6-K 1 v166524_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 November 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 September 30, 2009 and 2008 and for the three-month and nine-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 September 30, 2009, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month and nine-month periods ended September 30, 2009 and 2008 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 September 30, 2009 and 2008, and for the nine-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$646.3 million as of September 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$217.9 million for the nine-month period then ended (US$169.0 million for the nine-month period ended September 30, 2008) and to US$88.7 million for the three-month period then ended (US$44.0 million for the three-month period ended September 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 of limited review of the other independent auditors 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,

October 28, 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 September 30, 2009 (unaudited) and December 31, 2008 (audited)

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

Assets
Current assets
Cash, banks and time deposits		4	(a)		652,108		554,752

Trade accounts receivable, net					83,420		65,666

Embedded derivatives for concentrates sales		10	(c)		13,131		-

Other accounts receivable, net					21,363		23,040

Accounts receivable from associates		12	(a)		21,077		13,111

Current portion of hedge derivative financial instruments		13			9,879		52,873

Inventory, net					44,353		43,472

Current portion of prepaid taxes and expenses					10,605		35,573

Total current assets					855,936		788,487

Other long-term accounts receivable					1,483		1,370

Prepaid taxes and expenses					8,241		5,622

Hedge derivative financial instruments		13			809		21,464

Investment in associates		5	(a)		1,087,633		882,947

Mining concessions and property, plant and equipment, net					251,051		247,298

Development costs, net					132,731		110,014

Deferred income tax and workers´ profit sharing asset, net		8	(a)		217,474		209,167

Other assets					3,005		1,929

Total assets					2,558,363		2,268,298

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

Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable				46,481			35,944
Income tax payable				15,763			4,561
Current portion of other current liabilities				72,797			64,817
Embedded derivatives for concentrates sales				-			9,953
Current portion of long-term debt		6		88,828			98,190
Total current liabilities				223,869			213,465
Other long-term liabilities				116,576			96,736
Long-term debt		6		164,864			229,105
Total liabilities				505,309			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				895,648			517,583
Cumulative translation loss				(34,075	)		(34,075	)
Unrealized gain (loss) on hedge derivative financial Instruments, net				(138	)		16,162
Unrealized gain on other investments				646			118
				1,893,894			1,531,601
Minority interest				159,160			197,391

Total shareholders’ equity, net				2,053,054			1,728,992
Total liabilities and shareholders’ equity, net				2,558,363			2,268,298

The accompanying notes are an integral part of the 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 Statement of Income (unaudited)

For the three and nine-month periods ended September 30, 2009 and 2008

	Note			For the three-month periods ended September 30,						For the nine-month periods ended September 30,
				2009			2008			2009			2008
				US$(000)			US$(000)			US$(000)			US$(000)
Operating income
Net sales		10	(a)		214,647			195,330			575,859			611,601
Royalty income		12	(b)		16,215			12,235			44,641			38,577
Total income					230,862			207,565			620,500			650,178
Operating costs
Cost of sales, without considering depreciation and amortization					75,724			73,390			198,450			180,944
Exploration in units in operation					19,371			16,880			48,156			40,663
Depreciation and amortization					18,227			14,622			53,706			40,828
Total operating costs					113,322			104,892			300,312			262,435
Gross income					117,540			102,673			320,188			387,743
Operating expenses
General and administrative		11			34,161			3,374			69,923			40,615
Exploration in non-operating areas					7,052			14,005			24,268			41,155
Royalties					11,068			10,454			25,833			26,570
Sales					2,414			3,428			6,899			12,572
Total operating expenses					54,695			31,261			126,923			120,912
Operating income before unusual item					62,845			71,412			193,265			266,831
Net loss from release of commitments in commercial contracts		10	(b)		-			-			-			(415,135	)
Operating income (loss) after unusual item					62,845			71,412			193,265			(148,304	)
Other income (expenses), net
Share in associates, net		5	(b)		125,511			75,264			303,751			319,548
Interest income					2,532			4,521			5,117			12,885
Interest expense					(3,773	)		(10,047	)		(13,005	)		(26,267	)
Gain (loss) on currency exchange difference					1,456			(3,330	)		2,650			(6,238	)
Other, net					1,062			3,574			2,597			4,050
Total other income, net					126,788			69,982			301,110			303,978
Income before workers´ profit sharing, income tax and minority interest					189,633			141,394			494,375			155,674
Provision for workers´ profit sharing, net		8	(b)		(4,387	)		(5,690	)		(13,010	)		12,358
Provision for income tax, net		8	(b)		(20,535	)		(22,427	)		(59,641	)		41,234
Net income					164,711			113,277			421,724			209,266
Net income attributable to minority interest					(16,234	)		(12,692	)		(38,570	)		(49,923	)
Net income attributable to Buenaventura					148,477			100,585			383,154			159,343
Basic and diluted earnings per share stated in U.S. dollars					0.59			0.40			1.51			0.63

