6-K 1 bvnfs310306.htm Compania de Minas Buenaventura SAA

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 March 2006

BUENAVENTURA MINING COMPANY INC.

(Translation of Registrant's Name into English)

 

CARLOS VILLARAN 790

SANTA CATALINA, LIMA 13, PERU

(Address of Principal Executive Offices)

 

 

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

Form 20-F X Form 40-F ___

 

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

Yes ___ No X

 

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

 

 

This report consists of Interim unaudited consolidated financial information for the three-month ended on March 31, 2006

 

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

Interim unaudited consolidated financial information as of March 31, 2006 and for the three-month period then ended

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

1. We have reviewed the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries as of March 31, 2006 and the consolidated statements of income, changes in shareholders' equity and cash flows for the three-month periods ended March 31, 2006 and 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated financial statements based on our review.

2. The financial statements of Minera Yanacocha S.R.L. (an equity accounted affiliated entity in which the Company has an 43.65 percent interest through its subsidiary Compañía Minera Condesa S.A.) and of Sociedad Minera Cerro Verde S.A.A. (an equity accounted affiliated entity in which the Company has an 18.483 percent interest) as of March 31, 2006 and 2005, and for the three-month periods then ended, have been reviewed by other auditors, whose reports have been furnished to us. In the consolidated financial statements of the Company, as derived from the financial statements of Minera Yanacocha S.R.L., the Company's investment and share of the net income in this entity amount to approximately S/1,808.6 million as of March 31, 2006 (S/1,262.5 million as of March 31, 2005) and to S/259.4 million for the three-month period then ended (S/160.0 million for the three-month period ended March 31, 2005). Likewise, the Company's investment and share in the net income in Sociedad Minera Cerro Verde S.A.A., obtained from the corresponding financial statements, amount to approximately S/540.0 million as of March 31, 2006 and to S/53.1 million for the three-month period then ended, respectively.

3. We conducted our review in accordance with applicable auditing standards in Peru for limited reviews. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquire of company personnel and analytical procedures applied to consolidated financial data and thus provide less assurance than an audit. We have not performed an audit and, accordingly, we do not express such an opinion.

4. Based on our review and on the limited reports of the auditors of Minera Yanacocha S.R.L. and Sociedad Minera Cerro Verde S.A.A., we are not aware of any material modification that should be made to the accompanying consolidated financial statements referred above to be in conformity with generally accepted accounting principles in Peru.

 

 

5. We have previously audited, in accordance with generally accepted auditing standards in Peru, the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. and subsidiaries as of December 31, 2005, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended. Our report dated February 17, 2006 expressed an unqualified opinion on those consolidated financial statements.

 

 

Countersigned by:

 

 

Víctor Burga

C.P.C. Register No.14859

Lima, Peru

April 21, 2006

 

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

Consolidated Balance Sheets

As of December 31, 2005 (audited) and March 31, 2006 (unaudited)

Note

2005

2006

2006

 

 

S/(000)

S/(000)

US$(000)

 

 

 

 

(Note 2)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

3

332,102

502,342

149,596

 

 

 

 

 

Investment funds

4

52,884

55,681

16,582

 

 

 

 

 

Trade accounts receivable

 

93,354

108,083

32,187

 

 

 

 

 

Other accounts receivable, net

 

19,089

16,713

4,977

 

 

 

 

 

Accounts receivable from affiliates

10(a)

66,038

56,230

16,745

 

 

 

 

 

Inventories, net

5

94,377

92,709

27,608

 

 

 

 

 

Current portion of prepaid tax and expenses

 

43,182

46,335

13,798

 

 

_________

_________

_________

Total current assets

 

701,026

878,093

261,493

 

 

 

 

 

Long - term accounts receivable

 

5,044

5,023

1,496

 

 

 

 

 

Prepaid tax and expenses

 

12,405

12,998

3,871

 

 

 

 

 

Investments in shares

6

2,502,267

2,645,633

787,860

 

 

 

 

 

Mining rights, property, plant and equipment, net

 

583,281

579,274

172,506

 

 

 

 

 

Development costs, net

 

163,924

166,075

49,457

 

 

 

 

 

Deferred income tax and workers' profit sharing asset, net

9

308,091

385,440

114,783

 

 

 

 

 

Other assets

 

5,303

5,078

1,512

 

 

_________

_________

_________

 

 

 

 

 

 

 

 

 

 

Total assets

 

4,281,341

4,677,614

1,392,978

 

 

_________

_________

_________

 

 

 

 

 

 

 

 

 

 

 

Note

2005

2006

2006

S/(000)

S/(000)

US$(000)

 

 

 

 

(Note 2)

 

 

 

 

 

Liabilities and shareholders' equity, net

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Bank loans

 

26,229

17,408

5,184

Trade accounts payable

 

53,089

47,863

14,253

Dividends and other current liabilities

8(e)

204,596

301,082

89,661

Derivative instruments

11(a)

59,138

4,464

1,329

Current portion of long-term debt

 

1,631

1,991

593

Deferred income from sale of future production

11(b)

107,079

164,646

49,031

 

 

_________

_________

_________

Total current liabilities

 

451,762

537,454

160,051

 

 

 

 

 

