6-K 1 v314847_6k.htm FORM 6-K

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 May 2012

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-FS 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 S

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

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

Interim unaudited consolidated financial statements as of March 31, 2012 and 2011 and for the three-month periods then ended

Report on review of interim consolidated financial statements

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

We have reviewed the accompanying consolidated financial statements of Compañia de Minas Buenaventura S.A.A. (a Peruvian company) and Subsidiaries (together the "Company and Subsidiaries"), which comprises the consolidated statement of financial position as of March 31, 2012, and the related consolidated income statements, statement of comprehensive income, changes in shareholders’ equity and cash flows for the three month periods ended March 31, 2012 and 2011 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”. 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.

Based on our review, 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

April 27, 2012

Countersigned by:

Marco Antonio Zaldívar

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

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

Consolidated Statement of Financial Position 

As of March 31, 2012 (unaudited) and December 31, 2011 (audited)

		Note				2012				2011
						US$(000)				US$(000)
Asset
Current asset
Cash and cash equivalents			5(a)				514,092				470,847
Financial assets at fair value through profit or loss							55,451				62,299
Trade accounts receivable, net			14(b)				129,550				172,569
Other accounts receivable							46,142				48,521
Accounts receivable from associates			17(b)				35,606				47,425
Embedded derivatives for concentrates sales, net							728				-
Derivative financial instruments							-				1,283
Inventory, net			6(a)				165,105				149,108
Prepaid expenses							11,566				16,234
Total current asset							958,240				968,286
Other accounts receivable							6,839				5,570
Other accounts receivable from associates			17(b)				46,807				32,262
Long-term inventory			6(a)				49,561				48,845
Prepaid expenses							88				-
Investment in associates			7(a)				2,071,288				1,935,004
Mining concessions, development cost and property, plant and equipment, net			8				879,695				830,997
Deferred income tax asset, net			13(a)				112,251				125,538
Other assets							6,365				7,047
Total assets							4,131,134				3,953,549

		Note				2012				2011
						US$(000)				US$(000)
Liabilities and shareholders’ equity, net
Current liability
Trade accounts payable							133,391				142,375
Income tax payable							33,720				36,423
Dividends payable			12(a)				118,529				1,052
Other accounts payable			9				72,080				40,098
Provisions			10				52,523				91,287
Other accounts payable to associates			17(b)				1,102				883
Embedded derivatives for concentrates sales, net							-				7,306
Derivative financial instruments							1,679				-
Financial obligations			11				542				1,042
Total current liabilities							413,566				320,466
Other non-current provisions			10				84,911				86,528
Other accounts payable to associates			17(b)				936				1,004
Financial obligations			11				115,667				105,072
Total liability							615,080				513,070
Shareholders’ equity, net
Capital stock, net of treasury shares for US$62,622,000							750,540				750,540
Investment shares, net of treasury shares for US$142,000							2,019				2,019
Additional paid-in capital							225,978				225,978
Legal reserve							162,639				162,639
Other reserves							269				269
Retained earnings							2,140,461				2,034,768
Cumulative unrealized, gain (loss)							1,287				2,068
Shareholders´equity, net attributable to owners of the parent							3,283,193				3,178,281
Non-controlling interest							232,861				262,198
Total shareholders’ equity, net							3,516,054				3,440,479
Total liabilities and shareholders’ equity, net							4,131,134				3,953,549

The accompanying notes are an integral part of this statement.

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

Consolidated Income Statement (unaudited) 

For the quarters ended March 31, 2012 and 2011

		Note				2012				2011
						US$(000)				US$(000)
										(Note 3)
Operating income
Net sales			14(a)				358,981				363,480
Royalty income							18,057				12,267
Total income							377,038				375,747
Operating costs
Cost of sales, without considering depreciation and amortization			15				(133,341	)			(111,508	)
Exploration in units in operation							(28,669	)			(22,259	)
Depreciation and amortization							(23,404	)			(21,503	)
Royalties							(9,878	)			(14,323	)
Total operating costs							(195,292	)			(169,593	)
Gross income							181,746				206,154
Operating expenses
Administrative			16				(29,818	)			(16,982	)
Exploring in non-operating areas							(19,427	)			(10,604	)
Selling							(2,773	)			(2,205	)
Other operating income, net							1,779				2,009
Total operating expenses							(50,239	)			(27,782	)
Operating income							131,507				178,372
Other income (expenses), net
Share in the results of associates			7(b)				135,986				112,919
Interest income							2,749				3,335
Interest expense							(1,296	)			(2,145	)
Loss from currency exchange difference, net							(285	)			(798	)
Total other income, net							137,154				113,311
Income before income tax and non-controlling interest							268,661				291,683
Income tax			13(b)				(47,675	)			(45,539	)
Net income							220,986				246,144
Attributable to :
Non-controlling interest							13,514				21,374
Owners of the parent							207,472				224,770
							220,986				246,144
Basic and diluted earnings per share attributable to owners of the parent, stated in U.S. dollars							0.82				0.88
Weighted average number of shares outstanding (common and investment), in units							254,442,328				254,442,328

The accompanying notes are an integral part of this statement.