The accompanying notes are an integral part of this consolidated statement.

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 nine-month periods ended September 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 (loss) on hedge derivative financial instruments, net			Unrealized gain on other investments			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	)		(29,584	)		(57,573	)
Capitalization of retained earnings, note 7(c)		-		576,610		1,546		48,265		-		-		(626,421	)		-			-			-			-			-			-
Shares issued as a result of stock split, note 7(d)		126,879,832		-		-		-		-		-		-			-			-			-			-			-			-
Variation on the unrealized gain on hedge derivative financial instruments held by El Brocal, note 13		-		-		-		-		-		-		-			-			7,377			-			7,377			14,464			21,841
Unrealized loss on other investments		-		-		-		-		-		-		-			-			-			(33	)		(33	)		-			(33	)
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(7,998	)		(7,998	)
Net income		-		-		-		-		-		-		159,343			-			-			-			159,343			49,923			209,266

Balance as of September 30, 2008		253,759,664		750,540		2,019		225,978		37,679		269		561,870			(34,075	)		8,895			125			1,553,300			192,419			1,745,719

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	)		(23,546	)		(28,635	)
Variation on the unrealized loss on hedge derivative financial instruments held by El Brocal, note 13		-		-		-		-		-		-		-			-			(16,300	)		-			(16,300	)		(24,690	)		(40,990	)
Unrealized gain on other investments		-		-		-		-		-		-		-			-			-			528			528			-			528
Decrease of minority interest in El Brocal, note 1(e)		-		-		-		-		-		-		-			-			-			-			-			(28,565	)		(28,565	)
Net income		-		-		-		-		-		-		383,154			-			-			-			383,154			38,570			421,724

Balance as of September 30, 2009		253,759,664		750,540		2,019		225,978		53,007		269		895,648			(34,075	)		(138	)		646			1,893,894			159,160			2,053,054

The accompanying notes are an integral part of this consolidated statement.

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 Statement of Cash Flows (unaudited)

For the three and nine-month periods ended September 30, 2009 and 2008

	For the three-month periods ended September 30,						For the nine-month periods ended September 30,
	2009			2008			2009			2008
	US$(000)			US$(000)			US$(000)			US$(000)
Operating activities
Proceeds from sales		205,905			157,966			547,285			577,744
Dividends received		4,642			173,072			105,037			287,017
Royalties received		13,707			12,308			36,487			37,925
Tax recovered		18,572			-			30,477			-
Release of commitments in commercial contracts		-			-			-			(517,143	)
Interest received		2,523			4,080			5,635			12,535
Payments to suppliers and third parties		(70,289	)		(63,660	)		(203,054	)		(214,426	)
Payments to employees		(22,747	)		(20,271	)		(77,528	)		(86,591	)
Payments for exploration activities		(24,263	)		(31,176	)		(66,249	)		(75,551	)
Payments of royalties		(9,393	)		(10,540	)		(26,880	)		(30,257	)
Income tax paid		(10,943	)		(5,916	)		(23,670	)		(36,720	)
Payments of interest		(2,379	)		(6,952	)		(9,076	)		(18,940	)
Net cash and cash equivalents provided by (used in) operating activities		105,335			208,911			318,464			(64,407	)
Investment activities
Decrease (increase )in time deposits		(17,552	)		10,717			2,364			37,481
Increase in escrow account		-			(64,095	)		-			(64,095	)
Disbursements for development activities		(28,247	)		(13,523	)		(43,931	)		(26,373	)
Payments for purchase of investment shares		-			(14,813	)		(37,812	)		(14,592	)
Additions to mining concessions and property, plant and equipment		(8,693	)		(23,993	)		(37,252	)		(49,826	)
Other investment activities		1,981			129			550			473
Net cash and cash equivalents used in investment activities		(52,511	)		(105,578	)		(116,081	)		(116,932	)
Financing activities
Proceeds from long-term debt		-			-			-			450,000
Proceeds from bank loans		-			-			-			510,000
Payments of bank loans		-			-			-			(510,000	)
Payments of long-term debt		(24,510	)		(117,879	)		(73,603	)		(118,945	)
Dividends paid to minority shareholders of subsidiary		(3,654	)		(3,207	)		(23,546	)		(29,584	)
Dividends paid		-			-			(5,513	)		(30,320	)
Net cash and cash equivalents provided by (used in) financing activities		(28,164	)		(121,086	)		(102,662	)		271,151
Net increase (decrease) in cash and cash equivalents for the period		24,660			(17,753	)		99,721			89,812
Cash and cash equivalents at beginning of period		607,088			410,429			532,027			302,864
Cash and cash equivalents at the period-end		631,748			392,676			631,748			392,676