Other long-term liabilities

 

96,852

100,442

29,914

Derivative instruments

11(a)

168,017

-

-

Long-term debt

 

1,367

1,696

505

Deferred income from sale of future production

11(b)

613,791

772,414

230,022

 

 

_________

_________

_________

Total liabilities

 

1,331,789

1,412,006

420,492

 

 

_________

_________

_________

Shareholders' equity, net

8

 

 

 

Capital stock, net of treasury shares of S/49,659,000 in 2005 and 2006

 

596,755

596,755

177,711

Investment shares, net of treasury shares of S/127,000 in 2005 and 2006

 

1,622

1,622

483

Additional capital

 

609,734

609,734

181,577

Legal reserve

 

129,276

129,276

38,498

Other reserves

 

923

923

275

Retained earnings

 

1,598,717

1,926,817

573,799

Cumulative translation loss

 

(67,962)

(112,190)

(33,410)

Cumulative unrealized gain on investments in shares carried at fair value

 

240

255

76

 

 

_________

_________

_________

 

 

2,869,305

3,153,192

939,009

 

 

 

 

 

Minority interest

 

80,247

112,416

33,477

 

 

_________

_________

_________

 

 

 

 

 

Total shareholders' equity, net

 

2,949,552

3,265,608

972,486

 

 

_________

_________

_________

Total liabilities and shareholders' equity, net

 

4,281,341

4,677,614

1,392,978

 

 

_________

_________

_________

 

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

Consolidated Statements of Income (unaudited)

For the three-month periods ended March 31, 2005 and 2006

 

2005

2006

2006

 

S/(000)

S/(000)

US$(000)

 

 

 

(Note 2)

 

 

 

 

Operating revenues

 

 

 

Net sales

219,626

356,804

106,255

Royalties income, note 10(b)

32,871

43,798

13,043

Realized income from sale of future production, note 11(b)

18,078

42,721

12,722

 

__________

__________

__________

Total revenues

270,575

443,323

132,020

 

__________

__________

__________

Costs of operation

 

 

 

Operating costs

85,005

127,636

38,010

Exploration and development costs in operational mining sites

28,668

36,900

10,989

Depreciation and amortization

17,960

20,263

6,034

 

__________

__________

__________

Total costs of operation

131,633

184,799

55,033

 

__________

__________

__________

Gross margin

138,942

258,524

76,987

 

__________

__________

__________

Operating expenses

 

 

 

Exploration costs in non-operational mining sites

19,459

27,984

8,334

General and administrative

21,820

27,170

8,091

Royalties to third parties

5,289

8,669

2,582

Selling

3,616

4,059

1,209

Royalties to Peruvian Government

2,310

3,282

977

Amortization of other assets

248

225

67

 

__________

__________

__________

Total operating expenses

52,742

71,389

21,260

 

__________

__________

__________

Operating income

86,200

187,135

55,727

 

__________

__________

__________

Other income (expenses), net

 

 

 

Share in affiliated companies, note 6(b)

167,928

309,926

92,295

Interest income

3,934

3,228

961

Gain (loss) from change in the fair value of derivative instruments, note 11(a)

15,821

(43,876)

(13,066)

Interest expense

(3,247)

(2,026)

(603)

Exchange difference loss, net

(544)

(6,326)

(1,884)

Other, net

(5,491)

(351)

(104)

 

__________

__________

__________

Total other income (expenses), net

178,401

260,575

77,599

 

__________

__________

__________

Income before workers' profit sharing and income tax

264,601

447,710

133,326

Workers' profit sharing, note 9

(6,332)

7,893

2,351

Income tax, note 9

(30,727)

13,980

4,163

 

__________

_________

__________

Net income

227,542

469,583

139,840

Net income of minority interest

(11,292)

(49,656)

(14,787)

 

__________

_________

__________

Net income of Compañía de Minas Buenaventura S.A.A.

216,250

419,927

125,053

 

__________

_________

__________

Basic and diluted earnings per share, stated in Peruvian Nuevos Soles and U.S. dollars, note 12

1.70

3.30

0.98

 

__________

_________

__________

Weighted average number of shares outstanding, note 12

127,236,219

127,221,164

127,221,164

 

__________

__________

__________

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

Consolidated Statements of Changes in Shareholders' Equity (unaudited)

For the three-month periods ended March 31, 2005 and 2006

 

Shareholders' equity of Buenaventura

 

 

 

_________________________________________________________________________________________________________________________________________________________

 

 

 

Capital stock, net of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

__________________________

 

 

 

 

 

 

 

 

 

 

 

 

Number of
shares

Common shares

Investment shares

Additional capital

Legal
reserve

Other reserves

Retained earnings

Cumulative translation loss

Cumulative unrealized gain on investments in shares carried at fair value

Deferred income from sale of future production of subsidiary

Total

Minority interest

Total shareholders' equity

 

 

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1st, 2005, note 8(g)

126,879,832

596,755

1,683

610,659

129,276

923

799,323

(158,861)

288

(1,051)

1,978,995

66,347

2,045,342

Declared and paid dividends, note 8(e)

-

-

-

-

-

-

(74,425)

-

-

-

(74,425)

-

(74,425)