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

Consolidated Statement of Comprehensive Income (unaudited) 

For the quarters ended March 31, 2012 and 2011

		2012				2011
		US$(000)				US$(000)
						(Note 3)
Net income			220,986				246,144
Net change in unrealized gain (loss) on hedging derivative financial instruments			(2,962	)			4,483
Income tax for the effect on change in unrealized gain (loss) on hedging derivate financial instruments			1,025				(1,345	)
			(1,937	)			3,138
Net change in unrealized gain on other investments			287				50
Income tax for the effect on change in unrealized gain on other investments			(86	)			(15	)
			201				35
Other comprehensive income			(1,736	)			3,173
Total comprehensive income			219,250				249,317
Attributable to:
Owners of the parent			206,691				226,050
Non-controlling interest			12,559				23,267
			219,250				249,317

The accompanying notes are an integral part of this statement.

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

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) 

For the quarters ended March 31, 2012 and 2011

		Attributable to owners of the parent
		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 unrealized, gain (loss)				Total				Non- controlling interest				Total equity
						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, 2011 (note 3)			253,759,664				750,540				2,019				225,978				162,633				269				1,471,012				(5,906	)			2,606,545				238,792				2,845,337
Net income			-				-				-				-				-				-				224,770				-				224,770				21,374				246,144
Net change in unrealized loss on hedging derivative financial instruments held by El Brocal			-				-				-				-				-				-				-				1,245				1,245				1,893				3,138
Net change in unrealized gain on other investments			-				-				-				-				-				-				-				35				35				-				35
Total comprehensive income of the year			-				-				-				-				-				-				224,770				1,280				226,050				23,267				249,317
Dividends declared, notes 12(a) and 12(b)			-				-				-				-				-				-				(83,967	)			-				(83,967	)			(23,118	)			(107,085	)
Expired dividends			-				-				-				-				6				-				-				-				6				-				6
Balance as of March 31, 2011 (note 3)			253,759,664				750,540				2,019				225,978				162,639				269				1,611,815				(4,626	)			2,748,634				238,941				2,987,575
Balance as of January 1, 2012			253,759,664				750,540				2,019				225,978				162,639				269				2,034,768				2,068				3,178,281				262,198				3,440,479
Net income			-				-				-				-				-				-				207,472				-				207,472				13,514				220,986
Net change in unrealized loss on hedging derivative financial instruments held by El Brocal			-				-				-				-				-				-				-				(982	)			(982	)			(955	)			(1,937	)
Net change in unrealized gain on other investments			-				-				-				-				-				-				-				201				201				-				201
Total comprehensive income of the year
			-				-				-				-				-				-				207,472				(781	)			206,691				12,559				219,250
Dividends declared, notes 12(a) and 12(b)			-				-				-				-				-				-				(101,779	)			-				(101,779	)			(29,222	)			(131,001	)
Capital stock reduction of Minera La Zanja S.R.L., note 1(f)			-				-				-				-				-				-				-				-				-				(12,674	)			(12,674	)
Balance as of March 31, 2012			253,759,664				750,540				2,019				225,978				162,639				269				2,140,461				1,287				3,283,193				232,861				3,516,054

The accompanying notes are an integral part of this statement.

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

Consolidated Statement of Cash Flows (unaudited) 

For the quarters ended March 31, 2012 and 2011

		2012				2011
		US$(000)				US$(000)
						(Note 3)
Operating activities
Proceeds from sales			393,773				396,795
Royalty received			14,408				14,150
Value added tax (VAT) recovered			8,772				4,035
Dividends received			2,406				-
Interest received			2,045				2,480
Payments to suppliers and third parties			(155,218	)			(186,257	)
Payments to employees			(98,796	)			(58,454	)
Income tax paid			(21,476	)			(30,232	)
Payments of royalties			(9,683	)			(15,573	)
Payments of interest			(242	)			(576	)
Net cash and cash equivalents provided by operating activities			135,989				126,368
Investment activities
Proceeds from sale of mining concessions, development cost and property, plant and equipment			(76,471	)			(43,134	)
Decrease in time deposits			7,596				14,833
Contributions to associates			(4,742	)			(9,079	)
Net cash and cash equivalents used in investment activities			(73,617	)			(37,380	)
Financing activities
Increase in financial obligations			10,095				11,387
Dividends paid to non-controlling interest, note 12(c)			(29,222	)			(23,118	)
Net cash and cash equivalents used in financing activities			(19,127	)			(11,731	)
Decrease in cash and cash equivalents for the period, net			43,245				77,257
Cash and cash equivalents at beginning of period			470,847				582,861
Cash and cash equivalents at the period-end, note 5(a)			514,092				660,118