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

Consolidated Statement of Cash Flows (unaudited) (continued)

	For the three-month periods ended September 30,						For the nine-month periods ended September 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		148,477			100,585			383,154			159,343
Add (less)
Depreciation and amortization		18,227			26,386			53,706			53,686
Net income attributable to minority interest		16,234			12,692			38,570			49,923
Provision for long-term officers´ compensation (note 11)		20,805			(6,466	)		29,286			7,578

Deferred income tax and employee profit sharing benefit		242			16,078			14,353			(100,757	)

Allowance for doubtful trade accounts receivable (note 11)		3,545			-			12,611			5,372

Accretion expense of the provision for closure of mining units		1,636			3,594			4,488			5,632
Provision for interests		549			1,299			1,359			2,467
Net cost of plant and equipment retired		300			78			523			296
Loss (gain) on share in associates, net of dividends received in cash		(120,869	)		97,808			(198,714	)		(32,531	)
Variation on fair value of embedded derivatives of concentrate sales		3,991			9,134			(4,331	)		6,409
Loss (gain) on currency exchange difference, net		(1,456	)		3,330			(2,650	)		6,238
Provision (reversal) for slow moving and obsolescence supplies		172			238			(443	)		325
Gain on sale of property, plant and equipment		(83	)		(380	)		(361	)		(754	)
Income from release of commitments in commercial contracts		-			-			-			(102,008	)
Other		158			469			158			1,878
Net changes in assets and liabilities accounts
Decrease (increase) in operating assets -
Trade accounts receivable		(11,605	)		(46,498	)		(17,754	)		(34,894	)
Other accounts receivable		(8,136	)		(1,226	)		(28,718	)		(4,251	)
Accounts receivable from associate		(2,508	)		73			(8,154	)		(652	)
Inventory		14			2,671			(881	)		(11,332	)
Prepaid taxes and expenses		13,106			(2,681	)		22,349			(22,618	)
Increase (decrease) in operating liabilities -
Trade accounts payable		5,787			7,891			10,537			14,743
Income tax payable		11,236			176			11,202			(10,432	)
Other liabilities		5,513			(16,340	)		(1,826	)		(58,068	)
Net cash and cash equivalents provided by (used in) operating activities		105,335			208,911			318,464			(64,407	)

The accompanying notes are an integral parts of this consolidated statement.

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 September 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 interim consolidated financial statements as of September 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 October, 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
	September 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 September 30, 2009 and December 31, 2008, Buenaventura’s participation in the common shares with voting rights of El Brocal’s capital stock 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 per cent as of September 30, 2009 (29.59 per cent as of December 31, 2008).

