6-K 1 v158960_6k.htm

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of August 2009

BUENAVENTURA MINING COMPANY INC.

(Translation of Registrant's Name into English)

CARLOS VILLARAN 790

SANTA CATALINA, LIMA 13, PERU

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Interim unaudited consolidated financial information as of June 30, 2009 and 2008 and for the three-month and six-month periods then ended

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Report on review of interim consolidated financial statements

To the Shareholders of Compañía de Minas Buenaventura S.A.A.

We have reviewed the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries as of June 30, 2009, the related consolidated statements of income, and cash flows for the three-month and six-month periods ended June 30, 2009 and 2008, as well as the consolidated statements of changes in shareholders’ equity for the six-month period then ended and explanatory notes. Management is responsible for the preparation and presentation of these interim consolidated financial statements in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on them based on our review.

We conducted our review in accordance with International Auditing Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. The financial statements of Minera Yanacocha S.R.L. as of June 30, 2009 and 2008, and for the six-month periods then ended have been reviewed by other independent auditors, whose reports on review have been furnished to us. In the consolidated financial statements of the Company, the Company’s investment in Minera Yanacocha S.R.L. amounts to US$557.4 million as of June 30, 2009 (US$528.3 million as of December 31, 2008); in addition, the share in the net income of this entity amounts to US$129.2 million for the six-month period then ended (US$125.0 million for the six-month period ended June 30, 2008) and to US$68.9 million for the three-month period then ended (US$43.6 million for the three-month period ended June 30, 2008). A review of interim financial information is limited primarily to make inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards. Consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Report on review of interim consolidated financial statements (continued)

Based on our review and on the report on limited review of Minera Yanacocha S.R.L. nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 “Interim Financial Reporting”.

Lima, Peru,

July 27, 2009

Countersigned by:

Marco Antonio Zaldívar

C.P.C. Register No.12477

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Balance Sheet

As of June 30, 2009 (unaudited) and December 31, 2008 (audited)

	Note		2009			2008
			US$(000)			US$(000)

Assets
Current assets
Cash, banks and time deposits		4		609,897			554,752

Trade accounts receivable, net				71,815			65,666

Embedded derivatives for concentrates sales		10(c)		6,667			-

Other accounts receivable, net				22,987			23,040

Accounts receivable from associates		12(a)		17,846			13,111

Inventory, net				44,367			43,472

Current portion of prepaid taxes and expenses				24,911			35,573

Current portion of hedge derivative financial instruments		13		28,555			52,873

Total current assets				827,045			788,487

Other long-term accounts receivable				1,424			1,370

Prepaid taxes and expenses				7,041			5,622

Hedge derivative financial instruments		13		6,058			21,464

Investment in associates		5(a)		969,376			882,947

Mining concessions and property, plant and equipment, net				250,580			247,298

Development costs, net				114,641			110,014

Deferred income tax and workers´profit sharing asset, net		8(a)		209,198			209,167

Other assets				2,185			1,929

Total assets				2,387,548			2,268,298

	Note		2009			2008
			US$(000)			US$(000)

Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable				40,694			35,944
Income tax payable				4,527			4,561
Current portion of other current liabilities				62,246			64,817
Embedded derivatives for concentrates sales		10(c)		-			9,953
Current portion of long-term debt		6		98,190			98,190
Total current liabilities				205,657			213,465

Other long-term liabilities				94,772			96,736
Long-term debt		6		180,012			229,105
Total liabilities				480,441			539,306

Shareholders’ equity, net		7
Capital stock, net of treasury shares for US$62,622,000 in 2009 and 2008				750,540			750,540
Investment shares, net of treasury shares for US$142,000 in 2009 and 2008				2,019			2,019
Additional paid-in capital				225,978			225,978
Legal reserve				53,007			53,007
Other reserves				269			269
Retained earnings				747,171			517,583
Cumulative translation loss				(34,075	)		(34,075	)
Unrealized gain on valuation of hedge derivative financial Instruments, net				6,100			16,162

Unrealized gain in other investment				348			118
				1,751,357			1,531,601
Minority interest				155,750			197,391
Total shareholders’ equity, net				1,907,107			1,728,992

Total liabilities and shareholders’ equity, net				2,387,548			2,268,298

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Income (unaudited)

For the three and six-month periods ended June 30, 2009 and 2008

	Note		For the three-month periods ended June 30,						For the six-month periods ended June 30,
			2009			2008			2009			2008
			US$(000)			US$(000)			US$(000)			US$(000)
Operating income
Net sales		10(a)		198,107			204,271			361,212			416,271
Royalty income		12(b)		14,560			12,084			28,426			26,342
Total income				212,667			216,355			389,638			442,613
Operating costs
Cost of sales, without considering depreciation and amortization				65,786			58,445			122,726			107,554
Exploration in units in operation				16,821			13,083			28,785			24,398
Depreciation and amortization				17,532			12,913			35,479			25,591
Total operating costs				100,139			84,441			186,990			157,543
Gross income				112,528			131,914			202,648			285,070
Operating expenses
General and administrative		11		19,055			9,695			35,762			37,241
Exploration in non-operating areas				9,973			15,749			17,216			27,150
Royalties				9,572			9,195			14,765			16,116
Sales				2,517			4,603			4,485			9,144
Total operating expenses				41,117			39,242			72,228			89,651
Operating income before unusual item				71,411			92,672			130,420			195,419
Net loss from release of commitments in commercial contracts		10(b)		-			-			-			(415,135	)
Operating income (loss) after unusual item				71,411			92,672			130,420			(219,716	)
Other income (expenses), net
Share in associates, net		5(b)		98,333			98,562			178,240			244,284
Interest income				1,104			6,165			2,585			8,364
Interest expense				(4,389	)		(9,697	)		(9,232	)		(16,220	)
Gain (loss) on currency exchange difference				1,724			(11,886	)		1,194			(2,908	)
Other, net				(116	)		(135	)		1,535			476
Total other income, net				96,656			83,009			174,322			233,996
Income before workers´ profit sharing, income tax and minority interest				168,067			175,681			304,742			14,280
Provision for workers´ profit sharing, net		8(b)		(3,547	)		(7,322	)		(8,623	)		18,048
Provision for income tax, net		8(b)		(17,044	)		(37,086	)		(39,106	)		63,661
Net income				147,476			131,273			257,013			95,989
Net income attributable to minority interest				(13,089	)		(9,547	)		(22,336	)		(37,231	)
Net income attributable to Buenaventura				134,387			121,726			234,677			58,758
Basic and diluted earning per share stated in U.S. dollars				0.53			0.48			0.92			0.23

