Grupo México, S.A.B. de C.V. (GMBXF) SC TO-C Information about tender offer

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”).

Investor
Relations:

Jorge Pulido
(55) 1103-5320

Email
ir@mm.gmexico.com

Website
www.gmexico.com

GrupoMéxico
Financial Highlights in Dollars¹

• Consolidated salesfor 2Q11 were US$2.726 billion, which compares favorably to the US$1.965 billion posted for 2Q10, representing a 39% increase attributable to increased production by the Mining Division due to the restart of operations at Buenavista, better metals prices, and a 12% growth in sales by the Transportation Division over 2Q10, due mainly to increased exports of consumer goods and movement of local freight.

• Cost of salesfor 2Q11 was US$1.292 billion, a 22% increase over 2Q10. This increase is explained by the reincorporation of Buenavista and increased fuel and energy costs.

• EBITDAfor 2Q11 was US$1.391 billion, which compared to US$877 million for 2Q10 represents an increase of 59%. Consequently, the EBITDA margin for 2Q11 reached 51% of sales, compared to 45% for 2Q10. EBITDA for SCC was US$1.078 billion, equivalent to 60% of sales and representing a 79% growth compared to 2Q10. EBITDA for Asarco was US$186 million, equivalent to 38% of sales and representing an 11% growth compared to 2Q10. EBITDA for the Transportation Division was US$128 million, equivalent to 30% of sales.

• Net consolidated earningsfor 2Q11 were US$657 million, 103% over the US$324 million posted for 2Q10, and equivalent to 24% of sales.

Financial Highlights forGrupoMéxico

	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

¹ All figures are expressed in US dollars following GAAP accounting principles, unless otherwise stated.

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

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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.

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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 theCFE, 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.

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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	)

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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

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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

* Asarco does not produce this mineral.

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.

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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:

Themining divisionof 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.

Thetransportation divisionof 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%.

TheInfrastructure Divisionof 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.

This report includes forward-looking statements. In addition to the risk and uncertainties noted in the report, there are certain factors that could cause results to differ materially from those anticipated by some of the statements made. Many of these risks and uncertainties are related to factors beyond the reasonable control of Grupo México or that cannot be accurately estimated, such as future market conditions, metals prices, the behavior of other market stakeholders and the actions of government regulators, which are described in Grupo México’s annual report. Grupo México does not assume any obligation whatsoever regarding the updating of these projections to reflect events or circumstances occurring after the date of this report.

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	)

2Q11 www.gmexico.com Page 12

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	)

2Q11 www.gmexico.com Page 13

Second Quarter 2011 Results

INFRAESTRUCTURA Y TRANSPORTES MEXICO, S.A. DE C.V.
CONSOLIDATED FINANCIAL STATEMENTS (US GAAP)