(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, 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 September 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)

Concentrator plant		32,961		4,395
Mine development		15,616		14,988
Feasibility study		1,399		1,321
Environmental impact study		1,321		-
Electric system expansion		1,169		-
Construction of Huachuacaja tailings area		1,168		635
Other minor activities		998		272

		54,632		21,611

2.	Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the three and nine-month periods ended September 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 -

The Company did not make significant reclassifications to its interim consolidated financial statements for the three and nine-month periods ended September 30, 2009 and 2008.

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

Cash		704		468		761
Bank accounts		30,772		45,888		45,049
Time deposits (b)		600,272		485,671		346,866

Cash balances included in the consolidated statement of cash flows		631,748		532,027		392,676
Time deposits with original maturity greater than 90 days (c)		20,360		22,725		41,267
Escrow account (b)		-		-		64,095

		652,108		554,752		498,038

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 September 30, 2009:

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

U.S. Dollars	From 1 to 70 days	From 0.10 to 0.96		587,100
Nuevos Soles	From 20 to 78 days	From 1.00 to 1.51		13,172

				600,272

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, held as of September 30, 2008. 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 in the caption “Time deposits” to this date.

(c)

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

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

U.S. Dollars	From 91 to 95 days	From 0.55 to 1.10		15,820
Nuevos Soles	From 91 to 291 days	From 2.20 to 6.60		4,540

				20,360

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

Investments in associates -
Minera Yanacocha S.R.L. (c) -
Equity share		43.65		43.65		646,285		528,330
Payment in excess of the share in fair value of assets and liabilities, net						16,359		17,748

						662,644		546,078

Sociedad Minera Cerro Verde S.A.A. (c) -
Equity share		19.26		19.05		340,193		252,242
Payment in excess of the share in fair value of assets and liabilities, net						83,940		81,089

						424,133		333,331

Available-for-sale investment -
Other						856		3,538

						1,087,633		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 September 30,				For the nine-month periods ended September 30,
	2009		2008		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Minera Yanacocha S.R.L.		88,163		43,730		216,458		168,127
Sociedad Minera Cerro Verde S.A.A.		37,348		31,534		87,293		151,421

		125,511		75,264		303,751		319,548

(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 nine-month periods ended September 30, 2009 and 2008.

Increase in investments in associates balance -

Investment in associates´ balance increased by US$204,686,000 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 nine-month period ended September 30, 2009 shows a decreased of US$15,797,000 compared to same period of 2008, mainly due to the effect of:

An increase of US$48,331,000 in the share in Minera Yanacocha S.R.L. (hereinafter “Yanacocha”), as a consequence of the increase in the net income reported during the nine-month period ended September 30, 2009 compared with the net income during the same period of 2008 of US$112,171,000. The higher income of Yanacocha is explained by the increase of the gold price average (US$932 per ounce of gold during the nine-month period ended in September 30, 2009 compared with US$897 per ounce of gold in the same period of 2008) and the higher volume of gold sold during the nine-month period ended September 30, 2009 compared to same period of 2008 (1,557,878 gold ounces during the 2009 compared to 1,410,195 in the 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)

A decreased of US$64,128,000 in the share in Sociedad Minera Cerro Verde S.A.A. as a consequence of the decreased of US$354,941,000 in the net income reported during the nine-month period ended in September 30, 2009 compared with the net income in same period of 2008. The lower income of Cerro Verde is explained by the decreased of the copper price average (price average of US$2.11 during the nine-month period ended in September 30, 2009 compared with a price average of US$3.62 in same period of 2008) and the lower volume of copper sold (498,983,000 copper pounds during the nine-month period ended in September 30, 2009 compared to 521,802,000 copper pounds in same period of 2008, due to the lower average of head grade and recoverability factor of the ore mineral treated).