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

For the six-month periods ended June 30, 2009 and 2008

	Capital stock, net of treasury shares
	Number of shares outstanding		Common shares		Investment shares		Additional paid-in capital		Legal reserve		Other reserves		Retained earnings			Cumulative translation loss			Unrealized gain on valuation of hedge derivative financial instruments, net			Unrealized gain on other investment			Total			Minority interest			Total Equity
			US$(000)		US$(000)		US$(000)		US$(000)		US$(000)		US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Balance as of January 1, 2008		126,879,832		173,930		473		177,713		37,679		269		1,056,937			(34,075	)		1,518			158			1,414,602			165,614			1,580,216
Dividends declared and paid, notes 7(a) and 7(b)		-		-		-		-		-		-		(27,989	)		-			-			-			(27,989	)		(26,377	)		(54,366	)
Capitalization of retained earnings, note 7(c)		-		576,610		1,546		48,265		-		-		(626,421	)		-			-			-			-			-			-
Unrealized gain on valuation of hedge derivative financial instruments held by El Brocal, note 13		-		-		-		-		-		-		-			-			3,367			-			3,367			6,563			9,930
Unrealized loss in other investment		-		-		-		-		-		-		-			-			-			(20	)		(20	)		-			(20	)
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(5,887	)		(5,887	)
Net income		-		-		-		-		-		-		58,758			-			-			-			58,758			37,231			95,989

Balance as of June 30, 2008		126,879,832		750,540		2,019		225,978		37,679		269		461,285			(34,075	)		4,885			138			1,448,718			177,144			1,625,862

Balance as of January 1, 2009		253,759,664		750,540		2,019		225,978		53,007		269		517,583			(34,075	)		16,162			118			1,531,601			197,391			1,728,992
Dividends declared and paid, notes 7(a) and 7(b)		-		-		-		-		-		-		(5,089	)		-			-			-			(5,089	)		(19,892	)		(24,981	)
Unrealized loss on valuation of hedge derivative financial instruments held by El Brocal, note 13		-		-		-		-		-		-		-			-			(10,062	)		-			(10,062	)		(15,520	)		(25,582	)
Unrealized gain in other investment		-		-		-		-		-		-		-			-			-			230			230			-			230
Decrease of minority interest in El Brocal, note 1(e)		-		-		-		-		-		-		-			-			-			-			-			(28,565	)		(28,565	)
Net income		-		-		-		-		-		-		234,677			-			-			-			234,677			22,336			257,013

Balance as of June 30, 2009		253,759,664		750,540		2,019		225,978		53,007		269		747,171			(34,075	)		6,100			348			1,751,357			155,750			1,907,107

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Cash Flows (unaudited)

For the three and six-month periods ended June 30, 2009 and 2008

	For the three-month periods ended June 30,						For the six-month periods ended June 30,
	2009			2008			2009			2008
	US$(000)			US$(000)			US$(000)			US$(000)
Operating activities
Proceeds from sales		195,864			241,716			341,380			419,778
Dividends received		100,395			113,945			100,395			113,945
Royalties received		13,698			14,019			22,780			25,617
Tax recovered		5,438			-			11,905			-
Interest received		1,125			5,141			3,112			8,455
Release of commitments in commercial contracts		-			-			-			(517,143	)
Payments to suppliers and third parties		(70,673	)		(92,989	)		(132,765	)		(150,767	)
Payments to employees		(20,686	)		(24,045	)		(54,781	)		(66,319	)
Payments for exploration		(24,267	)		(25,522	)		(41,986	)		(44,375	)
Payments of royalties		(9,452	)		(9,488	)		(17,487	)		(19,717	)
Income tax paid		(5,521	)		(6,971	)		(12,727	)		(30,804	)
Payments of interest		(2,731	)		(8,772	)		(6,697	)		(11,988	)
Net cash and cash equivalents provided by (used in) operating activities		183,190			207,034			213,129			(273,318	)
Investment activities
Decrease in time deposits		23,443			73,104			19,916			26,764
Payments for purchase of investment shares in associates		(5,518	)		-			(40,432	)		-
Additions to mining concessions and property, plant and equipment		(10,336	)		(15,984	)		(28,559	)		(25,833	)
Disbursements for development activities		(4,532	)		(7,710	)		(15,684	)		(12,850	)
Other investment activities		3,670			917			1,189			565
Net cash and cash equivalents provided by (used in) investment activities		6,727			50,327			(63,570	)		(11,354	)
Financing activities
Proceeds from long-term debt		-			450,000			-			450,000
Proceeds from bank loans		-			-			-			510,000
Payments of bank loans		-			(450,000	)		-			(510,000	)
Payments of long-term debt		(24,548	)		(534	)		(49,093	)		(1,066	)
Dividends paid to minority shareholders of subsidiary		(19,892	)		(26,377	)		(19,892	)		(26,377	)
Dividends paid		(5,513	)		(30,320	)		(5,513	)		(30,320	)
Net cash and cash equivalents provided by (used in) financing activities		(49,953	)		(57,231	)		(74,498	)		392,237
Net increase in cash and cash equivalents for the period		139,964			200,130			75,061			107,565
Cash and cash equivalents at beginning of period		467,124			210,299			532,027			302,864
Cash and cash equivalents at the period-end		607,088			410,429			607,088			410,429

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Consolidated Statements of Cash Flows (unaudited) (continued)