Realized revenue from sale of future production of subsidiary

-

-

-

-

-

-

-

-

-

522

522

98

620

Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A and Sociedad Minera Cerro Verde S.A.A., notes 6(c), 6(g) and 8(f)

-

-

-

-

-

-

-

(7,389)

-

-

(7,389)

-

(7,389)

Net income

-

-

-

-

-

-

216,250

-

-

-

216,250

11,292

227,542

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2005

126,879,832

596,755

1,683

610,659

129,276

923

941,148

(166,250)

288

(529)

2,113,953

77,737

2,191,690

 

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1st, 2006

126,879,832

596,755

1,622

609,734

129,276

923

1,598,717

(67,962)

240

-

2,869,305

80,247

2,949,552

Declared and paid dividends, note 8(e)

-

-

-

-

-

-

(91,827)

-

-

-

(91,827)

(14,187)

(106,014)

Dissolution of minority interest in Minas Poracota S.A.

-

-

-

-

-

-

-

-

-

-

-

(3,300)

(3,300)

Investments in shares maintained at fair value

-

-

-

-

-

-

-

-

15

-

15

-

15

Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A and Sociedad Minera Cerro Verde S.A.A., notes 6(c), 6(g) and 8(f)

-

-

-

-

-

-

-

(44,228)

-

-

(44,228)

-

(44,228)

Net income

-

-

-

-

-

-

419,927

-

-

-

419,927

49,656

469,583

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2006

126,879,832

596,755

1,622

609,734

129,276

923

1,926,817

(112,190)

255

-

3,153,192

112,416

3,265,608

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

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

Consolidated Statements of Cash Flows (unaudited)

For the three-month periods ended March 31, 2005 and 2006

 

2005

2006

2006

 

S/(000)

S/(000)

US$(000)

 

 

 

(Note 2)

Operating activities

 

 

 

Collection from customers

245,804

342,075

101,869

Collection of dividends

42,677

131,644

39,203

Collection of royalties

36,250

55,638

16,569

Recovery of value added tax

6,652

23,810

7,091

Collection of interest

3,661

2,752

820

Payments to suppliers and third parties

(112,563)

(144,861)

(43,140)

Payments to employees

(41,977)

(65,255)

(19,432)

Payments of exploration expenditures

(41,818)

(52,833)

(15,734)

Payments of income tax

(13,607)

(27,794)

(8,277)

Payments of royalties

(6,239)

(14,156)

(4,216)

Payments of interest

(3,247)

(2,026)

(603)

 

_________

_________

_________

Net cash provided by operating activities

115,593

248,994

74,150

 

_________

_________

_________

Investing activities

 

 

 

Purchase of plant and equipment

(8,055)

(22,396)

(6,669)

Development expenditures

(10,098)

(12,675)

(3,775)

Purchase of investments in shares

-

(9,204)

(2,741)

Payments from derivative instruments settled, net

(7,300)

(9,127)

(2,718)

Decrease (increase) of investment fund

34,816

(3,290)

(980)

Proceeds from sale of plant and equipment

-

257

77

Decrease on time deposits in local currency

6,930

-

-

 

_________

_________

_________

Net cash provided by (used in) investing activities

16,293

(56,435)

(16,806)

 

_________

_________

_________

Financing activities

 

 

 

Payments of dividends to a minority shareholder

-

(14,187)

(4,225)

Decrease of bank loans, net

(1,633)

(8,821)

(2,627)

Increase (decrease ) of long-term debt, net

(12,339)

689

205

 

_________

_________

_________

Net cash used in financing activities

(13,972)

(22,319)

(6,647)

 

_________

_________

_________

Net increase in cash during the period

117,914

170,240

50,697

Cash and cash equivalents at beginning of period

590,607

332,102

98,899

 

_________

_________

_________

 

 

 

 

Cash and cash equivalents at period-end

708,521

502,342

149,596

 

_________

_________

_________

Consolidated Statements of Cash Flows (unaudited) (continue)

 

 

 

 

2005

2006

2006

 

S/(000)

S/(000)

US$(000)

 

 

 

(Note 2)

Reconciliation of net income of Compañía de Minas Buenaventura S.A.A. to net cash provided by operating activities

 

 

 

Net income of Compañía de Minas Buenaventura S.A.A.

216,250

419,927

125,053

Add (deduct)

 

 

 

Net income of minority interest

11,292

49,656

14,787

Loss (gain) from change in the fair value of derivative instruments

(15,821)

43,876

13,066

Depreciation and amortization

18,506

20,997

6,253

Amortization of development costs

5,996

9,592

2,856

Accretion expense

974

4,315

1,285

Exchange difference loss, net

544

6,326

1,884

Net cost of retired plant and equipment

432

443

132

Amortization of other assets

248

225

67

Income from share in affiliated companies, net of dividends received

(125,251)

(178,282)

(53,092)

Expenses (income) for deferred income tax and workers' profit sharing

6,739

(77,349)

(23,034)

Realized deferred income from sale of future production

(18,078)

(42,721)

(12,722)

Officers' compensation

-

3,771

1,123

Loss (gain) in the fair value of investment fund

109

(547)

(163)

Reversal of obsolescence supplies reserve

(563)

