				4,349,548				3,200,344				1,149,204				35.9
Cost of Sales			973,603				796,730				176,873				22.2				1,980,737				1,633,547				347,190				21.3
Operating Income			1,161,050				639,935				521,115				81.4				2,119,250				1,311,666				807,584				61.6
EBITDA			1,254,320				751,642				502,678				66.9				2,288,147				1,542,922				745,225				48.3
EBITDA Margin (%)			55.5	%			48.1	%											52.6	%			48.2	%
Net Income			627,704				326,022				301,682				(92.5	)			1,120,060				608,683				511,377				84.0
Profit Margin (%)			27.8	%			20.9	%											25.8	%			19.0	%			-
Investments / Capex			134,283				96,093				38,190				39.7				223,501				175,003				48,498				27.7

Metals Market

Copper prices continue to improve after having reached their lowest level this year (US$3.98/lb) in June. This is due to pressures on supply, principally because of poor weather conditions, strikes, and delays in completing certain projects, and also the expected increased demand from China, as a result of currently low inventory levels of 37% from its highest point. However, we believe the market will remain volatile and will be determined by the progress made on the debt crisis in Europe, and also the economic recovery of the United States.

We continue to see the industry markers as being very positive and believe that in 2011 there will be a deficit in copper production and demand. Average copper prices for the first six months of the year were US$4.26/lb, which compares favorably with the average prices for the previous year, at US$3.23/lb.

Molybdenum prices have drop recently to levels of US$15/lb, reflecting decreased steel production in China and Europe. During the second half of the year, we expect prices to improve, driven by an increased production of vehicles in Japan and also replenished inventories, taking advantage of the current price levels.

Average Metals Prices

		1Q				Second Quarter								Var.				Var. %				January - June								Var.
		2011				2011				2010				%				2Q11-1Q11				2011				2010				%
Copper ($cts/Pound)			437.78				415.12				318.76				30.2				(5.2	)			426.45				323.41				31.9
Molybdenum ($dlls/Pound)			17.18				16.50				16.10				2.5				(4.0	)			16.84				15.94				5.7
Zinc ($cts/Pound)			108.65				102.26				91.90				11.3				(5.9	)			105.45				97.86				7.8
Silver ($dlls/Ounce)			31.74				38.42				18.35				109.4				21.1				35.08				17.63				99.0
Gold ($dlls/Ounce)			1,384.38				1,504.30				1,195.68				25.8				8.7				1,444.34				1,152.29				25.3
Lead ($cts/Pound)			118.12				116.02				88.47				31.1				(1.8	)			117.07				94.62				23.7
Sulfuric Acid ($dlls/Ton)			92.77				101.17				58.73				72.3				9.1				97.35				52.76				84.5

Source: Copper, Zinc, Lead & Gold — LME; Silver — COMEX; Molybdenum — Metals Week Dealer Oxide, Sulfuric Acid — AMC

2Q11		www.gmexico.com		Page 6

Second Quarter 2011 Results

Mining Production

Mined copper production in 2Q11 increased 15.3% to 192,415 tons, compared to 166,894 tons in 2Q10. This increase was mainly the result 45,588 tons of production at our Buenavista mine, which restored full capacity production in 2Q11. Anode, cathode, and rod production increased in 2Q11, compared to 2Q10. Rod production increased 63% due to greater demand, improving on-sight copper prices for the Company.

Asarco’s mined copper production in 2Q11 decreased 15.6% to 46,173 tons, compared to 53,357 tons in 2Q10. However, production was 7.6% over that for 1Q11 due to better ore grades. The year over year decrease was due mainly to 7,184 tons less production as a result of the expected lower ore grades at the Mission (3,926 tons) and Ray (3,263 tons) mines.