	For the three-month periods ended June 30,						For the six-month periods ended June 30,
	2009			2008			2009			2008
	US$(000)			US$(000)			US$(000)			US$(000)

Reconciliation of net income to cash and cash equivalents provided by (used in) operating activities
Net income attributable to Buenaventura		134,387			121,726			234,677			58,758
Add (less)
Depreciation and amortization		17,532			12,913			35,479			25,591
Net income attributable to minority interest		13,089			9,547			22,336			37,231
Deferred income tax and employee profit sharing benefit		535			30,555			14,111			(116,835	)
Allowance for doubtful trade accounts receivable		8,080			-			9,066			5,372
Provision for long-term officers´ compensation		2,058			436			8,481			14,044
Accretion expense of the provision for closure of mining units		1,539			1,082			2,852			2,038
Provision of interests		810			(1,181	)		810			1,168
Net cost of plant and equipment retired		95			162			223			218
Share in associates, net of dividends received in cash		2,062			15,383			(77,845	)		(130,339	)
Provision for estimated fair value of embedded derivatives of concentrate sales		(5,320	)		(2,725	)		(8,322	)		(2,725	)
Loss (gain) on currency exchange difference		(1,724	)		11,886			(1,194	)		2,908
Reversal for slow moving and obsolescence supplies		(295	)		103			(615	)		87
Gain on sale of property, plant and equipment		(98	)		(279	)		(278	)		(374	)
Income from release of commitments in commercial contracts		-			-			-			(102,008	)
Other		-			14,919			-			7,579
Net changes in assets and liabilities accounts
Decrease (increase) in operating assets -
Trade accounts receivable		1,560			33,493			(6,149	)		11,604
Other accounts receivable		(19,615	)		(4,149	)		(20,582	)		(3,025	)
Accounts receivable from associate		(862	)		2,382			(5,646	)		(725	)
Inventory		2,944			(7,456	)		(895	)		(14,003	)
Prepaid taxes and expenses		7,216			(11,984	)		9,243			(19,937	)
Increase (decrease) in operating liabilities -
Trade accounts payable		4,417			3,286			4,750			6,852
Income tax payable		(1,129	)		(1,673	)		(34	)		(10,608	)
Other liabilities		15,909			(21,392	)		(7,339	)		(46,189	)
Net cash and cash equivalents provided by (used in) operating activities		183,190			207,034			213,129			(273,318	)

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Notes to the interim consolidated financial statements (unaudited)

As of June 30, 2009 and 2008

1.	Identification and Business Activity

(a)

Identification -

Compañía de Minas Buenaventura S.A.A. (hereafter “Buenaventura” or “the Company”) is a publicly traded corporation incorporated in 1953. Buenaventura’s stock is traded on the Lima and New York Stock Exchanges through American Depositary Receipts (ADRs), which represent Company shares deposited in the Bank of New York. Buenaventura’s legal domicile is at Av. Carlos Villaran 790, Santa Catalina, Lima, Peru.

(b)

Business Activity -

Buenaventura (individually and in association with third parties) is engaged in the exploration, extraction, concentration, smelting and commercialization of polymetallic ores and metals.

Buenaventura directly operates seven mining units located in Peru: Uchucchacua, Orcopampa, Poracota, Julcani, Recuperada, Antapite and Ishihuinca. In addition, the Company has a controlling interest in Sociedad Minera El Brocal S.A.A. (hereinafter “El Brocal”), which operates the Colquijirca mining unit, and in Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. (hereinafter “Cedimin”), which operates the Shila and Paula mining units. Also, the Company holds interests in a number of other mining companies including Minera Yanacocha S.R.L. (hereinafter “Yanacocha”) and Sociedad Minera Cerro Verde S.A.A. (hereinafter “Cerro Verde”). The Company also owns an electric power distribution company and a mining engineering services company. See note 1(d).

(c)

Approval of consolidated financial statements -

The consolidated financial statements as of June 30, 2009 have been approved by Management and will be presented for the approval of the Board of Directors within the terms established by law. In Management’s opinion, the accompanying consolidated financial statements will be approved without changes by the Board of Directors that will be held in July, 2009. The consolidated financial statements as of December 31, 2008 were approved by the Shareholders’ Meeting held on March 27, 2009.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(d)

The consolidated financial statements include the financial statements of the following subsidiaries:

	Ownership Percentage as of
	June 30, 2009				December 31, 2008
	Direct		Indirect		Direct		Indirect
	%		%		%		%
Investment and mining concessions held, exploration and exploitation of minerals

Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN		44.83		55.17		44.83		55.17
Compañía Minera Condesa S.A.		100.00		-		100.00		-
Compañía Minera Colquirrumi S.A.		90.00		-		90.00		-
Sociedad Minera El Brocal S.A.A. (*) (f)		4.24		39.14		4.17		29.59
Inversiones Colquijirca S.A. (**) (e)		81.22		-		61.42		-
S.M.R.L. Chaupiloma Dos de Cajamarca		20.00		40.00		20.00		40.00
Minera La Zanja S.R.L.		53.06		-		53.06		-

Electric power activity
Consorcio Energético de Huancavelica S.A.		100.00		-		100.00		-

Services
Buenaventura Ingenieros S.A.		100.00		-		100.00		-
Contacto Corredores de Seguros S.A.		-		100.00		-		100.00

(*)

As of June 30, 2009 and December 31, 2008, the equity share in capital stock (common shares with voting rights) in El Brocal was 45.97 and 35.77 per cent, respectively.

(**)

Inversiones Colquijirca S.A. has a 51.06 percent interest in El Brocal, through which Buenaventura holds an indirect participation in El Brocal of 39.14 percent as of June 30, 2009.