(Thousands of US Dollars)	Quarters									Accumulated
STATEMENT OF EARNINGS	Q2-11			Q2-10			Variance			2011			2010			Variance
Net sales		422,123			377,288			44,835			805,556			703,283			102,273
Cost of sales		287,076			241,941			45,135			548,813			454,914			93,899
Gross profit		135,047			135,347			(300	)		256,743			248,369			8,374
Gross margin		32	%		36	%					32	%		35	%
Administrative expenses		18,556			14,988			3,568			35,681			30,384			5,297
EBITDA		127,922			123,186			4,736			235,617			233,024			2,593
Depreciation and amortization		29,995			27,823			2,172			58,429			54,282			4,147
Operating Income		86,496			92,536			(6,040	)		162,633			163,703			(1,070	)
Operating margin		20	%		25	%					20	%		23	%
Interest expense		9,033			8,687			346			16,845			17,052			(207	)
Interest income		302			(3,935	)		4,237			(8,684	)		(7,170	)		(1,514	)
Derivative instruments		792			1,438			(646	)		760			2,263			(1,503	)
Other (income) expense — Net		(10,509	)		(3,518	)		(6,991	)		(16,159	)		(17,749	)		1,590
Earnings before Tax		86,878			89,864			(2,986	)		169,871			169,307			564
Taxes		24,502			28,553			(4,051	)		50,299			54,435			(4,136	)
Participation in subsidiary not consolidated and associated		(2,650	)		(1,998	)		(652	)		(4,120	)		(2,292	)		(1,828	)
Net Earnings		65,026			63,309			1,717			123,692			117,164			6,528
Net income attributable to the non-controlling interest		(12,427	)		(13,757	)		1,330			(23,558	)		(26,587	)		3,029
Net income attributable to ITM		52,599			49,552			3,047			100,134			90,577			9,557
BALANCE SHEET
Cash and cash equivalents		213,626			395,980			(182,354	)		213,626			395,980			(182,354	)
Notes and accounts receivable		219,971			163,900			56,071			219,971			163,900			56,071
Inventories		46,062			32,988			13,074			46,062			32,988			13,074
Prepaid and others current assets		74,518			65,632			8,886			74,518			65,632			8,886
Total Current Assets		554,177			658,500			(104,323	)		554,177			658,500			(104,323	)
Property, plant and equipment — Net		1,506,540			1,197,418			309,122			1,506,540			1,197,418			309,122
Other long term assets		618,601			369,002			249,599			618,601			369,002			249,599
Total Assets		2,679,318			2,224,920			454,398			2,679,318			2,224,920			454,398
Liabilities and Stockholders’ Equity
Current portion of long-term debt		61,715			52,706			9,009			61,715			52,706			9,009
Accumulated liabilities		206,494			187,087			19,407			206,494			187,087			19,407
Current Liabilities		268,209			239,793			28,416			268,209			239,793			28,416
Long-term debt		504,580			457,812			46,768			504,580			457,812			46,768
Other non-current liabilities		2,068			2,926			(858	)		2,068			2,926			(858	)
Other liabilities		30,388			9,483			20,905			30,388			9,483			20,905
Total Liabilities		805,245			710,014			95,231			805,245			710,014			95,231
Stockholders equity		89,290			89,290			—			89,290			89,290			—
Other equity accounts		169,122			72,940			96,182			169,122			72,940			96,182
Retaining earnings		1,319,139			1,103,821			215,318			1,319,139			1,103,821			215,318
Total Stockholders’ equity		1,577,551			1,266,051			311,500			1,577,551			1,266,051			311,500
Non-controlling interest		296,522			248,855			47,667			296,522			248,855			47,667
Total Liabilities and Equity		2,679,318			2,224,920			454,398			2,679,318			2,224,920			454,398
CASH FLOW
Net earnings		65,026			63,309			1,717			123,692			117,164			6,528
Depreciation and amortization		29,995			27,823			2,172			58,429			54,282			4,147
Deferred income taxes		454			1,278			(824	)		(5,930	)		(13,282	)		7,352
Participation in subsidiary not consolidated and associated		(2,650	)		(1,998	)		(652	)		(4,120	)		(2,292	)		(1,828	)
Other Net		1,842			400			1,442			(443	)		(691	)		248
Changes in assets and liabilities		(24,478	)		(819	)		(23,659	)		(46,564	)		(9,910	)		(36,654	)
Cash generated by operating activities		70,189			89,993			(19,804	)		125,064			145,271			(20,207	)
Capital expenditures		(147,653	)		(22,633	)		(125,020	)		(174,901	)		(31,963	)		(142,938	)
Purchase shares		(9,784	)		16,642			(26,426	)		(93,746	)		—			(93,746	)
Dividends received		4,830			3,261			1,569			5,064			3,261			1,803
Cash used in investing activities		(152,607	)		(2,730	)		(149,877	)		(263,583	)		(28,702	)		(234,881	)
Debt incurred		165,982			—			165,982			165,982			—			165,982
Debt amortization		(89,687	)		(15,617	)		(74,070	)		(104,123	)		(24,038	)		(80,085	)
Dividends received (paid) — Net		(26,000	)		—			(26,000	)		(26,000	)		(26,000	)		—
Other Net		412			—			412			412			—			412
Cash used in financing activities		50,707			(15,617	)		66,324			36,271			(50,038	)		86,309
Effect of exchance rate changes on cash and cash equivalents		(38	)		(1,078	)		1,040			7,646			17,439			(9,793	)
Net increase (decrease) cash & cash equivalents		(31,749	)		70,568			(102,317	)		(94,602	)		83,970			(178,572	)
Cash & cash equivalents at begin yr.		245,375			325,412			(80,037	)		308,228			312,010			(3,782	)
Cash & cash equivalents at yr. end		213,626			395,980			(182,354	)		213,626			395,980			(182,354	)

2Q11 www.gmexico.com Page 14