						Second Quarter								Variance								January - June								Variance
Mining Division						2011				2010				US$000				%				2011				2010				US$000				%
Copper			(m.t.	)
Production							192,414				166,894				25,520				15.3				359,505				325,746				33,759				10.4
Sales							198,202				165,099				33,103				20.1				376,932				332,271				44,661				13.4
Molybdenum*			(m.t.	)
Production							4,502				5,510				(1,008	)			(18.3	)			8,775				10,264				(1,489	)			(14.5	)
Sales							4,566				5,559				(993	)			(17.9	)			8,848				10,318				(1,470	)			(14.2	)
Zinc*			(m.t.	)
Production							21,366				25,426				(4,060	)			(16.0	)			41,361				52,250				(10,889	)			(20.8	)
Sales							23,762				24,311				(549	)			(2.3	)			48,444				49,907				(1,463	)			(2.9	)
Silver			(Koz	)
Production							3,879				4,557				(678	)			(14.9	)			7,658				9,178				(1,520	)			(16.6	)
Sales							3,980				4,849				(869	)			(17.9	)			7,983				9,988				(2,005	)			(20.1	)
Gold*			(Oz	)
Production							15,543				17,183				(1,641	)			(9.5	)			28,558				36,706				(8,148	)			(22.2	)
Sales							14,896				18,567				(3,671	)			(19.8	)			27,653				38,005				(10,352	)			(27.2	)
Sulfuric Acid			(m.t.	)
Production							630,351				577,628				52,723				9.1				1,192,373				1,121,779				70,594				6.3
Sales							465,813				369,700				96,113				26.0				896,914				800,801				96,113				12.0

Molybdenum production decreased 18% to 4,502 tons in 2Q11, compared to 5,510 tons in 2Q10, due mainly to expected lower ore grades at the mines in Peru and lower recoveries at Toquepala. However production was 5% above that for 1Q11 and greater than estimated and mine planned.

Refined silver production decreased 15% in 2Q11 to 3.879 million ounces, down from 4.557 million ounces in 2Q10. This decrease was mainly due to less material processed at our Refinery Amarillo, no production at the Santa Eulalia mine, and also lower grades at Cuajone. This result was partially mitigated by 0.4 million ounces produced at Buenavista. However production was 9.3% over that for 1Q11.

Zinc production decreased 16% in 2Q11 to 21,366 tons, down from 25,426 tons in 2Q10. However production was 6.8% over that for 1Q11. This decrease was due mainly to no production at the Santa Eulalia mine, and also lower grades and recoveries at Charcas and Santa Bárbara. Operations are expected to restart at Santa Eulalia in November 2011.

2Q11		www.gmexico.com		Page 7

Second Quarter 2011 Results

Sales and Cost

Sales for 2Q11 were US$2.259 billion, 44.5% higher than the US$1.563 billion reported for 2Q10. This increase is due to improved prices for the metals AMC produces, and also Buenavista reaching its maximum capacity. Asarco sales for 2Q11 were US$491 million, compared to US$395 million in 2Q10, representing a 24% increase.

The consolidated AMC operating cash cost per pound of copper (cash cost), net of by-products, was US$70.3 cents per pound in 2Q11, compared to US$64.2 cents per pound in 1Q11. The increase is principally explain due to increased stripping at the Asarco mines, higher fuel and energy costs and 18% higher copper production at SCC. Some of these costs increases were partially offset by mayor by-products benefits.

Sales Distribution

Projects and Exploration

Work continues for the completion of the Quebalix III project (conveyor belt crushing and transport system for the SX/EW leaching production) at Buenavista in August 2011. Construction of the building for the crusher and the leachable material transport system continues to advance according to schedule.

Construction works continue to advance favorably on the two new leaching plants SX/EW III and IV, which will produce an additional total of 88,000 tons of copper annually in 2Q13; and also the construction of the crushing and transport systems for these plants. The company Engineering Procurement Construction and Management (EPCM) was chosen as the works contractor. In addition, the detailed engineering is nearing completion for the new concentrator at Buenavista with an annual production capacity of 188,000 tons copper content in concentrates, which will start operations in 2015. Construction also continues on a molybdenum benefit plant with an annual capacity of 2,000 tons to start operations in the fourth quarter of 2012.

The infrastructure required for these projects, including power, water, roads, stores, labs, etc., has been laid out in the master plan.

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Second Quarter 2011 Results

The Pilares mine site, near the mine at La Caridad is being evaluated. As of June 30, 2011, 16,545 meters have been drilled, the access roads have been built, and the metallurgic testing started, as well as the preliminary mine planning.