Consolidated Statements of Cash Flows (continued)

		2012				2011
		US$(000)				US$(000)
						(Note 3)
Reconciliation of net income to cash and cash equivalents provided by operating activities
Net income attributable to owners of the parent			207,472				224,770
Add (less)
Depreciation and amortization			23,404				21,503
Deferred income tax			14,313				17,531
Net income attributable to non-controlling interest			13,514				21,374
Accretion expense of the provision for closure of mining units			1,054				1,568
Provision (reversal) for obsolescent inventories			902				(1,783	)
Loss from currency exchange difference			285				798
Share in the results of associates, net of dividends received in cash, note 7			(133,580	)			(112,919	)
Provisions			(40,381	)			(55,932	)
Provision for estimated fair value of embedded derivatives of concentrate sales and adjustments on open liquidations			(19,349	)			(6,957	)
Net changes in assets and liabilities accounts
Decrease (increase) in operating assets -
Trade accounts receivable			43,019				39,995
Other accounts receivable			(16,985	)			(21,774	)
Other accounts receivable from associates			(2,726	)			8,156
Inventory			(16,713	)			(26,828	)
Prepaid expenses			15,323				(875	)
Increase (decrease) in operating liabilities -
Trade accounts payable			(8,984	)			(17,090	)
Income tax payable			(2,703	)			(1,227	)
Other accounts payable			58,124				36,058
Net cash and cash equivalents provided by operating activities			135,989				126,368
Transactions that did not affect cash flows:
Dividends declared and not paid (note 7)			(133,580	)			(112,919	)

The accompanying notes are an integral part of this statement.

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

Notes to the interim consolidated financial statements (unaudited)

As of March 31, 2012 and 2011

1. Identification and business activity

(a) Identification -

Compañia 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, Minera La Zanja S.R.L. (hereinafter “La Zanja”), which operates La Zanja mining unit and Compañia de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. (hereinafter “Cedimin”), which operates the Shila - Paula mining unit. 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 (in construction stage), a mining engineering services company and another company which will provide chemical processing to treat concentrates from Uchucchacua. See note 1(d).

(c) Approval of consolidated financial statements –

The consolidated financial statements as of March 31, 2012 were approved by Management on April 18, 2012 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 April 27, 2012.

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
		March 31, 2012								December 31, 2011
		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			82.91				17.09				82.91				17.09
Compañía Minera Condesa S.A.			100.00				-				100.00				-
Compañía Minera Colquirrumi S.A.			100.00				-				100.00				-
Sociedad Minera El Brocal S.A.A. (e)			2.54				48.18				2.54				48.18
Inversiones Colquijirca S.A.			99.99				-				99.99				-
S.M.R.L. Chaupiloma Dos de Cajamarca			20.00				40.00				20.00				40.00
Minera La Zanja S.R.L. (f)			53.06				-				53.06				-
Minera Julcani S.A. de C.V.			100.00				-				100.00				-
Compañía de Minas Buenaventura Chile Ltda.			100.00				-				100.00				-
Electric power activity
Consorcio Energético de Huancavelica S.A.			100.00				-				100.00				-
Empresa de Generación Huanza S.A. (g)			-				100.00				-				100.00
Service providers
Buenaventura Ingenieros S.A.			100.00				-				100.00				-
Contacto Corredores de Seguros S.A.			-				100.00				-				100.00
Industrial activities
Procesadora Industrial Río Seco S.A. (h)			100.00				-				100.00				-

(e) 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 DMT per day of ore. In October 2010 and January 2011; El Brocal concluded the first and second stages of the Project, respectively, which allowed expanding the treatment capacity of the mining unit in 9,490 DMT per day.

2

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

As of March 31, 2012 and December 31, 2011, the works related to the project to expand operations, which costs have been capitalized, considering the project economic feasibility study by El Brocal’s Management criteria, are the following:

		2012				2011
		US$(000)				US$(000)
Mine development costs
Expansion of Tajo Norte – Marcapunta Norte			16,433				16,429
Mining concessions and property, plant and equipment
Expansion of refining plant capacity to 18,000 DMT			109,120				103,337
Optimization of crushing plant and conveyor belt			20,609				17,018
New offices and camps			13,997				13,350
Construction of Huachacaja tailings areas			9,889				7,825
Expansion of power grid			8,056				7,941
Support area			3,322				3,067
Program management			2,476				2,476
Other minor activities			2,883				2,857
Total			186,785				174,300

(f) Capital stock reduction of Minera La Zanja S.R.L. (La Zanja) -

In Shareholders´s Meeting held on January 26, 2012 agreed to reduce the capital stock of La Zanja in US$27,000,000, through contributions return in cash. This agreement was registered in Public Registers on March 30, 2012. The amount of the return to non-controlling interest amounted to US$12,674,000.