-

-

Allowance for doubtful accounts

26

-

-

Provision for exploration costs in subsidiary

6,286

-

-

Net changes in assets and liabilities accounts

 

 

 

Decrease (increase) of operating assets -

 

 

 

Trade and other accounts receivable

34,566

(2,524)

(751)

Inventories

(2,444)

3,466

1,032

Prepaid tax and expenses

(30,813)

(3,746)

(1,115)

Increase (decrease) of operating liabilities -

 

 

 

Trade accounts payable and other liabilities

6,595

(8,431)

(2,511)

 

________

________

________

Net cash provided by operating activities

115,593

248,994

74,150

 

________

________

________

Transaction which did not affect cash flow

 

 

 

Transfer from derivative instruments to deferred income from sale of future production

-

258,911

77,103

 

________

________

________

 

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

Notes to the Consolidated Financial Statements (unaudited)

As of March 31, 2005 and 2006

1. Interim unaudited consolidated financial statements

(a) The criteria and accounting basis used by the Management of Compañía de Minas Buenaventura S.A.A. (hereafter "Buenaventura" or "the Company") in preparing the accompanying interim consolidated financial statements, which should be read together with the 2005 consolidated audited report, are similar to those used in the preparation of the Company's annual consolidated financial statements, except for the adoption of the International Accounting Standards (IAS) revised and the new International Financial Reporting Standards (IFRS), effective in Peru since January 1st, 2006. The effect of the adoption of those standards is shown below:

    • IAS 1, 10, 16, 17, 24, 27, 32, 33, 39 (all revised in 2003), IAS 39 (revised in 2004) and IFRS 3, 4, 5 and 6 have not had a significant effect in the Company's accounting policies.
    • IAS 1 (revised in 2003) has mainly affected the presentation of the minority interest as part of the shareholders' equity, net.
    • In order to comply with IFRS 1 "First-time Adoption of International Financial Reporting Standards", the Company should apply the same accounting policies effective since January 1st, 2006, for all the comparative financial statements of previous periods reported. Therefore, and in order to comply with IAS 8 "Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies" (revised in 2003), the Company had given retroactive effect to the change in the accounting principle related to the deferred stripping costs as of January 1st, 2005 (see note 3(b) of the 2005 consolidated audited report). See note 8(g).
    • In order to comply with IAS 28 "Accounting for Investments in Associates" (modified in 2003), when an investment in an associate no longer meets the criteria to be recorded at its fair value, it should be recorded using the equity method with retroactive effects. The financial statements of prior years should be modified conveniently. Therefore, the investment in Cerro Verde has been recorded using the equity method with retroactive effects. See note 8(g).
    • In order to comply with IFRS 2 "Share-Based Payment", the Company has recorded the fair value of the stock appreciation rights in the caption "Other current liabilities", see note 7. Until December 31, 2005, such compensation was recorded at its intrinsic value.
    • Through Resolution N' 038-2005-EF/93.01 of February 3, 2006, Peruvian Accounting Standards Board (CNC in Spanish) approved to suspend until December 31, 2006, the mandatory application of the IAS 21 "Effect of the Variations in the Exchange Rates of Foreign Currencies" (revised in 2003), related to the identification and use of a functional currency. Currently, the Company's management is evaluating the indicators that allow the determination of which currency should be used in the financial statements presentation. As well, CNC resolved to maintain the equity method in the preparation of the individual financial statements.

(b) In preparing the interim consolidated financial information, Management has made certain estimates and assumptions; accordingly, actual results may differ from those presented in this report.

(c) For improving the presentation of the consolidated statement of income, the Company has made the following reclassifications in the three-month period ended March 31, 2005:

- The amortization of mining concessions and goodwill of S/248,000 for the three-month ended March 31, 2005, which used to be presented as other income (expenses), net is currently presented as an operating expense.

- The amortization of mining concessions of S/937,000 for the three-month ended March 31, 2005, has been reclassified from the amortization of mining concessions and goodwill caption to the depreciation and amortization caption of the consolidated statements of income.

- The realized deferred income from sale of future production of S/18,078,000 for the three-month period ended March 31, 2005, which used to be presented as other income (expenses), net has been reclassified to operating revenues.

(d) International Financial Reporting Standards recently issued -

IFRS 7 - Financial Instruments: Disclosures -This standard has the purpose to provide the sufficient disclosures in the notes to the financial statements, which allow the users to evaluate the impact that the financial instruments have in the Company's financial position and performance, to understand the nature and scope of the Company's risks as a holder of this financial instruments and how Management controls these risks. This standard is in force for the annual periods beginning after January 1st, 2007 and replaces the disclosures required by IAS 32.

(e) During the first quarter of 2006, the Company's sales increased in 62 percent compared to the first quarter of 2005, mainly due to: (i) an increase in the international silver market quotations, and (ii) higher silver grades of the concentrates produced by its subsidiary Brocal, which permitted an increase in the ounces sold from 3,250,029 ounces during the first quarter of 2005 to 4,030,366 ounces during the first quarter of 2006 (See note 14).

