6-K 1 v203921_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 2010

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 o

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 o 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 consolidated financial statements originally issued in Spanish - see Note 14

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

Interim unaudited consolidated financial statements as of September 30, 2010

and 2009 and for the three-month and nine-month periods then ended

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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, 2010, and the related consolidated statements of income and the cash flows for the three-month and nine-month periods ended September 30, 2010 and 2009, and the consolidated changes in shareholders´ equity for the nine-month periods then ended, and other 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, 2010 and 2009, and for the nine-month periods then ended were reviewed by other independent auditors, whose reports on review have been furnished to us. The Company’s investment in Minera Yanacocha S.R.L. amounted to US$943.2 million as of  September 30, 2010 (US$746.1 million as of December 31, 2009) in the Company’s consolidated financial statements; in addition, the share in this entity’s net income amounted to US$196.5 million for the nine-month period then ended (US$217.9 million for the nine-month period ended September 30, 2009) and to US$62.6 million for the three-month period then ended (US$88.7 million for the three-month period ended September 30, 2009). A review of interim financial information is limited primarily to making inquiries, primarily of the 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 an assurance that we would become aware of all material matters that might be identified in an audit.  Accordingly, we do not express an audit opinion.

Translation of consolidated financial statements originally issued in Spanish - see Note 14

Report on review of interim consolidated financial statements (continued)

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

Lima, Peru,

October 27, 2010

Countersigned by:

Marco Antonio Zaldivar

C.P.C.C. Register No.12477

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

Consolidated Balance Sheet

As of September 30, 2010 (unaudited) and December 31, 2009 (audited)

	Note		2010				2009
			US$(000)				US$(000)
Assets
Current assets
Cash, and cash equivalents	4			524,132				714,454
Trade accounts receivable, net				98,070				122,950
Other accounts receivable, net				19,982				14,346
Accounts receivable from affiliates	11(a)			18,086				21,866
Embedded derivatives for concentrates sales				9,072				4,838
Inventory, net				76,784				43,776
Current portion of prepaid taxes and expenses				28,396				14,368
Total current assets				774,522				936,598
Other accounts receivable from affiliates	11(a)			6,864				-
Other accounts receivable				1,508				1,457
Long-term inventory				13,482				1,211
Current portion of prepaid taxes and expenses				11,178				10,787
Investment in shares	5(a)			1,376,286				1,126,167
Mining concessions and property, plant and equipment, net				484,196				351,784
Development costs, net				80,487				91,633
Deferred income tax and workers´ profit sharing asset	8(a)			256,949				261,877
Other assets				4,815				5,045
Total assets				3,010,287				2,786,559
Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable				81,197				58,233
Income tax payable				13,091				20,528
Current portion of other current liabilities				82,426				87,125
Embedded derivatives for concentrates sales				-				292
Derivative financial instruments liability	12			4,831				1,468
Financial obligations	6(a)			1,521				79,452
Total current liabilities				183,066				247,098
Other long – term liabilities				121,307				102,053
Other accounts payable to affiliates	11(a)			1,370				-
Financial obligations	6(a)			40,974				150,555
Derivative financial instruments liability	12			1,590				5,375
Deferred income tax and workers’ profit sharing liability	8(a)			21,185				18,158
Total liabilities				369,492				523,239
Shareholders’ equity, net	7
Capital stock, net of treasury shares for US$62,622,000 in 2010 and 2009				750,540				750,540
Investment shares, net of treasury shares for US$142,000 in 2010 and 2009				2,019				2,019
Additional paid-in capital				225,978				225,978
Legal reserve				112,390				112,363
Other reserves				269				269
Retained earnings				1,374,895				1,011,077
Cumulative translation loss				(34,075	)			(34,075	)
Cumulative unrealized, gain (loss)				(2,214	)			(3,916	)
				2,429,802				2,064,255
Minority interest				210,993				199,065
Total shareholders’ equity, net				2,640,795				2,263,320
Total liabilities and shareholders’ equity, net				3,010,287				2,786,559

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

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

Consolidated Statement of Income (unaudited)