(g) Construction of hydroelectric power station –

In November 2009, the Consorcio Energetico de Huancavelica S.A. Board of Directors approved the construction of the 90.6 MW capacity Huanza Hydroelectric Power Station, located in the Santa Eulalia river valley. This investment of US$145,000,000, is in progress 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.

3

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

As of March 31, 2012 and December 31, 2011, the work related to the construction of Huanza Hydroelectric Power station is the following:

		2012				2011
		US$(000)				US$(000)
Development cost
Concessions and others			2,142				2,142
Property, plant and equipment
Water conductor system			61,279				50,468
Preliminary work			39,650				41,812
Borrowing cost			7,119				6,364
Access road			6,394				6,305
Round house and yard keys			3,701				3,128
Transmition line in 60 KV			2,773				2,766
Conduction tube line – Conay river			2,645				2,189
Other minor activities			5,383				4,335
			128,944				117,367
Total			131,086				119,509

(h) Construction of washing plant, sulfuric acid and manganese sulfate –

The project is located in the community of Lomera in Huaral at 102 kilometers from Lima. The main objective of this project is to wash with sulfuric acid, the manganese content in the lead-silver concentrate of Uchucchacua mining unit to reduce the level of manganese and to obtain a higher value added in ore concentrate. This process will also improve and increase recovery of silver reserves. For the treatment of gaseous effluents of the process, a sulfuric acid recovery plant will be installed, that will be used for the acid wash of the concentrate.

The total estimated investment for the construction of the washing plant, the plant of sulfuric acid and manganese sulphate plant amounted to US$80,000,000 and it is expected to be completed in the third quarter of 2012. As of March 31, 2012, the investment in this project amounted to US$38,929,000 (US$27,606,000 as of December 31, 2011).

4

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

2. Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the three month periods ended

March 31, 2012 and 2011 had been prepared in conformity with IAS 34 “Interim Financial Reporting”.

The interim consolidated financial statements does 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, 2011.

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.

3. First time adoption of International Financial Reporting Standards (“IFRS”)

As part of the first adoption of the International Financial Reporting Standards (IFRS) in Peru, as of October 14, 2010, through Resolution N°102-2010-EF/94.01.1, the Superintendence of Securities Market (“SMV”, before CONASEV), required to all legal entities under its supervision to adopt IFRS since the year 2011.

For periods up to and including the year ended December 31, 2010, the Company prepared its financial statements in accordance with Generally Accepted Accounting Principles in Peru (Peru GAAP). These consolidated financial statements, for the year ended December 31, 2011, are the first the Company has prepared in accordance with IFRS, in which the Company has applied IFRS 1 “First Time Adoption of International Financial Reporting Standard” in the opening balance as of January 1, 2010, transition date to IFRS. The IFRS 1 application implies that all the standards are apply retrospectively at the transition date, including certain mandatory exceptions and voluntary exemptions defined in the standard. The remeasurements included by the Company as part of its adoption had been disclosed in note 3 of the consolidated financial statements as of December 31, 2011, 2010 and as of January 1, 2010 and are equal to the ones included in the interim unaudited consolidated financial statements.

5

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

3.1. Reconciliation of the consolidated income statement –

Reconciliation between the income statement under the Generally Accepted Accounting Principles in Peru and IFRS for the three-month periods ended March 31, 2011 is provided bellow:

		Balance as of 31.03.2011 under Peru GAAP				Remeasurements (*)				Balance as of 31.03.2011 under IFRS
		US$(000)				US$(000)				US$(000)
Operating income
Net sales			363,480				-				363,480
Royalty income			12,267				-				12,267
Total income			375,747				-				375,747
Operating costs
Cost of sales, without considering depreciation and amortization			(111,512	)			4				(111,508	)
Exploration in units in operation			(22,259	)			-				(22,259	)
Depreciation and amortization			(21,393	)			(110	)			(21,503	)
Royalties			(14,323	)			-				(14,323	)
Total operating costs			(169,487	)			(106	)			(169,593	)
Gross income			206,260				(106	)			206,154
Operating expenses
Administrative			(16,982	)			-				(16,982	)
Exploring in non-operating areas			(10,604	)			-				(10,604	)
Selling			(2,205	)			-				(2,205	)
Other, net			2,067				(58	)			2,009
Total operating expenses			(27,724	)			(58	)			(27,782	)
Operating income			178,536				(164	)			178,372
Other income (expenses), net
Share in the results of associates			105,705				7,214				112,919
Interest income			3,335				-				3,335
Interest expense			(2,145	)			-				(2,145	)
Loss from currency exchange difference			(798	)			-				(798	)
Total other income, net			106,097				7,214				113,311
Income before income tax			284,633				7,050				291,683
Income tax			(45,539	)			-				(45,539	)
Net income			239,094				7,050				246,144
Attributable to:
Non-controlling interest			20,762				612				21,374
Owners of the parent			218,332				6,438				224,770
			239,094				7,050				246,144
Basic and diluted earnings per share attributable to owners of the parent, stated in U.S. dollars			0.82								0.88
Weighted average number of shares outstanding (common and investment), in units			254,442,328								254,442,328

(*) Remeasurments are mainly explained as a consequence of the deemed cost of fixed assets and investment in associates. See note 3.5 of the consolidated financial statements as of December 31, 2011, 2010 and as of January 1, 2010.