(f) The interim consolidated financial statements include the financial statements of the following subsidiaries:

 

Ownership percentages as of

 

 

________________________________________________

 

 

December 31, 2005

March 31, 2006

 

 

_______________________

_______________________

 

Subsidiaries

Direct

Indirect

Direct

Indirect

Business activity

 

%

%

%

%

 

 

 

 

 

 

 

Buenaventura Ingenieros S.A.

100.00

-

100.00

-

Provides advisory and engineering services related to the mining industry.

Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN

44.83

55.17

44.83

55.17

Extraction, concentration and commercialization of dore and concentrates. Holds investments in S.M.R.L. Chaupiloma Dos de Cajamarca, Minas Conga S.R.L., and other affiliated companies engaged in mining activities.

Compañía Minera Condesa S.A.

99.99

-

99.99

-

Holds investments in Yanacocha, Buenaventura, and other affiliated companies engaged in mining activities.

Compañía Minera Colquirrumi S.A.

90.00

-

90.00

-

Exploration of polymetallic ores.

Consorcio Energético de Huancavelica S.A.

99.99

0.01

99.99

0.01

Provides electric power.

Contacto Corredores de Seguros S.A.

-

99.99

-

99.99

Placement of insurance contracts and administrative and technical services in insurance matters.

Inversiones Colquijirca S.A.

61.42

-

61.42

-

Extraction, concentration and commercialization of polymetallic ores, principally zinc and lead, through its subsidiary Sociedad Minera El Brocal S.A.A.

Inversiones Mineras del Sur S.A.

78.04

-

78.04

-

Extraction, concentration and commercialization of gold bars and concentrates.

Minas Conga S.R.L.

-

60.00

-

60.00

Owner of mining rights.

S.M.R.L. Chaupiloma Dos de Cajamarca

20.00

40.00

20.00

40.00

Owner of the mining concessions explored and exploited by Yanacocha.

Minera La Zanja S.R.L.

53.06

-

53.06

-

Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities.

Minas Poracota S.A. (g)

50.00

-

75.00

-

Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities.

Minera Minasnioc S.A.C.

60.00

-

60.00

-

Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities.

(g) Effective December 30, 2005 and January 2, 2006, Buenaventura acquired 50% and 25% of the capital stock of Minas Poracota S.A. (Poracota), respectively, in exchange for a payment of US$4,501,000. According to the Shareholders' agreement signed with Teck Cominco Peru S.A. (hereafter "Teck Cominco"), if a preliminary study to be prepared by Teck Cominco and Buenaventura, indicates that there is a probability of obtaining a production greater than 300,000 ounces of gold per year, Teck Cominco will have the right to recover its position as the owner of the 50% of the capital stock of Poracota and to be the operator of the project. To this effect, Teck Cominco will prepare a feasibility study with a production of 300,000 ounces of gold, assuming the cost of this study. If the project were a smaller one, Buenaventura can opt for buying the remaining 25% of the capital stock of Poracota for US$2,250,000.

 

2. Convenience translation of Peruvian Nuevos Soles amounts into U.S. dollar amounts

The interim consolidated financial statements are stated in Peruvian Nuevos Soles. U.S. dollar amounts are included solely for the reader's convenience, and were obtained by dividing Peruvian Nuevos Soles amounts by the exchange rate for selling U.S. dollars at March 31, 2006 (S/3.358 to US$1), as published by the Superintendencia de Banca y Seguros (Superintendent of Bank and Insurance, or "SBS"). The convenience translation should not be construed as a representation that the Peruvian Nuevos Soles amounts have been, could have been or could be converted into U.S. dollars at the foregoing or any other exchange rate.

3. Cash and cash equivalents

(a) This item is made up as follows:

 

As of December
31, 2005

As of March
31, 2006

 

S/(000)

S/(000)

 

 

 

Cash

1,080

3,500

Demand deposit and saving accounts

79,049

267,745

Time deposits in foreign currency (b)

251,973

220,094

Time deposits in local currency

-

11,003

 

_________

_________

 

 

 

 

332,102

502,342

 

_________

_________

(b) As of March 31, 2006, it corresponds principally to time deposits for US$66,000,000, with annual interest rates ranging from 4.36 % to 5.78% and maturities from 30 to 90 days.

4. Investment funds

As of March 31, 2006 and December 31, 2005, this caption includes mainly variable investment funds under the administration of Compass Group Sociedad Administradora de Fondos de Inversión S.A. This investment is carried at fair value.

 

5. Inventories, net

This item is made up as follows:

 

As of December
31, 2005

As of March
31, 2006

 

S/(000)

S/(000)

 

 

 

Spare parts and supplies

55,852

57,054

Products in process

24,624

15,695

Finished products

32,067

38,126

 

_________

_________

 

112,543

110,875

 

 

 

Slow moving and obsolescence supplies reserve

(18,166)

(18,166)

 

_________

_________

 

 

 

 

94,377

92,709

 

_________

_________

In Management's opinion, the reserve above created is sufficient to cover the risks of slow moving and obsolete supplies at the date of the consolidated balance sheets. An immaterial amount related to supplies with slow turnover is classified as a current asset within this caption.