For the three and nine-month periods ended September 30, 2010 and 2009

	Note		For the three-month periods ended September 30,								For the nine-month periods ended September 30,
			2010				2009				2010				2009
			US$(000)				US$(000)				US$(000)				US$(000)
Operating income
Net sales	9			265,912				214,647				665,549				575,859
Royalty income	11(b)			13,985				16,215				41,469				44,641
Total income				279,897				230,862				707,018				620,500
Operating costs
Cost of sales, without considering depreciation and amortization				84,564				75,724				233,248				198,450
Exploration in units in operation				25,801				19,371				66,249				48,156
Depreciation and amortization				20,373				18,227				53,884				53,706
Total operating costs				130,738				113,322				353,381				300,312
Gross income				149,159				117,540				353,637				320,188
Operating expenses
General and administrative	10			27,885				34,161				66,838				69,923
Royalties				14,434				11,068				35,208				25,833
Exploration in non-operating areas				7,770				7,052				25,924				24,268
Sales				2,545				2,414				6,822				6,899
Total operating expenses				52,634				54,695				134,792				126,923
Operating income				96,525				62,845				218,845				193,265
Other income (expenses), net
Share in associated companies, net	5(b)			118,100				125,511				316,202				303,751
Interest income				1,886				2,532				6,356				5,117
Interest expense				(2,022	)			(3,773	)			(6,217	)			(13,005	)
Gain (loss) from currency exchange difference, net				334				1,456				(360	)			2,650
Other, net				(498	)			1,062				2,969				2,597
Total other income, net				117,800				126,788				318,950				301,110
Income before workers´ profit sharing, income tax and minority interest				214,325				189,633				537,795				494,375
Provision for workers´ profit sharing	8(b)			(5,133	)			(4,387	)			(12,131	)			(13,010	)
Provision for income tax	8(b)			(22,899	)			(20,535	)			(56,373	)			(59,641	)
Net income				186,293				164,711				469,291				421,724
Net income attributable to minority interest				(12,208	)			(16,234	)			(29,141	)			(38,570	)
Net income attributable to Buenaventura				174,085				148,477				440,150				383,154
Basic and diluted earnings per share attributable to Buenaventura stated in U.S. dollars				0.68				0.59				1.73				1.51
Weighted average number of shares outstanding (common and investment), in units				254,442,328				254,442,328				254,442,328				254,442,328

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

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

Consolidated Statement of Changes in Shareholders’ Equity (unaudited)

For the nine-month periods ended September 30, 2010 and 2009

		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			Cumulative unrealized, gain (loss)			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)
Balance as of January 1, 2009			253,759,664			750,540			2,019			225,978			53,007			269			517,583			(34,075	)		16,280			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	)
Net change in unrealized loss on hedging derivative financial instruments held by El Brocal			-			-			-			-			-			-			-			-			(16,300	)		(16,300	)		(24,690	)		(40,990	)
Net change in unrealized gain on other investments			-			-			-			-			-			-			-			-			528			528			-			528
Decrease of minority interest in El Brocal			-			-			-			-			-			-			-			-			-			-			(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	)		508			1,893,894			159,160			2,053,054
Balance as of January 1, 2010			253,759,664			750,540			2,019			225,978			112,363			269			1,011,077			(34,075	)		(3,916	)		2,064,255			199,065			2,263,320
Dividends declared and paid, notes 7(a) and 7(b)			-			-			-			-			-			-			(76,332	)		-			-			(76,332	)		(35,665	)		(111,997	)
Net change in unrealized loss on hedging derivative financial instruments held by El Brocal			-			-			-			-			-			-			-			-			1,454			1,454			(1,182	)		272
Net change in unrealized gain on other investments			-			-			-			-			-			-			-			-			248			248			-			248
Expired dividends			-			-			-			-			27			-			-			-			-			27			-			27
Capitalization of debt to minority shareholder of La Zanja			-			-			-			-			-			-			-			-			-			-			19,634			19,634
Net income			-			-			-			-			-			-			440,150			-			-			440,150			29,141			469,291
Balance as of September 30, 2010			253,759,664			750,540			2,019			225,978			112,390			269			1,374,895			(34,075	)		(2,214	)		2,429,802			210,993			2,640,795

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

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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, 2010 and 2009