US$128.2 million has been invested as of June 30, 2011 in mine equipment for the expansion of the concentrator at the Toquepala mine in Peru. The use of high pressure grinding rolls (HPGR) and a wet process for the tertiary grinding stage will reduce capital and operating costs. The scope of the project is currently under review to evaluate increasing the milling capacity originally planned from 40,000 to 60,000 tons per day. Following the review, the EIA is expected to be presented during 3Q11 and the project completed in the first quarter of 2013.

The Cuajone expansion project continues to advance and US$45.7 million has been invested in mine equipment as of close 2Q11. The purchase of mine and support equipment to optimize the mine plan is ongoing. The project considers an increase in the milled ore capacity and includes a variable cut-off grade methodology that will increase copper and molybdenum production in the second half of 2011.

Capital expenditures for Asarco in 2Q11 were US$23.6 million, mainly attributable to maintenance projects at the Smelter and the replacement of mine equipment.

The exploration program for the properties in Arizona continues as planned. Ore reserves at Silver Bell increased by 24 million tons, equivalent to 148 million pounds of copper, which represents approximately two additional years of cathode production. The pre-feasibility studies for the project to restart a molybdenum circuit at the Mission mine continue and are expected to be completed in 3Q11.

2Q11		www.gmexico.com		Page 9

Second Quarter 2011 Results

Transportation Division

ITM
Financial Highlights

		Second Quarter								Variance								January - June								Variance
(Thousand US Dollars)		2011				2010				US$000				%				2011				2010				US$000				%
Load Volume (MillionTons/Km)			13,068				13,784				(716	)			(5.2	)			25,616				25,930				(314	)			(1.2	)
Sales			422,123				377,288				44,835				11.9				805,556				703,283				102,273				14.5
Cost of Sales			287,076				241,941				45,135				18.7				548,813				454,914				93,899				20.6
Operating Income			86,496				92,536				(6,040	)			(6.5	)			162,633				163,703				(1,070	)			(0.7	)
EBITDA			127,922				123,186				4,736				3.8				235,617				233,024				2,593				1.1
EBITDA Margin (%)			30.3	%			32.7	%											29.2	%			33.1	%
Net Income			52,599				49,552				3,047				6.1				100,134				90,577				9,557				10.6
Profit Margin (%)			12.5	%			13.1	%											12.4	%			12.9	%
Investments / Capex			147,653				22,633				125,020				552.4				174,901				31,963				142,938				447.2

The volume transported by ITM during 2Q11 decreased 5%, moving 13.068 billion net tons/km, compared to 13.784 billion moved during 2Q10. However, Ferromex transported 236,204 rail cars and containers in 2Q11, 2.4% over that transported in 2Q10. The Intermodal segment continues to report very significant growths on transporting 50,357 containers in 2Q11, a 21% increase over the previous year.

The cars and containers transported by Ferrosur increased 5% in 2Q11, compared to 2Q10. Significant growths were reported in the Metals (34%), Industrial (20%), Energy (14%), and Intermodal (12%) segments. Only the Agricultural segment reported a decrease (10%).

Transportation Division revenue increased 12% to US$422 million in 2Q11, compared to US$377 million in 2Q10. This increase is explained by a more favorable mix of rates and traffic, despite lower freight volumes.

The operating cost for 2Q11 was US$287 million, 19% above that for 2Q10. This increase is explained by greater freight volume, an 11% peso increase in the price of diesel, increases in locomotive leasing, labor, maintenance, and connection and terminal services.

2Q11		www.gmexico.com		Page 10

Second Quarter 2011 Results

EBITDA for 2Q11 was US$128 million (equivalent to 30% of sales), representing an increase of 4% compared to same period 2010.

Company Profile

Grupo México (“GMéxico”) is a holding company whose main activities are: (i) mining, being one of the world’s largest integrated copper producers; (ii) railroad service with the most extensive network in Mexico; and (iii) drilling, engineering, procurement, and construction services. These business lines are grouped under the following subsidiaries:

The mining division of GMéxico is represented by its subsidiary Americas Mining Corporation (“AMC”), whose principal subsidiaries are Southern Copper Corporation (“SCC”) in Mexico and Peru, and Asarco in the United States. The sum of both companies holds the world’s largest copper reserves. SCC trades on the New York and Lima stock exchanges. Its stockholders, directly or through subsidiaries, are: GMéxico (80.4%) and other stockholders (19.6%). The company has mines, metallurgic plants, and exploration projects in Peru, Mexico, and Chile. Asarco was reincorporated into GMéxico on December 9, 2009. Asarco has 3 mines and 1 smelting plant in Arizona and 1 refinery in Texas.