6

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

3.2. Reconciliation of the consolidated statement of comprehensive income -

Reconciliation between the consolidated statement of comprehensive income under the Generally Accepted Accounting Principles in Peru and IFRS for the three-month periods ended March 31, 2011 is provided bellow:

		Balance as of 31.03.2011 under Peru GAAP				Remeasurements				Balance as of 31.03.2011 under IFRS
		US$(000)				US$(000)				US$(000)
Net income			239,094				7,050				246,144
Net change in unrealized gain on hedging derivative financial instruments			4,483				-				4,483
Income tax for the effect in unrealized gain on hedging derivative financial instruments			(1,345	)			-				(1,345	)
			3,138				-				3,138
Net change in unrealized gain on other investments			50				-				50
Income tax for the effect in unrealized gain on other investments			(15	)			-				(15	)
			35				-				35
Other comprehensive income			3,173				-				3,173
Total comprehensive income			242,267				7,050				249,317
Attributable to:
Owners of the parent			219,612				6,438				226,050
Non-controlling interest			22,655				612				23,267
Total comprehensive income			242,267				7,050				249,317

3.3. Reconciliation of the consolidated statement of cash flows –

The IFRS adoption has no significant effects upon the reported cash flows for operating, investment and financing activities.

4. Seasonality of operations

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

7

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

5. Cash and cash equivalents

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

		As of March 31, 2012				As of December 31, 2011
		US$(000)				US$(000)
Cash			815				908
Bank accounts			120,836				71,883
Time deposits (b)			392,441				398,056
			514,092				470,847

(b) The table below presents the components of time deposits as of March 31, 2012:

Currency		Original maturities		Annual interest rate
				%		US$(000)
U.S. Dollars		From 4 to 87 days		Between 0.14 and 1.75			369,000
Nuevos Soles		From 16 to 31 days		Between 3.98 and 4.02			23,441
							392,441

The table below presents the components of time deposits as of December 31, 2011:

Currency		Original maturities		Annual interest rate
				%		US$(000)
U.S. Dollars		From 5 to 63 days		Between 0.50 and 1.42			381,000
Nuevos Soles		From 42 to 90 days		Between 4.05 and 4.35			17,056
							398,056

8

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

6. Inventory, net

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

		As of March 31, 2012				As of December 31, 2011
		US$(000)				US$(000)
Products in process			137,369				140,775
Spare parts and supplies			44,015				41,205
Finished goods (b)			37,302				19,026
			218,686				201,006
Provision for impairment of value of inventory			(4,020	)			(3,053	)
			214,666				197,953
Less non-current portion (c)			(49,561	)			(48,845	)
			165,105				149,108

(b) The increase of finished goods of US$18,276,000 is explained by the increased inventory of lead and silver concentrate in Uchucchacua mining unit maintained by the Company, which is pending to be delivered to clients at the date of the consolidated financial statements. As of March 31, 2012 and December 31, 2011, the inventory of lead and silver concentrate in Uchucchacua mining unit amounted to US$25,804,000 and US$11,043,000, respectively.

(c) The table below presents the detail of classified mineral that is kept primarily in piles nearby Tajo Norte, mine of El Brocal, as of March 31, 2012 and December 31, 2011:

		2012								2011
		US$(000)				DMT				US$(000)				DMT
Type I and II (copper mineral)			7,672				774,563				8,584				859,556
Type III (lead/zinc mineral)			56,904				2,618,061				53,468				2,828,274
			64,576				3,392,624				62,052				3,687,830
Non-current portion			49,561								48,845
Current portion			15,015								13,207

As part of the mining unit preparation to extract and treat mineral to a 18,000 DMT per day, the Management decided to accumulate the material with metal content in stock nearby to Tajo Norte in order to be treated when the expansion operation plant, which is estimated to be in the first semester of 2013.