		For the three-month periods  ended September 30,								For the nine-month periods  ended September 30,
		2010				2009				2010				2009
		US$(000)				US$(000)				US$(000)				US$(000)
Operating activities
Proceeds from sales			215,850				205,905				687,696				547,285
Dividends received			77,033				4,642				77,033				105,037
Royalties received			13,272				13,707				45,234				36,487
Tax recovered			1,816				18,572				4,433				30,477
Interest received			1,629				2,523				3,694				5,635
Payments to suppliers and third parties			(138,522	)			(92,571	)			(376,754	)			(268,753	)
Payments to employees			(20,235	)			(22,747	)			(76,117	)			(77,528	)
Payments of royalties			(14,265	)			(9,393	)			(43,548	)			(26,880	)
Payments of income tax			(8,589	)			(10,943	)			(37,007	)			(23,670	)
Payments of interest			(443	)			(2,379	)			(3,284	)			(9,076	)
Net cash and cash equivalents provided by operating activities			127,546				107,316				281,380				319,014
Investment activities
Proceeds from sale of plant and equipment			32				-				686				-
Additions to mining concessions and property, plant and equipment			(60,293	)			(8,693	)			(170,105	)			(37,252	)
Decrease (increase) in time deposits			42,657				(17,552	)			(11,047	)			2,364
Payments for purchase of investment shares			(3,438	)			-				(10,703	)			(37,812	)
Disbursements for development activities			5,043				(28,247	)			(5,348	)			(43,931	)
Net cash and cash equivalents used in investment activities			(15,999	)			(54,492	)			(196,517	)			(116,631	)
Financing activities
Increase from long-term debt			15,044				-				38,099				-
Payments of long-term debt			(507	)			(24,510	)			(225,611	)			(73,603	)
Dividends paid			-				-				(82,690	)			(5,513	)
Dividends paid to minority shareholders			(3,438	)			(3,654	)			(16,030	)			(23,546	)
Net cash and cash equivalents provided by (used in) financing activities			11,099				(28,164	)			(286,232	)			(102,662	)
Net increase (decrease) in cash and cash equivalents for the period			122,646				24,660				(201,369	)			99,721
Cash and cash equivalents at beginning of period, note 4			390,439				607,088				714,454				532,027
Cash and cash equivalents at the period-end, note 4			513,085				631,748				513,085				631,748

Translation of consolidated financial statements originally issued in Spanish - see Note 14

Consolidated Statement of Cash Flows (unaudited) (continued)

		For the three-month periods ended September 30,								For the nine-month periods ended September 30,
		2010				2009				2010				2009
		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			174,085				148,477				440,150				383,154
Add (less)
Depreciation and amortization			20,373				18,227				53,884				53,706
Provision for long-term officers´ compensation			15,893				20,805				32,991				29,286
Net income attributable to minority interest			12,208				16,234				29,141				38,570
Deferred income tax and workers‘ profit sharing benefit			1,777				242				7,888				14,353
Variation on fair value of embedded derivatives of concentrate sales			(454	)			3,991				4,526				(4,331	)
Net cost of plant and equipment retired and sold			2,038				300				2,432				523
Accretion expense of the mining units closure provision			1,580				1,636				858				4,488
Loss (gain) from currency exchange difference, net			(334	)			(1,456	)			360				(2,650	)
Allowance for doubtful trade accounts receivable			-				3,545				-				12,611
Share in affiliates, net of dividends received in cash			(41,067	)			(120,869	)			(239,169	)			(198,714	)
Provision (reversal) for slow moving and obsolescence supplies			152				172				(318	)			(443	)
Other			236				624				198				1,156
Net changes in operating assets and liabilities accounts
Decrease (increase) in operating assets -
Trade accounts receivable, net			(40,556	)			(11,605	)			24,880				(17,754	)
Other accounts receivable from affiliates			(5,726	)			(527	)			(3,084	)			(7,604	)
Embedded derivatives for concentrates sales			(4,234	)			-				(4,234	)			-
Inventory			(26,180	)			14				(45,279	)			(881	)
Prepaid taxes and expenses			974				13,106				(14,419	)			22,349
Other accounts receivable			(11,808	)			(8,136	)			(9,983	)			(28,718	)
Increase (decrease) in operating liabilities-
Trade accounts payable			1,743				5,787				22,964				10,537
Income tax payable			5,876				11,236				(7,437	)			11,202
Other liabilities			20,970				5,513				(14,969	)			(1,826	)
Net cash and cash equivalents provided by operating activities			127,546				107,316				281,380				319,014

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

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

Notes to the interim consolidated financial statements (unaudited)

As of September 30, 2010 and 2009

  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 Carlos Villaran Avenue 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 - Paula mining units.  The Company also holds interests in a number of other mining companies.  The Company also owns an electric power distribution company, an electric power generation company and a mining engineering services company.  See note 1(d).