The transportation division of GMéxico is represented by its subsidiary Infraestructura y Transportes México, S.A. de C.V. (“ITM”), whose principal subsidiaries are Grupo Ferroviario Mexicano, S.A. de C.V. (“GFM”), Ferrocarril Mexicano, S.A. de C.V. (“Ferromex”), Intermodal México, S.A. de C.V., and Texas Pacifico, LP, Inc. Ferromex is the largest railroad company with the most extensive coverage in Mexico. Ferromex has a network of 8,111 kilometers of track covering approximately 71% of Mexico. Ferromex’s lines connect to five border points with the United States, four ports on the Pacific Coast and two on the Gulf of Mexico. Ferromex is controlled by GMéxico, holding 55.5%, Union Pacific owns 26% and Grupo Carso-Sinca Inbursa 18.5%. On November 24, 2005, GMéxico incorporated Ferrosur through Infraestructura y Transportes Ferroviarios, S.A. de C.V. (“ITF”). Final decision was received to permit the Transportation Division to consolidate Ferrosur’s results with ITM, finding there to be no concentration or monopolistic practices, as claimed by the Federal Competition Bureau (CFC). As result the figures for 2010 are expressed in pro-forma for comparability purpose. Ferrosur has a track network of 1,813 kilometers covering the central and southeastern part of the country, serving principally the states of Tlaxcala, Puebla, Veracruz, and Oaxaca, and has access to the ports of Veracruz and Coatzacoalcos on the Gulf of Mexico. Ferrosur is controlled by GMéxico, holding 74.99%, with Grupo Carso-Sinca Inbursa holding the remaining 25.01%.

The Infrastructure Division of GMéxico is represented by its subsidiaries México Proyectos y Desarrollos, S.A. de C.V. (“MPD”), México Constructora Industrial, SA de C.V. (“MCI”), México Compañía Constructora, S.A. de C.V. (“MCC”), Servicios de Ingeniería Consutec, S.A. de C.V.(“Consutec”), and Compañía Perforadora México, S.A.P.I de C.V. (“PEMSA”). MPD, PEMSA, MCI, and MCC are wholly owned by GMéxico. MPD, MCI and MCC are active in engineering, procurement, and infrastructure works construction projects. PEMSA offers oil and water drilling services and related value added services such as cementation engineering and directional or slanted drilling. Consutec engages in integral project engineering activities.

2Q11		www.gmexico.com		Page 11

Second Quarter 2011 Results

GRUPO MEXICO, S.A.B. DE C.V. (GM)
CONSOLIDATED FINANCIAL STATEMENTS (US GAAP)