9

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

7.          Investments in associates

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

		Share in shareholders´equity								Amount
		As of March 31, 2012				As of December 31, 2011				As of March 31, 2012				As of December 31, 2011
		%				%				US$(000)				US$(000)
Investments held under the equity method
Minera Yanacocha S.R.L. (c)			43.65				43.65				1,400,408				1,312,051
Sociedad Minera Cerro Verde S.A.A. (c)			19.349				19.349				647,732				602,790
Compañía Minera Coimolache  S.A.			40.095				40.095				13,025				9,879
Canteras del Hallazgo S.A.C. (e)			49.00				49.00				5,199				5,237
Other minor investments											4,924				5,047
											2,071,288				1,935,004

(b) The table below presents the net share in gain (loss) of associates:

		For the quarters ended as of March 31,
		2012				2011
		US$(000)				US$(000)
Minera Yanacocha S.R.L.(c)			88,153				48,211
Sociedad Minera Cerro Verde S.A.A. (c)			44,942				70,986
Compañía Minera Coimolache S.A.			8,268				(275	)
Canteras del Hallazgo S.A.C. (e)			(5,377	)			(6,003	)
			135,986				112,919

(c) The investments held in Yanacocha (a gold mine located in Cajamarca, Peru), through Compañia Minera Condesa S.A., 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 quarters ended as of March 31, 2012 and 2011.

(d) Yanacocha is developing the Conga project, which consists of two gold-copper porphyry deposits located northeast of the Yanacocha operating area in the provinces of Celendin, Cajamarca and Hualgayoc. As of April 17, 2012, the independent experts hired by Peruvian Government, issued the international report on water component of the environmental impact study for Conga mining project, which validates the environmental study approved in 2010 and includes recommendations for improvement. Yanacocha´s Management is considering the impact of incorporating these recommendations into the project, which remains suspended.

10

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

(e) Canteras del Hallazgo S.A.C.: Proyecto Chucapaca -

The mining project is located in Moquegua. There are evidences of gold, copper and silver in Chucapaca project zone, at Canahuire deposit.

As of March 31, 2012, the project is in Feasibility and Environmental Studies, which are expected to be concluded at the end of 2012 and it continues with exploration works in order to dimension the magnitude of mining field. Based on investment program agreed with the other shareholder, the Company disbursed contributions which allow the project development. As of March 31, 2012, shareholders´ contribution amounted to US$108,716,000 (US$97,820,000 as of December 31, 2011).

8. Mining concessions, development cost and property, plant and equipment, net

The caption of mining concessions, development cost and property, plant and equipment, net increased from US$830,997,000 as of December 31, 2011 to US$879,695,000 as of March 31, 2012, mainly explained by investments related to the project for the expansion of El Brocal operations amounted to US$12,485,000 and the construction of Huanza hydroelectric power station amounted to US$11,577,000, see note 1(e) and (g), respectively.

9. Other accounts payable

The caption of other accounts payable increased from US$40,098,000 as of December 31, 2011 to US$72,080,000 as of March 31, 2012, mainly explained by the accounts payable to Newmont Mining Corporation related to reduce the capital stock of Minera La Zanja S.R.L. amount to US$12,674,000, see note 1(f). Additionally, it was an increased in tax payable amount to US$7,148,000, as a consequence of the Company´s increase in sales.

10. Provisions

The caption of provisions decreased from US$177,815,000 as of December 31, 2011 to US$137,434,000 as of March 31, 2012, mainly explained by the workers´ profit sharing paid during March amounted to US$33,153,000. Additionally, in January 2012 stock appreciation rights were paid amounted to US$16,732,000.

11

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

11. Financial obligations

The table below presents the detail of long-term debt as of March 31, 2012 and December 31, 2011:

		Original amount		Period		Guarantee		Annual interest rate		Maturities		2012		2011
		US$ (000)										US$(000)		US$(000)
Empresa de Generacion Huanza S.A. Banco de Credito del Perú - Financial leasing		119,000		10 year		Joint surety		Three-month Libor plus 4.00%  (4.468% as of March 31, 2012)		Quarterly maturities to during seven years from capitalization		115,643		105,042
Consorcio Energetico de Huancavelica S.A.  BBVA Banco Continental - Working capital loan		10,000		4 year		None		Three-month Libor plus 1.25%  (1.718% as of March 31, 2012)		Quarterly maturities of US$500,000 from June 2009 to June 2012		500		1,000
Other												66		72
												116,209		106,114
Non-current portion												(115,667)		(105,072)
Current portion												542		1,042

12

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

12. Dividends payable

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

		As of March 31, 2012				As of December 31, 2011
		US$(000)				US$(000)
Compañia de Minas Buenaventura S.A.A.			102,594				817
Sociedad Minera El Brocal S.A.A.			15,928				228
Other			7				7
			118,529				1,052

(b) The detail of dividends declared for the quarters ended March 31, 2012 and 2011 is as follows:

Meeting		Date				Dividends declared				Dividends per share
						US$(000)				US$
2012 Dividends
Mandatory annual shareholders’ meeting			March 26, 2012				110,254				0.40
Less – Dividends granted to subsidiary							(8,475	)
							101,779
2011 Dividends
Mandatory annual shareholders’ meeting			March 25, 2011				90,959				0.33
Less – Dividends granted to subsidiary							(6,992	)
							83,967

Dividends pending of payment as of March 31, 2012 will be paid at the end of April 2012.