 

6. Investments in shares

(a) This item is made up as follows:

 

Equity ownership

Amount

 

__________________________

_________________________

 

As of December 31,
2005

As of

March 31,

2006

As of December 31,
2005

As of

March 31,

2006

 

%

%

S/(000)

S/(000)

Equity method investments

 

 

 

 

Minera Yanacocha S.R.L.(c)

43.65

43.65

 

 

Equity share

 

 

1,714,422

1,808,567

Mining concession, net

 

 

94,245

91,840

 

 

 

_________

_________

 

 

 

1,808,667

1,900,407

 

 

 

_________

_________

Sociedad Minera Cerro Verde S.A.

 

 

 

 

Equity share (g)

18.299

18.483

491,933

539,988

Mining concession, net (h)

 

 

197,754

200,034

 

 

 

_________

_________

 

 

 

689,687

740,022

 

 

 

_________

_________

 

 

 

 

 

Investments carried at fair value

 

 

 

 

Ferrovías Central Andino S.A.

10.00

10.00

2,207

2,207

Other

-

-

1,706

2,997

 

 

 

_________

_________

 

 

 

3,913

5,204

 

 

 

_________

_________

 

 

 

 

 

 

 

 

2,502,267

2,645,633

 

 

 

_________

_________

The amount of equity participation in Minera Yanacocha S.R.L. (hereinafter, "Yanacocha") and Sociedad Minera Cerro Verde S.A.A. (hereinafter, "Cerro Verde") has been determined from the financial statements as of December 31, 2005 (audited) and March 31, 2006 (unaudited) of these affiliated companies.

 

(b) The detail of share in the results of affiliated companies is:

 

For the three-month periods

ended Mach 31,

 

__________________________________

 

2005

2006

 

S/(000)

S/(000)

Minera Yanacocha S.R.L.

158,002

257,354

Sociedad Minera Cerro Verde S.A.A., (f)

9,786

51,389

Other

140

1,183

 

_________

_________

 

 

 

 

167,928

309,926

 

_________

_________

Minera Yanacocha S.R.L.

(c) The movement of the equity investment in Yanacocha is as follows:

 

For the three-month periods

ended March 31,

 

_______________________________

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Yanacocha's equity at beginning of year

2,666,371

3,945,442

Participation percentage

43.65%

43.65%

 

_________

_________

Company's participation in Yanacocha's equity at beginning of year

1,163,871

1,722,185

Elimination of intercompany gains (i)

(11,683)

(7,763)

 

_________

_________

Balance of investment at beginning of period

1,152,188

1,714,422

Participation in Yanacocha's income

160,090

259,399

Dividends received, note 6(d)

(42,677)

(131,644)

Realization of intercompany gains (i)

305

360

Cumulative translation gain (loss), note 8(f)

(7,389)

(33,970)

 

_________

_________

 

 

 

Balance at period-end

1,262,517

1,808,567

 

_________

_________

(i) Buenaventura is recognizing, as an increase in the share of affiliated companies, the related inter-company gains generated in past years for the sale of long-lived assets, as Yanacocha depreciates and amortizes the acquired assets. For presentation purposes, the inter-company gains, not recognized by the Company, are presented net of the investment in Yanacocha.

The net increase in the participation in Yanacocha's net income during the three-month period ended as of March 31, 2006 compared to the same period as of 2005 is mainly due to increased sales (as a result of higher prices), offset by an increase in the cash cost per ounce of gold sold. In addition, this participation is increased as a consequence of the exchange rate used to convert into Nuevos Soles the participation in Yanacocha's results, reported in U.S. Dollars (S/3.317 and S/3.262 per US$1 for the three-month periods ended March 31, 2006 and 2005, respectively. The information related to Yanacocha's result is shown below:

Year

Sales

Gold average
quotation

Quantity of ounces sold

Cash costs per ounce of gold

 

US$(000)

US$

(in thousands)

US$

 

 

 

 

 

2005

328,444

425

773

147

2006

426,743

554

770

165

(d) Yanacocha represents the most significant investment of the Company. The Company's share of Yanacocha's income was significant as compared to Buenaventura's net income for the three-month periods ended March 31, 2005 and 2006. Presented below is selected information about Yanacocha:

Economic activity

Yanacocha is engaged in the exploration and exploitation of gold in the open pit mines of Carachugo, San José, Maqui Maqui, Cerro Yanacocha and La Quinua; all mines are located in the department of Cajamarca, Peru. As explained in note 1(f), the legal owner of the mineral rights on the mining concessions exploited by Yanacocha is S.M.R.L. Chaupiloma Dos de Cajamarca.

Summary financial information based on the Yanacocha's financial statements

Presented below is certain summary financial information extracted from the Yanacocha's financial statements and adjusted to conform to accounting practices and principles of the Company. For the reader's convenience, the US dollars amounts, Yanacocha's functional currency, have been converted into Peruvian Nuevos Soles at an actual exchange rate of financial statements.

Summary of Yanacocha's balance sheets data as of December 31, 2005 (audited) and March 31, 2006 (unaudited):

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Total assets

5,277,485

5,522,905

Total liabilities

1,332,043

1,362,606

Shareholders' equity

3,945,442

4,160,299

Summary data from the Yanacocha statements of income for the three-month periods ended March 31, 2005 and 2006, which represent 100 percent of the operations of Yanacocha:

 

For the three-month periods
ended March 31,

 

_______________________________

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Total revenues

1,072,978

1,416,359

Operating income

529,762

827,078

Net income

366,759

594,270

Dividends declared and paid by Yanacocha -

Cash dividends paid by Yanacocha to Condesa were S/131,644,000 for the three-month period ended March 31, 2006 (S/42,677,000 for the three-month period ended March 31, 2005).