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

Balance Sheet
Total assets		2,172,553		1,895,681		2,114,679		1,983,572
Total liabilities		690,065		682,893		348,207		659,397
Shareholders’ equity		1,482,488		1,212,788		1,766,472		1,324,175

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

Results
Total income		1,451,288		1,265,044		1,198,070		1,809,781
Operating income		730,335		550,527		730,899		1,263,423
Net income		498,548		386,377		463,907		818,848

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 September 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% (2.63% as of September 30, 2009)		Quarterly maturities of US$14,667,000 from August 2008 to May 2013. Prepays can be made in each quarterly maturity			220,000			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% (1.15% as of September 30, 2009)		Quarterly maturities of US$9,375,000 from September 2008 to June 2010			28,125			56,250

Consorcio Energético de Huancavelica S.A.
BBVA Banco Continental		9,000	4 years		None		Three-month LIBOR plus 1.25% (1.56% as of September 30, 2009)		Quarterly maturities of US$500,000 from March 2009 to June 2012			5,500			7,000

Other subsidiaries		-		-		-		-		-		67			45
												253,692			327,295

Non-current portion												(164,864	)		(229,105	)

Current portion												88,828			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 September 30, 2009 the Debt Ratio was 0.49.

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 nine-month periods ended September 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 September 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		19,187
S.M.R.L. Chaupiloma Dos de Cajamarca		9,831		10,397
Inversiones Colquijirca S.A.		2,191		-

		23,546		29,584

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)

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, without modifying the number of shares outstanding. For this, the Meeting approved the following capitalizations:

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

Deferred asset
Tax – loss carry forward		172,968			194,958
Difference in depreciation and amortization rates		15,308			10,946
Stock appreciation rights provision		14,691			4,993
Provision for closure of mining units, net		13,192			14,818
Effect on translation into U.S. dollars		6,960			1,119
Impairment of mining concessions and property, plant and equipment and development costs		5,788			5,788
Environmental liability for Santa Barbara mining unit		1,773			1,773
Fair value of embedded derivative from sale of concentrates		-			2,955
Other		7,469			4,517
		238,149			241,867
Deferred liability
Difference in development costs amortization rates		(11,924	)		(5,878	)
Fair value of embedded derivative from sale of concentrates		(4,674	)		-
Other		(272	)		(358	)
		(16,870	)		(6,236	)

Deferred liability affecting shareholders’ equity
Hedge derivative financial instruments		(3,805	)		(26,464	)

Deferred asset, net		217,474			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. As of September 30, 2009, Buenaventura’s Management updated this valuation allowance assessment through the comparison between results of the nine-month period then ended with the projection of future taxable income for this period and the revision of the assumptions used with current market information at that time.

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 per cent 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 and September 30, 2009.

(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 nine-month periods ended September 30, 2009 and 2008 are made up as follows:

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

Workers’ profit sharing
Current - without effect of unusual item		-			(254	)		-			(2,962	)
Current - legal		(4,354	)		(1,823	)		(9,785	)		(7,322	)
Deferred		(33	)		(3,613	)		(3,225	)		22,642
		(4,387	)		(5,690	)		(13,010	)		12,358
Income tax
Current		(20,326	)		(9,962	)		(48,513	)		(36,881	)
Deferred		(209	)		(12,465	)		(11,128	)		78,115
		(20,535	)		(22,427	)		(59,641	)		41,234

9.	Provision for impairment of long-term assets and investment in associates

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.

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 accounting policies, the Company’s Management assessed whether there is an indication that an asset may be impaired as of September 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 September 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 September 30, 2009.

Investment in associates -

As of December 31, 2008 and September 30, 2009, 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 the date of the consolidated balance sheet 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 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)

10.

Net sales

(a)

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

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

Net sales by product
Gold		101,279			107,745			(6,466	)		288,478			261,756			26,722
Silver		60,826			61,259			(433	)		164,451			209,175			(44,724	)
Lead		15,506			20,180			(4,674	)		35,450			61,995			(26,545	)
Zinc		30,543			32,183			(1,640	)		72,441			128,973			(56,532	)
Copper		11,858			17,489			(5,631	)		27,126			45,549			(18,423	)
		220,012			238,856			(18,844	)		587,946			707,448			(119,502	)

Penalties		(24,811	)		(37,077	)		12,266			(66,700	)		(103,764	)		37,064
Final liquidations of previous year		-			-			-			3,224			6,497			(3,273	)
		195,201			201,779			(6,578	)		524,470			610,181			(85,711	)
Embedded derivative		8,301			(15,196	)		23,497			17,197			(16,424	)		33,621
Hedging operations, note 13		8,003			3,661			4,342			24,557			4,010			20,547
		211,505			190,244			21,261			566,224			597,767			(31,543	)
Net sales by services, electric power and other		3,142			5,086			(1,944	)		9,635			13,834			(4,199	)

		214,647			195,330			19,317			575,859			611,601			(35,742	)

The principal variations during the nine-month period ended September 30, 2009 compared with the same period during 2008, are explained below:

(i)

Increased in gold sales for US$26,722,000 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.