(c) As of March 31, 2012 and 2011, the dividends due to non-controlling interest are made up as follows:

		2012				2011
		US$(000)				US$(000)
Sociedad Minera El Brocal S.A.A.			13,504				15,830
Minera La Zanja S.R.L.			10,796				-
S.M.R.L. Chaupiloma Dos de Cajamarca			4,920				4,000
Inversiones Colquijirca S.A.			2				3,288
			29,222				23,118

13

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

13. Deferred income tax

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

		As March 31, 2012				As December 31, 2011
		US$(000)				US$(000)
Deferred asset for income tax
Tax – loss carryforward (*)			57,632				66,310
Difference in depreciation and amortization rates			30,643				28,039
Provision for closure of mining units, net			14,493				14,906
Loss from translation into U.S. dollars			10,270				9,060
Stock appreciation rights provision			10,131				13,317
Enviromental liability for Mina Santa Barbara			1,494				1,494
Embedded derivative from sale of concentrates			322				2,256
Other minor			8,882				9,837
			133,867				145,219
Less – allowance for uncertainty as to the deferred asset’s recoverability			(3,643	)			(3,799	)
			130,224				141,420
Deferred asset included in retained earnings
Derivative financial instruments			-				489
			130,224				141,909
Deferred assets for mining royalties and special mining tax included in results
Exploration expenses			1,635				2,157
Embedded derivatives from sale of concentrate			708				335
Final price adjustment of open provisional liquidations			-				828
Hedging derivative instruments			81				-
			2,424				3,320
Total deferred asset			132,648				145,229
Deferred liability for income tax included in results
Differences in amortization rates for development costs			(15,695	)			(14,885	)
Deemed cost of fixed assets			(3,315	)			(3,379	)
Embedded derivatives from sale of concentrate			(564	)			(200	)
Unrealized loss on financial instruments			-				(384	)
Other			(245	)			(245	)
			(19,819	)			(19,093	)

14

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

		As of March 31, 2012				As of December 31, 2011
		US$(000)				US$(000)
Deferred liability for mining royalties and special mining tax included in results
Deemed cost of fixed assets			(465	)			(501	)
Embedded derivatives from sale of concentrate			(83	)			(43	)
Final price adjustment of open provisional liquidations			(30	)			-
Derivative financial instruments			-				(54	)
			(578	)			(598	)
Total deferred liability			(20,397	)			(19,691	)
Deferred asset, net			112,251				125,538

(*) According to the Company´s Management projections, the total of deferred asset related to tax-loss carryforward will be consumed in 2013.

(b) The current and deferred portions of the expense for income tax included in the consolidated statements of income for the quarters ended March 31, 2012 and 2011 are made up as follows:

		2012				2011
		US$(000)				US$(000)
income tax
Current			(24,836	)			(28,008	)
Deferred			(13,301	)			(17,531	)
			(38,137	)			(45,539	)

Mining royalties and Special Mining Tax
Current			(8,526	)			-
Deferred			(1,012	)			-
			(9,538	)			-
			(47,675	)			(45,539	)

15

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

14. Net sales

(a) The table below presents the net sales for the quarters ended as of March 31, 2012 and 2011:

		2012				2011				Increase (decrease)
		US$(000)				US$(000)				US$(000)
Net sales by product
Gold (i)			218,670				167,742				50,928
Silver (ii)			90,551				117,133				(26,582	)
Copper (iii)			47,740				69,651				(21,911	)
Zinc			16,219				18,774				(2,555	)
Lead			4,452				7,211				(2,759	)
			377,632				380,511				(2,879	)
Penalties			(33,083	)			(33,768	)			685
Final liquidations for previous year			(14,549	)			7,306				(21,855	)
			330,000				354,049				(24,049	)
Adjustment to open provisional liquidations			13,137				(2,534	)			15,671
Embedded derivative from sale of concentrates (iv)			6,212				9,491				(3,279	)
Loss in hedging operations (v)			(268	)			(4,236	)			3,968
			349,081				356,770				(7,689	)
Net sales by services, electric power and other minors			9,900				6,710				3,190
			358,981				363,480				(4,499	)

The principal variations during the quarters ended March 31, 2012 compared with the same period of 2011, are explained below:

(i) Increase of US$50,928,000 in gold sales resulting from the effect of a higher gold price (23.59 per cent increase) and a greater volume sold (5.47 per cent increase). See note 18. The increased volume sold is mainly due to the accumulated inventory held as of December 31, 2011 of gold ounces from La Zanja mining unit, partially offset by the decrease of gold sales from Orcopampa mining unit and Antapite. The decrease in gold production in the Company´s mining units is mainly explained for lower mineral laws and low quality rock.

(ii) Decrease of US$26,582,000 in silver sales resulting from the effect of a lower silver volume sold (23.97 per cent decrease), partially offset by a higher silver price (1.32 per cent increase). See note 18. The decreased volume sold is mainly due to low ounces produced in Julcani and Colquijirca mining unit during the quarter of 2012, as a consequence of the lower mineral laws treated in those mining units.