Legal processes of Yanacocha

Mercury spill in Choropampa -

In June 2000, a transport contractor of Yanacocha spilled approximately 11 liters of elemental mercury near the town of Choropampa, Peru, which is located 84.8 kilometers from Yanacocha. As a result of the accident, Yanacocha and other defendants were named in a lawsuit by over 1000 Peruvian citizens and the Provincial Municipality of Cajamarca in the Denver District Court of the State of Colorado, United States of America (hereinafter "the Court"). This action seeks compensatory and punitive damages based on claims associated with the mercury spill incident. In February 2005, Yanacocha answered the complaint presented at the Court.

Likewise, additional lawsuits related to the Choropampa incident were filed against Yanacocha and other defendants in the local courts of Cajamarca by over 900 Peruvian citizens. Such lawsuits seek the payment of US$229,420,000 and S/1,245,000. As of March 31, 2006, Yanacocha has entered into settlement agreements with approximately 40% of the plaintiffs for amounts considerably lower than those initially claimed in their lawsuits, significantly reducing the contingency that these lawsuits created. In addition, more than half of the remaining plaintiffs in these Peruvian cases had previously entered into settlement agreements with Yanacocha prior to filing their lawsuits. Yanacocha has filed motions to dismiss based on these previous settlements and has obtained positive judgments by the Civil Court of the Cajamarca Superior Court. The Plaintiffs have appealed many of these rulings to Peru's Supreme Court where they remain pending.

Up to this date, Yanacocha considers that it is not possible to predict the final outcome of these demands; however, any effect will not be significant for these financial statements.

Sociedad Minera Cerro Verde S.A.

(e) Economic activity -

Cerro Verde is engaged in the extraction, production and commercialization of copper in its mining concessions located in the department of Arequipa, Peru. Currently, Cerro Verde is carrying out the construction of the primary sulfide plant. The investment in this project is estimated in US$850 million and will allow its copper production increase from 90,000 MT to 300,000 MT.

(f) Acquisition of additional share -

During the year 2005, the Company increased its ownership interest in Cerro Verde from 9.17 percent to 18.299 percent. Likewise, Company's management determined that Buenaventura exercise significant influence of Cerro Verde (see note 12(j) of the consolidated audited report of 2005). As a consequence, in December 2005, Buenaventura has decided to account for its investment in Cerro Verde using the equity method, since this investment no longer meets the criteria to be recorded at its fair value. In order to comply with IAS 28 - Accounting for Investments in Associates (modified in 2003), the Company had recorded the followings modifications in the consolidated statements of changes in shareholders' equity by the three-month period ended March 31, 2005:

    • The fair value of the investment in Cerro Verde as of January 1, 2005 of S/256,043,000 was reversed with a charge to the account "Cumulative gain on investments at fair value" and a credit to the captions of investment by S/250,087,000 and retained earnings by S/5,956,000, see note 8(g).
    • The prior years effect, resulting from the application of the equity method since the date of the initial acquisition occurred in 1996, is S/69,724,000. This amount is recorded by a charge to the investment caption and by a credit to the retained earnings caption as of January 1, 2005.
    • For the three-month period ended March 31, 2005, the share in affiliated companies was modified in S/9,786,000, increasing from S/158,142,000 to S/167,928,000 due to the share in Cerro Verde.
    • Buenaventura has recognized an amount of S/197,754,000, as a result of comparing the acquisition cost with the share in the fair values of the assets and liabilities of Cerro Verde. This amount is included in the investment caption and is amortized based on the proven and probable reserves of Cerro Verde.

(g) Investment in Cerro Verde -

The movement of the equity investment in Cerro Verde for the three-month period ended as of March 31, 2006 is as follows:

 

S/(000)

 

 

Cerro Verde's equity at beginning of year

2,688,303

Participation percentage

18.299%

 

__________

Balance of investment at beginning of year

491,933

 

 

Acquisition of additional share (*)

9,204

Amount paid over fair value

(3,986)

Participation in Cerro Verde's net income

53,095

Cumulative translation loss, note 8(f)

(10,258)

 

__________

 

 

Balance at year - end

539,988

 

__________

(*) During the first quarter of 2006, the Company increased its ownership interest in Cerro Verde from 18.299 to18.483 percent through additional acquisitions of shares.