(Thousands of US Dollars)		Quarters												Accumulated
STATEMENT OF EARNINGS		Q2-11				Q2-10				Variance				2011				2010				Variance
Net sales			2,725,598				1,964,948				760,649				5,230,511				3,958,901				1,271,609
Cost of sales			1,291,600				1,061,791				229,809				2,585,465				2,137,585				447,880
Gross profit			1,433,998				903,158				530,840				2,645,046				1,821,316				823,730
Gross margin			53	%			46	%							51	%			46	%
Administrative expenses			54,873				51,098				3,775				108,004				102,512				5,491
EBITDA			1,391,424				876,628				514,796				2,539,418				1,781,137				758,281
Depreciation and amortization			126,583				128,612				(2,029	)			252,269				256,045				(3,777	)
Operating income			1,252,542				723,448				529,094				2,284,774				1,462,758				822,015
Operating margin			46	%			37	%							44	%			37	%
Interest expense			78,839				84,667				(5,829	)			156,009				152,079				3,931
Interest income			2,256				33,648				(31,393	)			(19,179	)			(7,125	)			(12,054	)
Derivative instruments			792				1,438				(646	)			760				2,263				(1,503	)
Other (income) expense, net			(15,007	)			(11,949	)			(3,058	)			(4,117	)			15,255				(19,372	)
Earnings before Tax			1,185,662				615,643				570,019				2,151,300				1,300,287				851,013
Taxes			370,103				196,208				173,894				676,201				425,022				251,179
Participation in subsidiary not consolidated and associated			(2,650	)			(2,002	)			(648	)			(4,120	)			(2,292	)			(1,828	)
Net Earnings			818,209				421,437				396,772				1,479,219				877,557				601,663
Net income attributable to the non-controlling interest			161,150				97,500				63,649				290,491				204,779				85,712
Net income attributable to GM			657,059				323,936				333,123				1,188,729				672,778				515,951
BALANCE SHEET
Cash and cash equivalents			2,550,806				2,646,012				(95,207	)			2,550,806				2,646,012				(95,207	)
Marketable securities			225,396				50,146				175,250				225,396				50,146				175,250
Restricted cash			208,284				244,000				(35,716	)			208,284				244,000				(35,716	)
Notes and accounts receivable			1,142,960				702,123				440,837				1,142,960				702,123				440,837
Inventories			1,046,221				852,895				193,326				1,046,221				852,895				193,326
Prepaid and others current assets			745,978				329,615				416,363				745,978				329,615				416,363
Total Current Assets			5,919,645				4,824,791				1,094,854				5,919,645				4,824,791				1,094,854
Property, plant and equipment, Net			7,325,483				6,946,181				379,302				7,325,483				6,946,181				379,302
Leachable material, net			154,726				131,018				23,709				154,726				131,018				23,709
Other long term assets			1,398,383				1,230,620				167,762				1,398,383				1,230,620				167,762
Total Assets			14,798,237				13,132,611				1,665,626				14,798,237				13,132,611				1,665,626
Liabilities and Stockholders’ Equity
Current portion of long-term debt			300,000				239,538				60,463				300,000				239,538				60,463
Accumulated liabilities			1,156,964				1,104,771				52,193				1,156,964				1,104,771				52,193
Current Liabilities			1,456,964				1,344,309				112,655				1,456,964				1,344,309				112,655