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$44,724,000 as a consequence of minor silver average price and the lower volume sold, basically explain for 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$26,545,000 explained by the decreased of the lead price average (decreased of 24 per cent), and the lower volume sold , basically explain for the lower volume produced as a result of the lower average of head grade treated in the Uchucchacua mining unit during 2009. See note 14.

(iv)

Decreased in zinc sales for US$56,532,000 explained by the decreased in the international quotation of zinc (decreased of 27 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.

(v)

Decreased in penalties from concentrates sales amounting to US$37,064,000. 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$20,547,000, as a result of the increase of volume of transaction settled by El Brocal during the nine-month period ended September 30, 2009 (11,950 MT during the nine-month period ended September 30, 2009 compared with 2,500 TMF during the nine-month period ended September 30, 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 nine-month period ended September 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 September 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:

Embedded derivative for concentrate sales held by Buenaventura:

Quotations

Fair

Metal

Volume

Expiry

Provisional

Future

value

US$

US$(000)

Silver

3,039,098 Oz

October 09

13.10 – 16.47

14.35 – 17.68

6,152

Gold

9,049 Oz

October 09

948.18 – 997.24

996.59 – 1,047.80

468

Lead

3,533 MT

October 09 – November 09

1,432.14 – 2,210.04

1,900.10 – 2,234.75

1,156

Zinc

1,457 MT

October 09 – December 09

1,818.40 – 1,884.81

1,884.02 – 2,032.35

128

7,904

Embedded derivative for concentrate sales held by El Brocal:

Quotations

Fair

Metal

Volume

Expiry

Provisional

Future

value

US$

US$(000)

Zinc

45,954 MT

October 09 – December 09

1,484 – 1,887

1,988 – 1,972

2,398

Lead

17,382 MT

November – December 09

1,383 – 2,205

2,294 – 2,285

1,043

Copper

12,858 MT

October 09 – February 10

4,407 – 6,491

6,165 – 6,167

1,786

5,227

Total

13,131

The futures quotes for the dates on which it is expected to settle the open positions as of September 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$3,374,000 during the third quarter of 2008 to US$34,161,000 in the third quarter of 2009. This higher expense is explained mainly by the higher provisions for long-term officers’ compensation of US$20,805,000 and for the allowance for doubtful account of US$3,545,000 recorded in the third quarter of 2009, and during the third quarter of 2008 a reversal of the provisions for long-term officers’ compensation was made for US$6,466,000. In addition, this caption increased from US$40,615,000 during the nine-month period ended September 30, 2008 to US$69,923,000 in the same period of 2009 mainly due to the increase of the provision for long-term officers’ compensation from US$7,578,000 during the nine-month period ended September 30, 2008 to US$29,286,000 in the same period of 2009, as a result of lower Buenaventura’ stock prices in the nine-month period ended September 30, 2009.

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

Minera Yanacocha S.R.L.		20,272		12,118
Other		805		993

		21,077		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 nine-month period ended September 30, 2009, these royalties amounted to US$16,215,000 and US$44,641,000, respectively (US$12,235,000 and US$38,577,000 during the three and nine-month period ended September 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 nine-month period ended September 30, 2009 (US$130,950,000 during the nine-month period ended September 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 nine-month period ended September 30, 2009 amounted to a US$66,000 and US$100,000, respectively (US$199,000 and US$966,000 during the same periods of 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 nine-month period ended September 30, 2009 amounted to US$1,197,000 and US$3,591,000, respectively (US$1,197,000 and US$3,591,000 during the three and nine-month period ended September 30, 2008), 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 September 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.