(e)

Purchase of capital stock shares in Inversiones Colquijirca S.A. -

On February 19, 2009, the Company agreed with Teck Cominco Metals Ltd. the purchase of 19.80 per cent of the representative capital stock shares of Inversiones Colquijirca S.A. (hereafter “Colquijirca”). The purchase price of the shares was US$35,000,000, which had been completely paid as of the date of the consolidated balance sheet.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

According to Buenaventura’s accounting policies, based on “Parent entity extension” method, the Management calculated the difference between the cost of acquisition of the additional share in Colquijirca amounting to US$35,000,000 and the book value of the minority interest acquired amounting to US$28,565,000, recording the difference by US$6,435,000 as Mining Rights in the “Mining concessions and property, plant and equipment, net” caption in the consolidated balance sheet.

(f)

Project for the expansion of El Brocal operations -

On August 15, 2008, the Board of Directors of El Brocal approved a project to expand its operations in order to reach a treatment level of 18,000 MT per day of ore from its Tajo Norte and Marcapunta mines. The project involves setting up the open pit, expanding the level of operations, modernizing the Huaraucaca concentrator plant and adapting those services required to support the new production capacity.

As of June 30, 2009 and December 31, 2008, El Brocal had executed the following works related to the project to expand operations:

	2009		2008
	US$(000)		US$(000)

Mine development		15,415		14,988
Concentrator plant		12,938		4,395
Feasibility study		1,354		1,321
Electric system expansion		924		-
Environmental impact study		854		-
Construction of Huachuacaja tailings area		824		635
Other minor activities		628		272

		32,937		21,611

2.	Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the three and six-month periods ended June 30, 2009 and 2008 had been prepared in conformity with IAS 34 “Interim Financial Reporting”.

The interim consolidated financial statements do not include all the information and disclosures required in the Company’s annual consolidated financial statements and should be read together with the consolidated financial statements as of December 31, 2008.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

Significant accounting principles and practices -

The criteria and accounting basis used by the Company in preparing the accompanying interim consolidated financial statements are consistent to those used in the preparation of the Company’s annual consolidated financial statements.

Reclassifications -

For improving the presentation of consolidated financial statement of income, the Company has made the following reclassification amounting to US$378,000 and US$615,000, for the three and six-month period ended June 30, 2008 from the “Depreciation and amortization” caption to the “Exploration in units in operation” caption of the consolidated statement of income.

3.	Seasonality of operations

The Company and its subsidiaries operate continuously without important fluctuations due to seasonality.

4.	Cash, banks and time deposits

(a)

The table below presents the components of this caption:

	As of June 30, 2009		As of December 31, 2008		As of June 30, 2008
	US$(000)		US$(000)		US$(000)

Cash		838		468		895
Bank accounts		33,229		45,888		82,974
Time deposits (b)		573,021		485,671		326,560
Cash balances included in the consolidated statement of cash flows		607,088		532,027		410,429
Time deposits with original maturity greater than 90 days (c)		2,809		22,725		51,984

		609,897		554,752		462,413

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

The table below presents the components of time deposits as of June 30, 2009:

Currency	Original maturities	Annual interest rate
		%	US$(000)

U.S. Dollars	From 40 to 90 days	From 0.35 to 1.05		560,401
Nuevos Soles	From 46 to 65 days	From 2.60 to 3.90		12,620
				573,021

The table below presents the components of time deposits as of December 31, 2008:

Currency	Original maturities	Annual interest rate
		%	US$(000)

U.S. Dollars	From 8 to 77 days	From 0.10 to 4.5		453,211
Nuevos Soles	From 30 to 90 days	From 6.75 to 7.20		32,460
				485,671

During the year 2008, in compliance with the Syndicated Loan Agreement, Buenaventura established an escrow account in a local bank for US$177,811,000. In accordance with the amendments made to the Syndicated Loan Agreement, as of December 31, 2008 it was no longer necessary to maintain this additional guarantee, therefore, it was available and it is shown as time deposit to this date.

(c)

As of June 30, 2009, corresponds to the following time deposits:

Currency	Original maturities	Annual interest rate
		%		US$(000)

U.S. Dollars	126 days		0.55		119
Nuevos Soles	From 91 to 290 days	From 4.75 to 6.60			2,690
					2,809

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

As of December 31, 2008, corresponds to the following time deposits:

Currency	Original maturities	Annual interest rate
		%	US$(000)

U.S. Dollars	91 days	6.10		16,000
Nuevos Soles	From 96 to 182 days	From 5.90 to 6.70		6,725

				22,725

5.	Investments in associates

(a)

The table below presents the components of this caption:

	Share in shareholders’ equity				Amount
	As of June 30, 2008		As of December 31, 2008		As of June 30, 2008		As of December 31, 2008
	%		%		US$(000)		US$(000)

Investments in associates -
Minera Yanacocha S.R.L. (c) -
Equity share		43.65		43.65		557,387		528,330
Payment in excess of the share in fair value of assets and liabilities, net						16,822		17,748
						574,209		546,078

Sociedad Minera Cerro Verde S.A.A. (c) -
Equity share		19.26		19.05		306,672		252,242
Payment in excess of the share in fair value of assets and liabilities, net						84,754		81,089
						391,426		333,331

Available-for-sale investment -
Other						3,741		3,538

						969,376		882,947

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

The table below presents the net share in associates:

	For the three-month periods ended June 30,				For the six-month periods ended June 30,
	2009		2008		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Minera Yanacocha S.R.L.		68,446		43,312		128,295		124,397
Sociedad Minera Cerro Verde S.A.A.		29,887		55,250		49,945		119,887

		98,333		98,562		178,240		244,284

(c)

The investments held in Yanacocha (a gold mine located in Cajamarca, Peru) and Cerro Verde (a copper mine located in Arequipa, Peru), represent the Company’s most significant investments. The share in their results has been significant in relation to the Company’s net earnings in the three and six-month periods ended June 30, 2009 and 2008.

Increase in investments in associates balance -

Investment in associates´ balance increased by US$86,429,000 compared to the balance as of December 31, 2008; which was originated by the share in Yanacocha and Cerro Verde.