(iii) Decrease of US$21,911,000 in copper sales resulting from the effect of a lower copper volume sold (20.26 per cent decrease) and a lower copper price (13.29 per cent decrease), mainly due to low volume sold by Colquijirca mining unit (21 per cent decrease). During the first quarter of 2011, the total mineral treated in Colquijirca mining unit was related to copper concentrate production, in the other hand, during the same period of 2012, this mineral represented 64 per cent; the remaining production was related to zinc concentrate. See note 18.

16

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

(iv) Decrease of US$3,279,000 in the sales for the embedded derivative effect, as result of prices fluctuation in the final commercial liquidations.

(v) Increase of US$3,968,000 in income due to metal price hedging transactions resulting from a higher differences between the prices fixed for hedging and the market prices, as well as the higher volume of settlement hedging during the year 2012 compared to the year 2011.

(b) The trade accounts receivable, net caption decreased in 25 per cent, from US$172,569,000 as of December 31, 2011 to US$129,550,000 as of March 31, 2012, mainly due to the proceeds from gold and silver sales to major clients.

15. Operating cost

The cost of sales without depreciation and amortization caption, increased in 19.58 per cent of US$111,508,000 in the first quarter of 2011 to a US$133,341,000 for the same period of 2012. This variation of US$21,833,000 is mainly due to:

(i) Production cost of La Zanja mining unit increased to US$5,778,000, from US$5,040,000 during the first quarter of 2011 to US$10,818,000 in the same period of 2012. This occurred mainly due to high volume in gold ounces sold during the first quarter of 2012 compared to the same period in 2011.

   (ii) Increase of El Brocal´s cost of sales as a consequence of an increase in “Services rendered by contractors” by US$3,105,000 ( US$21,401,000 and US$18,296,000 in the first quarter of 2012 and 2011, respectively), mainly due to high development and preparation expenses in underground mine of Marcapunta Norte (US$6,147,000 in 2012 compared to US$3,102,000 in 2012).

16. Administrative expense

Administrative expense caption increased from an expense of US$16,982,000 in the first quarter of 2011 to an expense of US$29,818,000 for the same period of 2012, for US$7,315,000 in the first quarter of 2012 mainly due to record long term officers’ compensation of Buenaventura and Subsidiaries provision, while in 2011 was not necessary to record any amount.

17

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

17. Related-party transactions

(a) The Company (through its subsidiaries) had the following transactions with its associates for the three-month periods ended March 31, 2012 and 2011:

		2012				2011
		US$(000)				US$(000)
Minera Yanacocha S.R.L. :
Paid royalties to:
S.M.R.L. Chaupiloma Dos de Cajamarca			18,057				12,267
Services received by:
Consorcio Energético de Huancavelica S.A. (Electric power transmition and work construction)			940				1,197
Buenaventura Ingenieros S.A (Implementation of specific work orders )			2,450				640
Compañia Minera Coimolache S.A.:
Dividends received			2,406				-

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

		As of March 31, 2012				As of December 31, 2011
		US$(000)				US$(000)
Accounts receivable
Compañia Minera Coimolache S.A. (c)			53,323				53,971
Minera Yanacocha S.R.L.			29,090				25,441
Others			-				275
			82,413				79,687
Less – non-current portion			(46,807	)			(32,262	)
			35,606				47,425
Accounts payable
Compañía Minera Coimolache S.A.			1,223				1,293
Minera Yanacocha S.R.L.			526				594
Others			289				-
			2,038				1,887
Less – non-current portion			(936	)			(1,004	)
			1,102				883

(c) On October 18, 2010, the Shareholders´Meeting of Compañia Minera Coimolache S.A. approved the development program and financial support of Tantahuatay Project; the total budget of the project was estimated in US$110,000,000 and the project financing structure should be: 30% shareholders´s equity and 70% loans from shareholders. As of March 31, 2012, the loan generates a calculated interest with a LIBOR interest rate to 6 months plus 3%.

18. Statistical data (unaudited)

The Company’s statistical data related to the volume of inventories sold and average sale prices by product for the three-month periods ended March 31, 2012 and 2011 are as follows

18

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

(a) Volumes sold (metallic content):

			2012				2011
Gold			127,017	OZ			120,426	OZ
Silver			2,810,762	OZ			3,697,027	OZ
Lead			2,136	MT			2,772	MT
Zinc			7,943	MT			7,888	MT
Copper			5,714	MT			7,166	MT

(b) Average sale prices:

		2012				2011
		US$				US$
Gold			1,721.47	/OZ			1,392.86	/OZ
Silver			32.20	/ OZ			31.78	/OZ
Lead			2,084.68	/ MT			2,601.17	/MT
Zinc			2,042.08	/ MT			2,423.29	/MT
Copper			8,360.62	/ MT			9,641.81	/MT

19

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: May 30, 2012