Long-term debt			3,790,734				3,925,368				(134,634	)			3,790,734				3,925,368				(134,634	)
Other non-current liabilities			1,218,712				943,161				275,551				1,218,712				943,161				275,551
Total Liabilities			6,466,410				6,212,838				253,573				6,466,410				6,212,838				253,573
Stockholders equity			2,003,494				2,003,494				(0	)			2,003,494				2,003,494				(0	)
Other equity accounts			(235,007	)			(348,080	)			113,073				(235,007	)			(348,080	)			113,073
Retaining earnings			4,987,786				3,834,157				1,153,628				4,987,786				3,834,157				1,153,628
Total Stockholders’ equity			6,756,273				5,489,571				1,266,701				6,756,273				5,489,571				1,266,701
Non-controlling interest.			1,575,554				1,430,202				145,352				1,575,554				1,430,202				145,352
Total Liabilities and Equity			14,798,237				13,132,611				1,665,626				14,798,237				13,132,611				1,665,626
CASH FLOW
Net earnings			818,209				421,437				396,772				1,479,219				877,557				601,662
Depreciation and amortization			126,584				128,612				(2,028	)			252,269				256,045				(3,776	)
Deferred income taxes			(13,362	)			(44,658	)			31,296				(7,991	)			(56,639	)			48,648
Capitalized leachable material			(12,566	)			12,430				(24,996	)			(18,380	)			31,435				(49,815	)
Participation in subsidiary not consolidated and associated			(2,650	)			(2,002	)			(648	)			(4,120	)			(2,292	)			(1,828	)
Other Net			9,315				(2,597	)			11,912				33,502				48,317				(14,815	)
Changes in assets and liabilities			(743,977	)			101,036				(845,013	)			(859,691	)			398,838				(1,258,529	)
Cash generated by operating activities			181,553				614,258				(432,705	)			874,808				1,553,261				(678,453	)
Capital expenditures			(284,208	)			(121,524	)			(162,684	)			(404,973	)			(212,466	)			(192,507	)
Purchase of marketable securities			(4,686	)			(30,166	)			25,480				(73,456	)			(27,198	)			(46,258	)
Restricted cash			1,127				(57,847	)			58,974				2,198				(47,649	)			49,847
Other — Net			181,811				257,488				(75,677	)			56,512				102,986				(46,474	)
Cash used in investing activities			(105,956	)			47,951				(153,907	)			(419,719	)			(184,327	)			(235,392	)
Debt incurred			166,127				1,499,799				(1,333,672	)			166,269				1,499,874				(1,333,605	)
Debt amortization			(150,029	)			(451,842	)			301,813				(223,815	)			(1,012,718	)			788,903
Dividends paid			(396,222	)			(260,031	)			(136,192	)			(695,728	)			(450,341	)			(245,387	)
SCC common shares buyback			(147,534	)			—				(147,534	)			(147,534	)			—				(147,534	)
GM common shares buyback			(23,905	)			—				(23,905	)			(23,905	)			—				(23,905	)
Cash used in financing activities			(551,563	)			787,926				(1,339,490	)			(924,713	)			36,815				(961,528	)
Effect of exchance rate changes on cash and cash equivalents			19,408				(5,765	)			25,173				22,518				18,910				3,608
Net increase (decrease) cash & cash equivalents			(456,558	)			1,444,370				(1,900,928	)			(447,106	)			1,424,659				(1,871,765	)
Cash & cash equivalents at begin yr.			3,007,364				1,201,642				1,805,722				2,997,912				1,221,353				1,776,559
Cash & cash equivalents at yr. end			2,550,806				2,646,012				(95,206	)			2,550,806				2,646,012				(95,206	)