Share in associates -

The share in associates during the six-month period ended June 30, 2009 shows a decreased of US$66,044,000 compared to same period of 2008, mainly due to the effect of a decreased of US$69,942,000 in the share in Cerro Verde as a consequence of the decreased of US$387,619,000 in the net income reported in the first semester in 2009 compared with the same period of 2008. The lower income of Cerro Verde is explained by the decreased of the copper price average (price average of US$1.84 during the six-month period ended in June 30, 2009 compared with a price average of US$3.68 in same period of 2008) and the lower volume of copper sold (341,423,000 copper pounds in the first semester in 2009 compared to 354,477,000 copper pounds in the first semester in 2008, due to the lower average of head grade and recoverability factor of the ore mineral treated).

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

Summary of financial information based on the financial statements of Yanacocha and

Cerro Verde -

The table below presents the principal amounts in the financial statements of Yanacocha and Cerro Verde, adjusted to conform to Buenaventura’s accounting practices:

	Yanacocha				Cerro Verde
	As of June 30,		As of December 31,		As of June 30,		As of December 31,
	2009		2008		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Balance Sheet
Total assets		1,908,430		1,895,681		1,942,309		1,983,572
Total liabilities		629,404		682,893		273,971		659,397
Shareholders’ equity		1,279,026		1,212,788		1,668,338		1,324,175

	Yanacocha				Cerro Verde
	For the six-month periods ended June 30,				For the six-month periods ended June 30,
	2009		2008		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Results
Total income		915,509		886,982		728,596		1,398,492
Operating income		437,008		402,598		417,838		1,024,282
Net income		295,709		285,798		265,773		653,392

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

6.	Long-term debt

(a)

The table below presents the detail of long-term debt as of June 30, 2009 and December 31, 2008:

	Original amount	Period	Guarantee	Annual interest rate	Maturities	2009		2008
	US$ (000)					US$(000)		US$(000)
Compañía de Minas Buenaventura S.A.A.
Syndicated Loan Agreement (b)	450,000	5 years	None	Three-month LIBOR plus 2.25% (2.91% as of June 30, 2009)	Quarterly maturities of US$14,667,000 from August 2008 to May 2013. Prepays can be made in each quarterly maturity	234,667		264,000

Banco de Crédito del Perú	75,000	4 years	Secured interest of US$13,748,000 on machinery and equipment	Three-month LIBOR plus 0.85% (1.46% as of June 30, 2009)	Quarterly maturities of US$9,375,000 from September 2008 to June 2010	37,500		56,250

Consorcio Energético de Huancavelica S.A.
BBVA Banco Continental	9,000	4 years	None	Three-month LIBOR plus 1.25% (1.89% as of June 30, 2009)	Quarterly maturities of US$500,000 from March 2009 to June 2012	6,000		7,000

Other subsidiaries	-	-	-	-	-	35		45
						278,202		327,295

Non-current portion						(180,012	)	(229,105	)

Current portion						98,190		98,190

(b)

As part of the Syndicated Loan Agreement, Buenaventura agrees to:

(i)

Not entering into derivative contracts with speculation purposes as defined in the International Financial Reporting Standards.

(ii)

Maintain a Debt Ratio financial index less than 3.5 as of the end of each quarter. This ratio is determined by dividing Buenaventura’s consolidated financial debt by the sum of the consolidated EBITDA and the collection of dividends for the twelve-month period following the calculation date. As of June 30, 2009 the Debt Ratio was 0.39.

In the opinion of Buenaventura’s Management, as of the date of submitting the consolidated financial statements, the Company has duly complied with all of the obligations assumed under the Syndicated Loan Agreement.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

7.	Shareholders’ equity, net

(a)

Dividends declared and paid -

The information about declared dividends for the six-month periods ended June 30, 2009 and 2008 is as follows:

Meeting	Date	Dividends declared			Dividends per share
		US$			US$

Dividends 2009
Mandatory annual shareholders’ meeting	March 27, 2009		5,513,000			0.02
Less – Dividends granted to subsidiary			(424,000	)
			5,089,000

Dividends 2008
Mandatory annual shareholders’ meeting	March 27, 2008		30,320,000			0.11
Less – Dividends granted to subsidiary			(2,331,000	)
			27,989,000

(b)

As of June 30, 2009 and 2008, the effect of declared dividends by subsidiaries that will be delivered to minority shareholders, is made up as follows:

	2009		2008
	US$(000)		US$(000)

Sociedad Minera El Brocal S.A.A.		11,524		19,340
S.M.R.L. Chaupiloma Dos de Cajamarca		6,177		7,037
Inversiones Colquijirca S.A.		2,191		-
		19,892		26,377

(c)

Capitalization of retained earnings -

The Mandatory annual Shareholders’ Meeting held March 27, 2008, agreed to increase the nominal value of the common and investment shares from S/4.00 to S/20.00 each. For this, the Meeting approved the following capitalizations:

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(i)

Capitalization of results from exposure to inflation as of December 31, 2004 accumulated of capital stock and investment shares amounting to S/96,858,000 (US$28,230,000). At the capitalization date, results from exposure to inflation was included as part of capital stock. As a consequence, no additional movement was required in the consolidated statement of changes in shareholders’ equity.

(ii)

Capitalization of retained earnings amounting to S/2,108,219,000 (US$626,421,000) increased the capital stock and investment shares accounts by US$576,610,000 (net of treasury stock for US$48,160,000) and US$1,546,000 (net of treasury stock for US$105,000), respectively.

As a result of the capitalizations, the nominal value of treasury shares (common and investment) increased from US$14,499,000 to US$62,764,000 (an increase of US$48,265,000). In compliance with accounting standards, the Company shows the nominal value of treasury shares net of the capital stock, as a consequence the increase in the nominal value of the treasury shares was net off in the same value of capital stock increasing the additional capital account of consolidated statement of changes in shareholders’ equity.

(d)

Stock Split -

In the General Shareholders Meeting held March 27, 2008, shareholders agreed that once the capitalization of retained earnings described in paragraph (c) and registered in Peru’s public registries, these would be split by changing the nominal value of common and investment shares from S/20.00 to S/10.00.