(c) Approval of consolidated financial statements –

The consolidated financial statements as of September 30, 2010 were approved by Management on October 15, 2010 and will be presented for the approval of the Board of Directors and the Shareholders 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 and Shareholders’ Meetings that will be held in October 28, 2010. The consolidated financial statements as of December 31, 2009 were approved by the Shareholders’ Meeting held on March 26, 2010.

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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, 2010								December 31, 2009
		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.  (*) (e)			4.25				39.23				4.25				39.17
Inversiones Colquijirca S.A.  (**)			81.42				-				81.30				-
S.M.R.L. Chaupiloma Dos de Cajamarca			20.00				40.00				20.00				40.00
Minera La Zanja S.R.L. (g)			53.06				-				53.06				-
Electric power activity
Consorcio Energético de Huancavelica S.A. (f)			100.00				-				100.00				-
Empresa de Generación Huanza S.A.			100.00				-				100.00				-
Services rendered
Buenaventura Ingenieros S.A.			100.00				-				100.00				-
Contacto Corredores de Seguros S.A.			-				100.00				-				100.00

(*) As of September 30, 2010 and December 31, 2009, Buenaventura´s participation in El Brocal common shares with voting rights was 46.08 and 46.02 percent, respectively.

(**) Inversiones Colquijirca S.A. has a 51.06 percent interest in Sociedad Minera El Brocal, through which Buenaventura held an indirect participation of 39.23 and 39.17 percent in El Brocal as of September 30, 2010 and December 31, 2009, respectively.

(e) Project for the expansion of El Brocal operations –

On August 15, 2008, the El Brocal Board of Directors 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.  This project will allow processing ore with a lower lead–zinc grade from the La Llave zone and copper from Marcapunta Norte previously classified, divided in three stages:

(i) First stage: Optimization of the current plant of 5,000 TMS/day to 7,000 TMS/day.

(ii) Second stage: New concentrate plant 2,490 TMS/day.

(iii) Third stage: Expansion of the new plant from 2,490 TMS/day to 11,000 TMS/day.

As of September 30, 2010, the first stage and start –up of the Optimization of the current plant had concluded.  El Brocal expects to begin operations in the second stage of the project, on the fourth quarter of 2010.

2

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

As of September 30, 2010 and December 31, 2009, El Brocal had executed the following works related to the project to expand operations the cost of which, based on the project economic feasibility study carried out by Management, have been capitalized:

		2010				2009
		US$(000)				US$(000)
Mine development costs:
Expansion of Tajo Norte – Marcapunta Norte			16,203				15,801
Mining concessions and property, plant and equipment, net:
Expansion of refining plant capacity to 18,000 MTD			82,634				47,605
Expansion of power grid			6,949				1,510
Optimization of crushing plant and conveyor belt			4,028				2,741
Construction of Huachuacaja tailings area			2,657				1,389
Feasibility study			2,412				2,082
Other minor activities			3,100				2,030
			101,780				57,357
Total			117,983				73,158
Transfer to property, plant and equipment			(12,338	)			-
			105,645				73,158

(f) Construction of hydroelectric power station –

In November 2009 the Consorcio Energetico de Huancavelica S.A. Board of Directors approved construction of the 90.6-MW capacity Huanza hydroelectric power station, located in the Santa Eulalia river valley.  This investment of US$147,000,000, have been executing since March 2010; its construction is expected to take thirty-three months. This project is being financed with a US$119,000,000 financial leasing agreement executed with Banco de Credito del Peru and with Consorcio Energetico de Huancavelica S.A.’s own resources. As of September 30, 2010, the investment in this project amounted to US$47,485,000.

(g) La Zanja´s start-up –

Minera La Zanja S.R.L. (hereafter “La Zanja”), is located in the province of Santa Cruz, district of Pulan in the Cajamarca region and has reserves of 796,000 ounces of gold.

La Zanja began operations in the third quarter of 2010.  As of September 30, 2010 the production amounted to 10,427 ounces of gold.

On June 24, 2010, the shareholders of La Zanja, approved the capitalization of contributions amounted US$95,779,000.

  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, 2010 and 2009 had been prepared in conformity with IAS 34 “Interim Financial Reporting”.

 

3

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

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, 2009.

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 had made a reclassification as of December 31, 2009 by US$1,211,000 in order to disclose it in “Long-term inventory” instead of “Inventory” In the consolidated balance sheet, because El Brocal will process this copper ore as part of its concentrator plant treatment program in several years.