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Second Quarter 2011 Results

AMERICAS MINING CORPORATION (AMC)
CONSOLIDATED FINANCIAL STATEMENTS (US GAAP)

(Thousands of US Dollars)		Quarters												Accumulated
STATEMENT OF EARNINGS		Q2-11				Q2-10				Variance				2011				2010				Variance
Net sales			2,258,785				1,563,336				695,448				4,349,548				3,200,344				1,149,205
Cost of sales			961,690				786,579				175,111				1,959,259				1,614,859				344,399
Exploration			11,731				10,151				1,580				21,478				18,688				2,790
Gross profit			1,285,364				766,606				518,758				2,368,812				1,566,796				802,015
Gross margin			57	%			49	%							54	%			49	%
Administrative expenses			31,197				28,786				2,411				62,397				59,524				2,873
EBITDA			1,254,320				751,642				502,678				2,288,147				1,542,922				745,226
Depreciation and amortization			92,935				97,885				(4,950	)			187,165				195,607				(8,442	)
Operating income			1,161,232				639,935				521,296				2,119,250				1,311,666				807,584
Operating margin			51	%			41	%							49	%			41	%
Interest expense			68,593				73,124				(4,531	)			136,345				131,959				4,386
Interest income			(8,629	)			(2,277	)			(6,351	)			(14,120	)			(4,401	)			(9,719	)
Other (income) expense, net			(2,069	)			(212	)			(1,857	)			17,286				44,202				(26,916	)
Earnings before Tax			1,103,337				569,301				534,036				1,979,738				1,139,906				839,832
Taxes			340,077				171,944				168,133				617,848				375,726				242,122
Net Earnings			763,260				397,357				365,902				1,361,891				764,181				597,710
Net income attributable to the non-controlling interest			135,556				71,335				64,220				241,831				155,498				86,333
Net income attributable to AMC			627,704				326,022				301,682				1,120,060				608,683				511,377
BALANCE SHEET
Cash and cash equivalents			1,597,680				2,196,178				(598,498	)			1,597,680				2,196,178				(598,498	)
Marketable securities			225,396				50,146				175,250				225,396				50,146				175,250
Restricted cash			208,284				244,000				(35,716	)			208,284				244,000				(35,716	)
Notes and accounts receivable			892,836				487,646				405,190				892,836				487,646				405,190
Inventories			985,002				806,044				178,957				985,002				806,044				178,957
Prepaid and others current assets			1,862,919				245,011				1,617,907				1,862,919				245,011				1,617,907
Total Current Assets			5,772,116				4,029,025				1,743,091				5,772,116				4,029,025				1,743,091
Property, plant and equipment, Net			5,717,531				5,645,230				72,301				5,717,531				5,645,230				72,301
Leachable material, net			154,726				131,017				23,710				154,726				131,017				23,710
Other long term assets			551,540				714,033				(162,493	)			551,540				714,033				(162,493	)
Total Assets			12,195,913				10,519,305				1,676,608				12,195,913				10,519,305				1,676,608
Liabilities and Stockholders’ Equity			—				—				—				—				—				—
Long-term debt			228,285				176,832				51,454				228,285				176,832				51,454
Other non-current liabilities			885,484				721,810				163,674				885,484				721,810				163,674
Current Liabilities			1,113,770				898,642				215,128				1,113,770				898,642				215,128
Long term debt			3,286,153				3,467,555				(181,402	)			3,286,153				3,467,555				(181,402	)
Other long term liabilities			1,099,168				910,326				188,841				1,099,168				910,326				188,841
Total Liabilities			5,499,091				5,276,523				222,567				5,499,091				5,276,523				222,567
Stockholders equity			2,561,499				2,561,499				—				2,561,499				2,561,499				—
Other equity accounts			(576,505	)			(403,381	)			(173,125	)			(576,505	)			(403,381	)			(173,125	)
Retained earnings			3,827,542				2,220,391				1,607,151				3,827,542				2,220,391				1,607,151
Total Stockholders’ equity			5,812,536				4,378,509				1,434,026				5,812,536				4,378,509				1,434,026
Non-controlling interest.			884,287				864,272				20,015				884,287				864,272				20,015
Total Liabilities and Equity			12,195,913				10,519,305				1,676,608				12,195,913				10,519,305				1,676,608
Cash Flow
Net earnings			763,260				397,357				365,902				1,361,891				764,181				597,710
Depreciation and amortization			92,933				97,885				(4,952	)			187,165				195,607				(8,442	)
Deferred income taxes			15,589				(43,889	)			59,478				(30,580	)			(49,298	)			18,718
Capitalized leachable material			(12,565	)			12,430				(24,995	)			(18,380	)			31,435				(49,815	)
Others Net			9,720				947				8,773				39,194				43,419				(4,225	)
Changes in assets and liabilities			(937,801	)			(214,624	)			(723,177	)			(1,406,277	)			258,836				(1,665,113	)
Cash generated by operating activities			(68,864	)			250,106				(318,970	)			133,012				1,244,179				(1,111,167	)
Capital expenditures			(134,284	)			(96,093	)			(38,191	)			(223,500	)			(175,002	)			(48,498	)
Current investments			(4,686	)			96,097				(100,783	)			(73,456	)			(27,198	)			(46,258	)
Restricted cash			3,270				95,193				(91,923	)			2,198				25,005				(22,807	)
Capital reimbursement			11,135				8,998				2,137				(7,872	)			(30,183	)			22,311
Cash used in investing activities			(124,565	)			104,195				(228,760	)			(302,630	)			(207,378	)			(95,252	)
Debt incurred			145				1,489,799				(1,489,654	)			287				1,489,874				(1,489,587	)
Debt amortization			(60,341	)			(436,225	)			375,884				(119,692	)			(988,680	)			868,988
Dividends paid			(104,362	)			(84,172	)			(20,190	)			(211,656	)			(231,664	)			20,008
SCC common shares buyback			(147,534	)			—				(147,534	)			(147,534	)			—				(147,534	)
Cash used in financing activities			(312,092	)			969,402				(1,281,494	)			(478,595	)			269,530				(748,125	)
Effect of exchance rate changes on cash and cash equivalents			19,446				(4,687	)			24,133				14,872				1,471				13,401
Net increase (decrease) cash & cash equivalents			(486,075	)			1,319,016				(1,805,091	)			(633,341	)			1,307,803				(1,941,143	)
Cash & cash equivalents at begin yr.			2,083,756				877,161				1,206,595				2,231,020				888,375				1,342,645
Cash & cash equivalents at yr. end			1,597,680				2,196,178				(598,498	)			1,597,680				2,196,178				(598,497	)

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Second Quarter 2011 Results