The Board of Directors in its session of July 1, 2008 agreed on the schedule to carry out this splitting of Company shares. According to this schedule, the date of registration of the operation was July 18, 2008. As from July 21, 2008 the Lima Stock Exchange traded the new number of shares effective as of such date (254,442,328 shares made up by 253,759,664 common shares and 682,664 investment shares) and as from July 23, 2008 the New York Stock Exchange did the same.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

8.	Deferred income tax and workers´ profit sharing asset, net

(a)

The table below presents the components of this caption, according to the items that give rise to them:

	As of June 30, 2009			As of December 31, 2008
	US$(000)			US$(000)

Deferred asset
Tax – loss carry forward		180,440			194,958
Difference in depreciation and amortization rates		13,077			10,946
Provision for closure of mining units, net		12,808			14,818
Stock appreciation rights provision		7,299			4,993
Impairment of mining concessions and property, plant and equipment and development costs		5,788			4,513
Effect on translation into U.S. dollars		4,171			1,119
Environmental liability for Santa Barbara mining unit		1,773			1,773
Embedded derivative from sale of concentrates		541			2,955
Other		7,192			5,792
		233,089			241,867
Deferred liability
Difference in development costs amortization rates		(11,277	)		(5,878	)
Other		(292	)		(358	)
		(11,569	)		(6,236	)

Deferred liability affecting shareholders’ equity
Hedge derivative financial instruments		(12,322	)		(26,464	)

Deferred asset, net		209,198			209,167

During 2008, Company’s management performed a valuation allowance assessment related to its deferred asset maintained as of December 31, 2008, which main temporary difference is related to the tax-loss carry forward, arising mainly from the release of commitments in commercial contracts maintained by Buenaventura and concluded that it was reasonable to recognize a deferred income tax asset to this date.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

According to the Peruvian Income Tax Law, the Company has chosen a system for offsetting this loss without any restriction of timing, with an annual cap equivalent to 50 percent of net future taxable income until exhausting entirely this amount. As part of the process of assessing the recoverability of its deferred income tax asset, Buenaventura’s Management estimate its future taxable income, using forecast mineral quotations and operating costs for the next years and concluded that it was no necessary to recognize a valuation allowance related to its deferred income tax asset insofar as there it is more likely than not that the tax-loss carry forward can be used to offset future net income. Buenaventura’s Management, considers that the assumptions used in the projection of future taxable income are consistent with current market information as of December 31, 2008.

As of June 30, 2009, Buenaventura’s Management updated this valuation allowance assessment through the comparison between results of the first semester with the projection of future taxable income for this period and the revision of the assumptions used with current market information at that time. Based on this evaluation, Buenaventura’s Management had concluded that is not necessary to recognize a valuation allowance related to its deferred income tax asset insofar as there it is more likely than not that the tax-loss carry forward can be used to offset future net income.

(b)

The current and deferred portions of the income (expense) tax and workers’ sharing benefit included in the consolidated statements of income for the three and six-month periods ended June 30, 2009 and 2008 are made up as follows:

	For the three-month periods ended June 30,						For the six-month periods ended June 30,
	2009			2008			2009			2008
	US$(000)			US$(000)			US$(000)			US$(000)

Workers’ profit sharing
Current – legal		(3,407	)		(2,765	)		(5,431	)		(5,499	)
Current - without effect of unusual item		-			2,309			-			(2,708	)
Deferred		(140	)		(6,866	)		(3,192	)		26,255
		(3,547	)		(7,322	)		(8,623	)		18,048

Income tax
Current		(16,649	)		(13,397	)		(28,187	)		(26,919	)
Deferred		(395	)		(23,689	)		(10,919	)		90,580
		(17,044	)		(37,086	)		(39,106	)		63,661

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

9.	Provision for impairment of long-term assets

Mining concessions and property, plant and equipment and development costs -

As of December 31, 2008, Company’s Management identified significant changes in the estimated future income for the Poracota, Antapite and Recuperada cash generating units, resulting in their book value exceeding their estimated recoverable amount. The key assumptions used for calculating the recoverable amount were disclosed in the consolidated financial statements for the year ended December 31, 2008.

According to Buenaventura accounting policies, the Company’s Management assessed whether there is an indication that an asset may be impaired as of June 30, 2009. Due to the current conditions in the mining industry, mainly the upward trend in the international gold quotation, and the increasing Company’s market capitalization, Buenaventura ’s Management considers that there are no internal or external indicators of impairment as of June 30, 2009, different from those identified as of December 31, 2008. The assumptions used by Management for calculating the recoverable amount are consistent with the assumptions disclosed in the consolidated financial statements for the year ended December 31, 2008. As a result of the updated to assessment, the Company’s Management consider that there is no necessary to recognize any additional provision for impairment of long-term assets as of June 30, 2009.

Investment in associates -

As of December 31, 2008, Company’s Management assessed whether if there is any objective evidence of an impairment in the value of investment in associates. In the case of Yanacocha, the Company’s Management concluded that there was no objective evidence of impairment to this date, as a result of the internal and external indicators (upward trend in the international gold quotation, constant level of reserves and the increase of the annual net income reported). In the case of Cerro Verde, a publicly traded company which its stocks are traded on the Lima Stock Exchange, the Company’s Management compares the fair value of the investment according to the market capitalization with the book value of the investment and determined that there is no impairment to this date.

As of June 30, 2009, the assessment has been updated using the internal and external indicators of the mining industry; and the market capitalization of Cerro Verde. Based on the evaluation, the Company’s Management concluded that there is not objective evidence of an impairment in the value of investment in associates as of June 30, 2009.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

10.