  3. Seasonality of operations

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

  4. Cash and cash equivalents

(a) The table below presents the components of this caption:

		As of September  30, 2010				As of December 31, 2009
		US$(000)				US$(000)
Cash			639				555
Bank accounts			54,765				50,274
Time deposits (b)			457,681				663,625
Cash balances included in the consolidated statement of cash flows			513,085				714,454
Time deposits with original maturity greater than 90 days (c)			11,047				-
			524,132				714,454

4

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

(b) The table below presents the components of time deposits as of September 30, 2010:

Currency		Original maturities		Annual interest rate
				%		US$(000)
U.S. Dollars		From 7 to 90 days		From 0.19 to 3.72			449,000
Nuevos Soles		From 16 to 89 days		From 2.00 to 3.05			8,681
							457,681

The table below presents the components of time deposits as of December 31, 2009:

Currency		Original maturities		Annual interest rate
				%		US$(000)
U.S. Dollars		From 5 to 90 days		From 0.30 to 1.00			651,000
Nuevos Soles		From 25 to 75 days		From 1.05 to 1.35			12,625
							663,625

(c) As of September 30, 2010, corresponds to the following time deposits:

Currency		Original maturities		Annual interest rate
				%		US$(000)
Nuevos Soles		From 91 to 128 days		From 2.10 to 3.40			11,047

 

5

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

  5. Investments in shares

(a) The table below presents the components of this caption:

		Share in shareholders’ equity								Amount
		As of September 30, 2010				As of December 31, 2009				As of September 30, 2010				As of December 31, 2009
		%				%				US$(000)				US$(000)
Investments held under the equity method -
Minera Yanacocha S.R.L. (c)
Equity share			43.65				43.65				943,154				746,128
Payment in excess of the share in fair value of assets and liabilities, net											15,124				16,248
											958,278				762,376
Sociedad Minera Cerro Verde S.A.A. (c)
Equity share			19.26				19.26				332,316				278,489
Payment in excess of the share in fair value of assets and liabilities, net											83,448				84,694
											415,764				363,183
Canteras del Hallazgo S.A.C.			49.00				49.00				1,651				3
Available-for-sale investments -
Other											593				605
											1,376,286				1,126,167

6

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

(b) The table below presents the net share in affiliates:

		For the three-month periods ended September 30,								For the nine-month periods ended September 30,
		2010				2009				2010				2009
		US$(000)				US$(000)				US$(000)				US$(000)
Minera Yanacocha S.R.L.			62,370				88,163				195,639				216,458
Sociedad Minera Cerro Verde S.A.A.			58,145				37,348				129,615				87,293
Canteras del Hallazgo S.A.C.			(2,415	)			-				(9,052	)			-
			118,100				125,511				316,202				303,751

(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, 2010 and 2009.

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

		Yanacocha								Cerro Verde
		As of September  30, 2010				As of  December 31, 2009				As of September  30, 2010				As of  December 31, 2009
		US$(000)				US$(000)				US$(000)				US$(000)
Balance Sheet
Total assets			2,847,632				2,466,500				2,323,534				1,913,164
Total liabilities			685,469				755,398				597,961				467,070
Shareholders’ equity			2,162,163				1,711,102				1,725,573				1,446,094

		Yanacocha								Cerro Verde
		For the nine-month periods  ended September 30,								For the nine-month periods  ended September 30,
		2010				2009				2010				2009
		US$(000)				US$(000)				US$(000)				US$(000)
Results
Total income			1,321,257				1,451,288				1,585,667				1,198,070
Operating income			658,862				730,335				1,072,403				730,899
Net income			450,460				498,548				679,478				463,907

7

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

  6. Financials obligations

(a) The table below presents the detail of long-term debt as of September 30, 2010 and December 31, 2009:

		Original amount			Period		Guarantee		Annual interest rate		Maturities		2010				2009
		US$(000)											US$(000)				US$(000)
Empresa de Generación Huanza S.A.
Banco de Crédito del Perú - Leasing			119,000		10 years		Joint surety		Three-month LIBOR plus 4.00% (4.29% as of September 30, 2010)		Quarterly maturities during 7 years from capitalization			38,964				865
Compañía de Minas Buenaventura S.A.A.
Banco de Crédito del Perú - Working capital loan			75,000		4 years		Secured interest of US$13,748,000 on machinery and equipment		Three-month LIBOR plus 0.85% (1.102% as of March 31, 2010)		Quarterly maturities of US$9,375,000 from September 2008 to June 2010			-				18,750
Banco de Crédito del Perú – Syndicated Loan Agreement (b)			450,000		5 years		None		2.56% as of December 31, 2009		Quarterly maturities of US$14,667,000 from August 2008 to May 2013.  Prepaids may be made in each quarterly due date			-				205,333
Consorcio Energético de Huancavelica S.A.
BBVA Banco Continental - Working capital loan			9,000		4 years		None		Three-month LIBOR plus 1.25% (1.54% as of September 30, 2010)		Quarterly maturities of US$500,000 from March 2009 to June 2012			3,500				5,000
Other														31				59
														42,495				230,007
Non-current portion														(40,974	)			(150,555	)
Current portion														1,521				79,452

(b) On March 1, 2010 the Company, as allowed by the terms of the syndicated loan agreement, paid the whole of the financial obligation as of that date.

8

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

  7. Shareholders’ equity, net

(a) Dividends declared and paid –

The detail of dividends declared and paid for the nine-month periods ended September 30, 2010 and 2009 is as follows:

Meeting		Date		Dividends declared				Dividends per share
				US$				US$
2010 Dividends
Mandatory annual shareholders’ meeting		March 26, 2010			82,690,000				0.30
Less – Dividends granted to subsidiary					(6,358,000	)
					76,332,000
2009 Dividends
Mandatory annual shareholders’ meeting		March 27, 2009			5,513,000				0.02
Less – Dividends granted to subsidiary					(424,000	)
					5,089,000

(b) As of September 30, 2010 and 2009, the dividends due to minority shareholders broke down as follows:

		2010				2009
		US$(000)				US$(000)
Sociedad Minera El Brocal S.A.A.			19,337				11,524
S.M.R.L. Chaupiloma Dos de Cajamarca			12,640				9,831
Inversiones Colquijirca S.A.			3,688				2,191
			35,665				23,546

9

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

  8. Assets and liabilities for deferred income tax and workers´ profit sharing

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

		As of September 30, 2010				As of December 31,  2009
		US$(000)				US$(000)
Deferred asset
Tax–loss carryforward			171,685				191,672
Stock appreciation rights provision			21,295				14,612
Difference in depreciation and amortization rates			21,121				16,581
Provision for closure of mining units, net			16,121				17,538
Effect of translation into U.S. dollars			8,418				5,920
Impairment of property, plant, machinery and equipment, and development costs			5,776				5,776
Environmental liability for Santa Barbara mining unit			1,773				1,773
Other			10,889				9,136
			257,078				263,008
Less – allowance for uncertainty as to the deferred asset’s recoverability			(2,415	)			(3,566	)
			254,663				259,442
Deferred asset included in retained earnings
Derivative financial instruments			2,286				2,435
Deferred asset, net			256,949				261,877
Deferred liability included in results
Differences in amortization rates for development costs			(19,559	)			(15,905	)
Embedded derivative from sale of concentrates			(494	)			(1,722	)
Other			(1,132	)			(531	)
Deferred liability			(21,185	)			(18,158	)

10

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

(b) The current and deferred portions of the expense for income tax and workers’ sharing benefit included in the consolidated statements of income for the three and nine-month periods ended September 30, 2010 and 2009 are made up as follows:

		For the three-month periods ended September 30,								For the nine-month periods ended September 30,
		2010				2009				2010				2009
		US$(000)				US$(000)				US$(000)				US$(000)
Workers’ profit sharing
Current			(4,709	)			(4,354	)			(10,334	)			(9,785	)
Deferred			(424	)			(33	)			(1,797	)			(3,225	)
			(5,133	)			(4,387	)			(12,131	)			(13,010	)
Income tax
Current			(21,546	)			(20,326	)			(50,282	)			(48,513	)
Deferred			(1,353	)			(209	)			(6,091	)			(11,128	)
			(22,899	)			(20,535	)			(56,373	)			(59,641	)

  9. Net sales

The table below presents the net sales for the three and nine-month periods ended September 30, 2010 and 2009:

		For the three-month periods ended  September 30,								Increase				For the nine-month  periods ended  September 30,								Increase
		2010				2009				(decrease)				(decrease)				2009				(decrease)
		US$(000)				US$(000)				US$(000)				US$(000)				US$(000)				US$(000)
Net sales by product
Gold			139,908				101,279				38,629				377,846				288,478				89,368
Silver			79,656				60,826				18,830				177,823				164,451				13,372
Lead			17,166				15,506				1,660				39,310				35,450				3,860
Zinc			27,192				30,543				(3,351	)			73,593				72,441				1,152
Copper			12,805				11,858				947				47,703				27,126				20,577
			276,727				220,012				56,715				716,275				587,946				128,329
Penalties			(28,387	)			(24,811	)			(3,576	)			(74,097	)			(66,700	)			(7,397	)
Final liquidations for previous year			(1,936	)			-				(1,936	)			(4,922	)			3,224				(8,146	)
			246,404				195,201				51,203				637,256				524,470				112,786
Embedded derivative from sale of concentrates			14,865				8,301				6,564				9,363				17,197				(7,834	)
Hedging operations			543				8,003				(7,460	)			4,748				24,557				(19,809	)
			261,812				211,505				50,307				651,367				566,224				85,143
Net sales by services, electric power and other			4,100				3,142				958				14,182				9,635				4,547
			265,912				214,647				51,265				665,549				575,859				89,690

The principal variations during the nine-month period ended September 30, 2010 compared with the same period of 2009, are explained below:

11

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

 (i) Increase of US$89,368,000 in gold sales resulting from the effect of a higher gold price (27.23 percent increase) and the higher volume sold (4.09 percent increase).  The increased volume sold is due to more ounces produced in the Orcopampa mining unit.  See note 13.

(ii) Increase of US$13,372,000 in silver sales resulting from the effect of a higher silver price (28.54 percent increase), net of a lower volume sold (15.91 percent decrease).  The decrease in volume sold is due mostly to fewer ounces produced in the Uchucchacua mining unit during the nine-month period ended September 30, 2010 as a result of the lower quantity and average head grade treated. See note 13.

(iii) Increase of US$3,860,000 in lead sales as a result of the effect of a higher lead price (24.39 percent increase), net of a lower volume sold (11.92 percent decrease).  The decrease in volume sold is due mostly to fewer ounces produced in the Uchucchacua and Colquijirca mining units during the nine-month period ended September 30, 2010 as a result of the lower quantity and average head grade treated.  See note 13.

(iv) Increase of US$1,152,000 in zinc sales for as a result of the effect of a higher zinc price (35.24 percent increase), net of a lower volume sold (27.74 percent decrease).  The decrease in volume sold is due mostly to the lower quantity and average head grade treated during the nine-month period ended September 30, 2010 in the Colquijirca mining unit.  See note 13.

(v) Increase of US$20,577,000 in copper sales for as a result of the effect of a higher copper price (42.02 percent increase) and a higher volume sold (7.51 percent increase).The increase in volume sold is due mostly to the higher copper production in Colquijirca mining unit.  See note 13.

(vi) Decrease in sales of US$7,834,000, for the effect of embedded derivative as a result of changes in the average price in closing commercial liquidations carried out.

(vii) Decrease of US$19,809,000 in income due to metal-price hedging transactions resulting for the lesser difference between the prices fixed for hedging and the market prices.

12

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

10. Overhead expense

This “Overhead expense” caption decreased by 18.37 percent from an expense of US$34,161,000 for the third quarter ended September 30, 2009 to an expense of US$27,885,000 for the same period of 2010.  This variation is due mainly for the net effect of: i) a decrease of US$20,805,000 in the provision for long term officers´ compensation for the third quarter ended September 30, 2009 compared with US$15,893,000 in the same period in 2010 and ii) a decrease in the provision for doubtful trade accounts receivable of US$3,545,000 which had been recorded only in the third quarter of 2009.

11. Related-party transactions

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

		As of September,  30 2010				As of December 31, 2009
		US$(000)				US$(000)
Accounts receivable
Minera Yanacocha S.R.L.			18,029				21,794
Compañía Minera Coimolache S.A.			6,864				-
Other			57				72
			24,950				21,866
Less - noncurrent portion			(6,864	)			-
			18,086				21,866
Accounts payable
Compañia Minera Coimolache S.A.			1,370				-
			1,370				-

(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 periods ended September 30, 2010, these royalties amounted to US$13,985,000 and US$41,469,000, respectively (US$16,215,000 and US$44,641,000 during the three and nine-month periods ended September 30, 2009, respectively) and are presented in the “Royalty income” caption in the consolidated statement of income.