On September 18, 2009, El Brocal subscribed a contract to buy “put options” and sell “call options” under the “cashless collars” form, for the years 2010 and 2011. The purchase of the “put options” guarantees a minimal copper quotation and the sale of the “call options” establishes a maximum copper quotation. The obligations assumed under this operation are the followings:

	Monthly volume		Total volume			Quotation per MT
Metal	MT		MT		Periods	Minimal		Maximum
						US$		US$

Copper		50		150	January 2010 - March 2010		5,500		7,075
Copper		125		1,125	April 2010 – December 2010		5,500		7,075
Copper		150		1,800	January 2011 - December 2011		5,500		7,075
Total				3,075

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 September 30, 2009 are:

Metal	Monthly average volume	Monthly average volume	Average fixed price		Periods	Fair value (*)
			US$			US$(000)

Zinc	675 MT	1,350 MT		2,679	November 2009 - December 2009		974
Zinc	675 MT	4,050 MT		2,621	January 2010 - June 2010		2,572
Zinc	425 MT	2,550 MT		2,481	July 2010 - December 2010		1,168
Lead	625 MT	1,250 MT		2,523	November 2009 - December 2009		473
Lead	625 MT	3,750 MT		2,301	January 2010 - June 2010		1,147
Lead	625 MT	3,750 MT		2,568	July 2010 - December 2010		969
Lead	300 MT	1,800 MT		2,145	January 2011 - June 2011		(242	)
Copper	875 MT	1,750 MT		8,245	November 2009 - December 2009		3,648
Total		20,250 MT					10,709

Fair value of the cashless collars options							(21	)

Total fair value on the hedge of derivate financial instruments							10,688

Less - current portion							(809	)

Non-current portion							9,879

(*)

Mark to market

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)

The table below presents the variations on the shareholders’ equity account “Unrealized gain (loss) on hedge derivative financial instruments, net”:

	Hedge derivative financial instruments			Income tax and workers´ profit sharing			Unrealized gain on valuation of hedge derivative financial instruments, net
							El Brocal			Buenaventura’s share
	US$(000)			US$(000)			US$(000)			US$(000)

Balance as of December 31, 2008		74,337			(26,464	)		47,873			16,162
Gain on hedge operations liquidations during the period, note 10		(24,557	)		8,742			(15,815	)		(6,861	)
Unrealized gain on hedge derivative financial instruments		(39,092	)		13,917			(25,175	)		(10,921	)
Other		-			-			-			1,482

Total variation on the unrealized gain on hedge derivative financial instruments		(63,649	)		22,659			(40,990	)		(16,300	)

Balance as of September 30, 2009		10,688			(3,805	)		6,883			(138	)

As of September 30, 2009 and 2008, El Brocal recognized in the “Net sales” income statement caption, an amount of US$24,557,000 and US$4,010,000, respectively, for the gains with regard to hedging transactions settled in those periods.

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)

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 nine-month periods ended September 30, 2009 and 2008 are as follows.

(a)

Volumes sold (metallic content):

	For the three-month periods Ended September 30,		For the nine-month periods ended September 30,
	2009	2008	2009	2008

Gold	106,375 Oz	108,907 Oz	304,247 Oz	281,462 Oz
Silver	3,756,801 Oz	3,979,327 Oz	11,567,549 Oz	12,443,303 Oz
Lead	7,367 MT	11,434 MT	21,819 MT	27,690 MT
Zinc	17,496 MT	18,573 MT	48,381 MT	61,733 MT
Copper	2,020 MT	2,333 MT	5,499 MT	5,722 MT

(b)

Average sale prices:

	For the three-month periods ended September 30,		For the nine-month periods ended September 30,
	2009	2008	2009	2008
	US$	US$	US$	US$

Gold	968.82 /Oz	897.87 /Oz	937.34 /Oz	905.86 /Oz
Silver	15.03 /Oz	14.73 /Oz	14.26 /Oz	16.49 /Oz
Lead	1,979.69 /MT	1,827.07 /MT	1,644.99 /MT	2,170.45 /MT
Zinc	1,750.74 /MT	1,749.67 /MT	1,509.13 /MT	2,060.93 /MT
Copper	5,871.24 /MT	7,571.06 /MT	5,024.33 /MT	7,990.12 /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: November 16, 2009