Net sales

(a)

The table below presents the net sales as of June 30, 2009 and 2008:

	For the three-month periods ended June 30,									For the six-month periods ended June 30,
	2009			2008			Variation			2009			2008			Variation
	US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Net sales by product
Gold		103,662			76,156			27,506			187,199			154,011			33,188
Silver		55,182			72,459			(17,277	)		103,625			147,916			(44,291	)
Lead		11,110			18,512			(7,402	)		19,944			41,815			(21,871	)
Zinc		24,733			50,627			(25,894	)		41,898			96,790			(54,892	)
Copper		9,525			15,539			(6,014	)		15,268			28,060			(12,792	)
		204,212			233,293			(29,081	)		367,934			468,592			(100,658	)

Penalties		(22,260	)		(31,882	)		9,622			(41,889	)		(66,687	)		24,798
Final liquidations		1,011			2,913			(1,902	)		3,224			6,497			(3,273	)
		182,963			204,324			(21,361	)		329,269			408,402			(79,133	)
Embedded derivative		5,894			(7,287	)		13,181			8,896			(1,228	)		10,124
Hedging operations, note 13		6,617			396			6,221			16,554			349			16,205
		195,474			197,433			(1,959	)		354,719			407,523			(52,804	)
Net sales by services, electric power and other		2,633			6,838			(4,205	)		6,493			8,748			(2,255	)

		198,107			204,271			(6,164	)		361,212			416,271			(55,059	)

The principal variations are explained below:

(i)

Decreased in zinc sales for US$54,892,000 explained by the decreased in the international quotation of zinc (decreased of 40 per cent), and the lower volume sold due to the lower average of head grade during 2009 in the Colquijirca mining unit. See note 14.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(ii)

Decreased in silver sales for US$44,291,000 as a consequence of minor silver average price and the lower volume sold, basically explain for the increase in the inventories and the lower volume of ounces produced as a result of the lower average of head grade treated in the Uchucchacua mining unit during 2009. See note 14.

(iii)

Decreased in lead sales for US$21,871,000 explained by the decreased of the lead price average (decreased of 47 per cent), and the lower volume sold. See note 14.

(iv)

Increased in gold sales for US$33,188,000 as a result of the higher volume of gold ounces sold, explain for the higher production in the Orcopampa mining unit, and the higher gold price. See note 14.

(v)

Decreased in penalties from concentrates sales amounting to US$24,798,000. Due to the direct relation between the penalties and the quotations of metals, the decreased is explain for the lower average prices of silver, lead and zinc.

(vi)

Increase of income related to metal-price hedging transactions amounting to US$16,205,000, as a result of the increase of volume of transaction settled by El Brocal during the first semester of 2009 (9,900 MT during the first semester of 2009 en compared with 1,500 MT during the first semester of 2008).

(b)	Release of commitments in commercial contracts outstanding as of December 31, 2007 -

In January and February of 2008, Buenaventura revised the sales contracts with its customers, to release the commitments related to quantity, date and quotation on sales contracts to sell 922,000 ounces of gold at fixed prices with deliveries between the years 2010-2012, as consequence, they will be sold at market prices in accordance with Buenaventura’s gold availability.

For these transactions, Buenaventura has made a payment of US$517,143,000 (US$82,592,000 in January 2008 and US$434,551,000 in February 2008, respectively) and recorded a decrease in the liability corresponding to the executory gold delivery contracts liability amounting to US$102,008,000 with credit to income of the period. The resulting net loss of US$415,135,000 is presented in the “Net loss from release of commitments in sales contracts” caption in the consolidated statements of income for the six-month period ended June 30, 2008.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(c)	Embedded derivative from changes of the quotes in provisional commercial settlement -

As of June 30, 2009, the provisional commercial settlement held as of this date, quotation period of final liquidations and fair value of embedded derivatives for the concentrate sales are the following (loss of US$9,953,000 as of December 31, 2008):

Embedded derivative for concentrate sales held by Buenaventura:

Quotations

Metal

Volume

Expiry

Provisional

Future

Fair

value

US$

US$(000)

Silver

5,201,476 OZ

July 09 - November 09

12.47 - 15.58

12.52 - 14.65

2,546

Gold

9,429 OZ

July 09 - September 09

888.82 - 960.92

891.43 - 946.74

Lead

4,768 MT

July 09 - November 09

1,082.63 - 1,677.64

1,674.46 - 1,717.50

1,496

Zinc

2,496 MT

July 09

1,112.08 - 1,563.50

1,378.85 - 1,557.27

4,092

Embedded derivative for concentrate sales held by El Brocal:

Quotations

Metal

Volume

Expiry

Provisional

Future

Fair

value

US$

US$(000)

Zinc

47,341 MT

July 09 - August 09

1,112 - 1,567

1,573 - 1,561

987

Lead

19,287 MT

July 09

963 - 1,679

1,705

764

Copper

13,664 MT

July 09 - October 09

3,750 - 5,014

4,980 - 4,971

824

2,575

Total

6,667

The futures quotes for the dates on which it is expected to settle the open positions as of June 30, 2009 are taken from publications of the London Metals Exchange.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

11.	General and administrative expenses

The caption of general and administrative expenses shows an increase from US$9,695,000 during the second quarter of 2008 to US$19,055,000 in the second quarter of 2009. This higher expense is explained for the provision for allowance for doubtful account of US$8,080,000 recorded in the second quarter of 2009. Also, this caption decreased from US$37,241,000 during the six-month period ended June 30, 2008 to US$35,762,000 in the same period of 2009 mainly due to the decreased of the provision for long-term officers’ compensation from US$14,044,000 in the first semester of 2008 to US$8,481,000 in the first semester of 2009, as a result of lower Buenaventura’ stock prices in the first semester of 2009 in comparison with the same period of the 2008.