13

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

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, 2010 amounted to US$357,000 and US$1,220,000, respectively (US$66,000 and US$100,000 during the three and nine-month periods ended September 30, 2009).  These amounts are presented in the “Net sales” caption in the consolidated statement of income.

Consorcio Energetico 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 periods ended September 30, 2010 and 2009 amounted to US$1,197,000 and US$3,591,000 respectively, and is 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 settled in cash.  There have been no guarantees provided or received for any related-party receivables.  As of September 30, 2010, the Company has not recorded any impairment as to receivables involving amounts owed by related parties; it is no necessary, according to the assessment undertaken by Management of the financial position of the related parties and the markets in which the related parties operate.

14

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

12. Hedging derivative financial instruments

The cash-hedging operations held by El Brocal as of September 30, 2010 were:

Metal		Monthly average volume FMT				Total volume FMT				Fixed average price per FMT			Period		Fair value asset (liability)
										US$					US$(000)
Zero cost collar – option contracts
Copper			125				250				5,500 – 7,063		November 2010 - December 2010			(276	)
Copper			150				1,800				5,500 – 7,063		January 2011 - December 2011			(2,365	)
Copper			125				250				6,000 – 7,050		November 2010 - December 2010			(275	)
Copper			150				1,800				6,000 – 7,050		January 2011 - December 2011			(2,227	)
Copper			125				250				5,500 – 8,020		November 2010 - December 2010			(129	)
Copper			150				1,800				5,500 – 8,020		January 2011 - December 2011			(1,473	)
Fair value of zero cost options																(6,745	)
Asian swap contracts
Zinc			425				850				2,481		November 2010 - December 2010			237
Lead			625				1,250				2,568		November 2010 - December 2010			351
Lead			300				1,800				2,145		January 2011 – June 2011			(264	)
Fair value of asian swaps contracts																324
Total fair value of hedging instruments																(6,421	)
Less – noncurrent portion																(1,590	)
Current portion																(4,831	)

On October 5, 2010, El Brocal signed lead purchase contracts, to settle the hedging contracts of lead selling for 1,250 FMT in 2010 and 1,800 FMT in 2011, outstanding as of September 30, 2010. On the same date, El Brocal signed zero cost options copper contracts for 400 FMT for the year 2010, with a minimum price of US$7,500 and a maximum of US$8,765 per FMT, and 6,000 FMT for the year 2012 with a minimum price of US$7,500 and a maximum of US$8,425 per FMT. The critical terms of hedging contracts have been negotiated with mining brokers so that they match with the negotiated business contracts related with.

As of December 31, 2009, the fair value of derivative hedging instruments was US$6,843,000, which is presented in the “Hedging derivative financial instruments” caption of the consolidated balance sheet (US$1,468,000 and US$5,375,000 current and noncurrent portion, respectively).

15

Translation of consolidated financial statements originally issued in Spanish - see Note 14

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

13. Statistical data (unaudited)

The Company’s statistical data related to the volume of inventories sold and average sale prices by product for the three and nine-month periods ended September 30, 2010 and 2009 are as follows:

(a) Volumes sold (metallic content):

For the three-month periods  ended September 30,

For the nine-month periods  ended September 30,

2010

2009

2010

2009

Gold

113,431 OZ

106,375 OZ

316,670 OZ

304,247 OZ

Silver

4,227,559 OZ

3,756,801 OZ

9,727,045 OZ

11,567,549 OZ

Lead

8,335 TM

7,367 TM

19,218 TM

21,819 TM

Zinc

13,776 TM

17,496 TM

34,961 TM

48,381 TM

Copper

1,581 TM

2,020 TM

5,912 TM

5,499 TM

(b) Average sale prices:

For the three-month periods  ended September 30,

For the nine-month periods  ended September 30,

2010

2009

2010

2009

US$

US$

US$

US$

Gold

1,243.06 /OZ

968.82 /OZ

1,192.59 /OZ

937.34 /OZ

Silver

19.15 /OZ

15.03 /OZ

18.33 /OZ

14.26 /OZ

Lead

2,076.01 /TM

1,979.69 /TM

2,046.28 /TM

1,644.99 /TM

Zinc

2,017.09 /TM

1,750.74 /TM

2,040.91 /TM

1,509.13 /TM

Copper

7,435.68 /TM

5,871.24 /TM

7,135.32 /TM

5,024.33 /TM

14. Explanation added for English language translation

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

16

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 24, 2010