12.	Related party transactions

(a)

As a result of the transactions indicated in the paragraph (b), the Company has the following accounts receivable from associates:

	As of June 30, 2009		As of December 31, 2008
	US$(000)		US$(000)

Minera Yanacocha S.R.L.		17,765		12,118
Other		81		993

		17,846		13,111

(b)

The Company (through its subsidiaries) had the following transactions with Minera Yanacocha S.R.L.:

S.M.R.L. Chaupiloma Dos de Cajamarca (“Chaupiloma”) -

This company is the owner of the mining claims operated by Yanacocha, in consideration for which it receives royalties of three percent of the sales made by Yanacocha. During the three and six-month period ended June 30, 2009, these royalties amounted to US$14,560,000 and US$28,426,000, respectively (US$12,084,000 and US$26,342,000 during the three and six-month period ended June 30, 2008, respectively) and are presented in the “Royalty income” caption in the consolidated statement of income.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

Compañía Minera Condesa S.A. (Condesa) -

Yanacocha paid cash dividends to Condesa of US$100,395,000 during the six-month period ended June 30, 2009 (US$43,650,000 during the six-month period ended June 30, 2008).

Buenaventura Ingenieros S.A. (“Bisa”) -

Starting from July 2007, Bisa participates in the bidding for the execution of specific work orders for Minera Yanacocha S.R.L.

The income related to these services during the three and six-month period ended June 30, 2009 amounted to a US$27,500 and US$34,000, respectively (US$638,000 and US$767,000 during the three and six-month period ended June 30, 2008). These amounts are presented in the “Net sales” caption in the consolidated statement of income.

Consorcio Energético de Huancavelica S.A. (“Conenhua”) -

In November 2001, Conenhua entered into a contract with Yanacocha for providing electrical energy transmission and works operation services for a term of ten years, for which an annual compensation of US$3.7 million was set. The income related to this service during the three and six-month period ended June 30, 2009 and 2008 amounted to US$1,197,000 and US$2,394,000, respectively, and are presented in the “Net sales” caption in the consolidated statement of income.

Terms and Transaction with related parties

Transactions with related parties are made at normal market prices. Outstanding balances at year-end are unsecured interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables. As of June 30, 2009, the Company has not recorded any impairment of receivables relating to amounts owed by related parties, according to the assessment undertook by Management of the financial position of the related party and the market in which the related party operates.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

13.	Hedge derivative financial instruments

Derivative contracts -

Metals-price hedging transactions held by El Brocal -

During 2008, El Brocal subscribed price-hedging transaction contracts to cover the future flows derived from its sales. The critical terms of the hedging transactions has been negotiated with brokers so as to agree with the terms negotiated in the commercial contracts to which they are related. The hedging of the cash flow from sales to be made until June, 2011 has been assessed by El Brocal Management as highly effective. The effectiveness of hedging transactions has been measured by means of the cumulative flow change offset method, since El Brocal Management believes that this method best reflects the risk management objective with regard to hedging.

As a result of the changes in the fair value of the hedge derivative financial instruments maintained by El Brocal as of June 30, 2009, the Company has recorded in the “Unrealized gain on valuation of hedge derivative financial instruments, net” shareholders’ equity account its equity share in the unrealized loss for approximately US$10,062,000 during the six-month period then ended (unrealized gain for US$3,367,000 in the same period of 2008).

As of June 30, 2009 and 2008, El Brocal recognized in the “Net sales” income statement caption, an amount of US$16,554,000 and US$349,000, respectively, for the gains with regard to hedging transactions settled in those semesters.

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

Hedging operations current in El Brocal as at June 30, 2009 are:

Metal

Monthly average

volume

Total volume

Average fixed

price

Periods

Fair value (*)

US$

US$(000)

Zinc

675 MT

3,375 MT

2,679

August 2009 – December 2009

3,799

Zinc

675 MT

4,050 MT

2,621

January 2010 – June 2010

4,134

Zinc

425 MT

2,550 MT

2,481

July 2010 – December 2010

2,108

Lead

625 MT

3,125 MT

2, 618

August 2009 – December 2009

3,004

Lead

625 MT

3,750 MT

2,562

January 2010 – June 2010

3,349

Lead

625 MT

3,750 MT

2,568

July 2010 – December 2010

3,153

Lead

300 MT

1,800 MT

2,145

January 2011 – June 2011

798

Copper

875 MT

4,375 MT

8,245

August 2009 – December 2009

14,268

Total

26,775 MT

34,613

Less - current portion

(28,555

)

Non-current portion

6,058

(*)

Mark to market

14.	Statistical data

Statistical data of the Company related to the volume of inventories sold and average sale prices by product for the three and six-month periods ended June 30, 2009 and 2008 are as follows.

(a)

Volumes sold (metallic content):

	For the three-month periods ended June 30,		For the six-month periods ended June 30,
	2009	2008	2009	2008

Gold	109,408 OZ	88,806 OZ	200,333 OZ	172,936 OZ
Silver	4,199,281 OZ	4,073,056 OZ	7,868,387 OZ	8,476,053 OZ
Lead	8,040 MT	8,063 MT	14,977 MT	16,210 MT
Zinc	16,488 MT	23,751 MT	31,141 MT	43,199 MT
Copper	1,972 MT	1,844 MT	3,551 MT	3,430 MT

Translation of a report and interim unaudited consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

Average sale prices:

	For the three-month periods ended June 30,		For the six-month periods ended June 30,
	2009 US$	2008 US$	2009 US$	2008 US$

Gold	926.68 /OZ	894.77 /OZ	920.56 /OZ	909.94 /OZ
Silver	13.93 /OZ	17.05 /OZ	13.47 /OZ	17.40 /OZ
Lead	1,531.40 /MT	2,317.09 /MT	1,375.05 /MT	2,616.16 /MT
Zinc	1,493.42 /MT	2,129.65 /MT	1,339.21 /MT	2,240.94 /MT
Copper	4,827.53 /MT	8,335.29 /MT	4,289.55 /MT	8,207.93 /MT

15.	Explanation added for English language translation

The accompanying consolidated financial statements are presented based on accounting basis generally accepted in Peru. Certain accounting practices applied by the Company that conform with generally accepted accounting principles in Peru may differ in certain respects to generally accepted accounting principles in other countries.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Compañía de Minas Buenaventura S.A.A.

/s/ CARLOS E. GALVEZ PINILLOS

Carlos E. Gálvez Pinillos

Chief Financial Officer

Date: August 24, 2009