(h) Mining concession -

The movement of this amount is as follows:

 

2006

 

S/(000)

 

 

Balance at beginning of year

197,754

Amount paid over fair value of assets and liabilities

3,986

Amortization

(1,706)

 

__________

 

 

Balance at year - end

200,034

 

__________

(i) Summary financial information based on the Cerro Verde's financial statements -

Presented below is certain summary of financial information extracted from the Cerro Verde's financial statements and adjusted to conform to accounting practices and principles of the Company:

 

 

Summary of Cerro Verde's balance sheets data as of December 31, 2005 (audited) and March 31, 2006 (unaudited):

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Total assets

2,911,715

3,366,370

Total liabilities

223,412

444,833

Shareholders' equity

2,688,303

2,921,537

Summary data from the Cerro Verde's statements of income for the three-month periods ended March 31, 2005 and 2006, which represent 100 percent of the operations of Cerro Verde:

 

For the three-month periods ended

March 31,

 

_______________________________

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Total revenues

219,092

310,343

Operating income

130,398

232,247

Net income

106,716

287,263

The net increase in the participation in Cerro Verde's net income during the three-month period ended as of March 31, 2006 compared to the same period as of 2005 is mainly due to increased sales, as a result of higher copper prices.

(j) Guarantees granted -

On September 30, 2005, Cerro Verde signed some agreements with several export credit agencies and commercial banks in connection with the financing of US$450 million for the expansion of its operations. The financing requires the granting of mortgages and pledges over the Cerro Verde's assets, and that Phelps Dodge, Sumitomo and Buenaventura comply with maintaining a minimum shareholders' equity (US$600 million for Buenaventura). The company that does not comply with these requirements must grant a stand-by letter for the representative of the banks that participate in the financing. Additionally, shares in Cerro Verde owned by Buenaventura are pledged in favor of such banks.

 

7. Other current liabilities

As a result of the adoption of IFRS 2 "Share-based Payment", Buenaventura's management has estimated the fair value of the stock appreciation rights as of March 31, 2006, using the binomial method through Black - Scholes -Merton formula. This formula uses assumptions obtained from the market available information, assuming for practical purposes, that all the programs only could be settled at each settlement date. The main assumptions used by the Company to estimate the fair value as of March 31, 2006, are as follow:

 

 

Expected volatility

43.9%

Risk-free interest rate

Between 4.66% and 4.75%

Expected settlement period

Between 1 and 5 years

Market value of Company's shares

US$26.48

As of March 31, 2006, the stock appreciation rights amount to S/37,969,000 and are included in the caption "dividends and other current liabilities" (S/59,324,000 as of December 31, 2005).

8. Shareholders' equity

(a) Capital stock -

As explained in note 2(s) of the consolidated audited report as of December 31, 2005, the nominal value restated by inflation of the treasury shares is presented net from the capital stock. The detail of the capital stock as of March 31, 2006 is as follows:

 

Number of shares

Nominal
value

Result from exposure to inflation

Capital
stock

 

 

S/(000)

S/(000)

S/(000)

 

 

 

 

 

Common shares

137,444,962

549,780

96,634

646,414

Treasury shares

(10,565,130)

(42,261)

(7,398)

(49,659)

 

__________

_________

_________

_________

 

 

 

 

 

 

126,879,832

507,519

89,236

596,755

 

__________

_________

_________

_________

The Company is permitted to issue additional shares for a total value of S/96,634,000, as a result of the restatement of the capital stock for inflation at December 31, 2004.

 

(b) Investment shares -

As explained in note 2(s) of the consolidated audited report as of December 31, 2005, the nominal value restated by inflation of the investment shares held in treasury is presented net from the investment shares. The detail of the investment shares as of March 31, 2006 follows:

 

Number of shares

Nominal value

Result from exposure to inflation

Investment shares

 

 

S/(000)

S/(000)

S/(000)

 

 

 

 

 

Investment shares

372,320

1,489

260

1,749

Investment shares held in treasury

(30,988)

(124)

(3)

(127)

 

__________

_________

_________

_________

 

341,332

1,365

257

1,622

 

__________

_________

_________

_________

The Company is permitted to issue additional shares for a total value of S/260,000, as a result of the restatement of the investment shares for inflation at December 31, 2004.

(c) Additional capital -

The additional capital of the Company includes the following as of March 31, 2006:

- The premium received on the issuance of Series B common shares for S/546,835,000

- The income from the sale of ADR for S/30,286,000, and

- The difference between constant nominal values of treasury shares (common and investment), held by the subsidiary Condesa, and the adjusted cost of such shares for S/32,613,000.

(d) Legal reserve -

According to the Ley General de Sociedades (General Corporations Law), a minimum of 10 percent of distributable income in each year, after deducting income tax, shall be transferred to a legal reserve, until such reserve is equal to 20 percent of capital stock. This legal reserve may be used to offset losses or may be capitalized; however, if used to offset losses or if capitalized, the reserve must be replenished with future profits.

 

(e) Declared dividends -

The information about declared dividends as of March 31, 2006 and 2005 is as follows:

Meeting/Board

Date

Declared dividends

Dividends

per share

 

 

S/

S/

Dividends 2005

 

 

 

Mandatory annual shareholder's meeting

March 31, 2005

80,623,000

0.58

Less - Dividends paid to Condesa

 

(6,198,000)

 

 

 

_________

 

 

 

74,425,000

 

 

 

_________

 

Dividends 2006

 

 

 

Mandatory annual shareholder's meeting

March 30, 2006

99,451,000

0.72

Less - Dividends paid to Condesa

 

(7,624,000)

 

 

 

_________

 

 

 

91,827,000

 

 

 

_________

 

The declared dividends of the first quarter of 2006 will be available to the shareholders in May 2006 and are presented in the caption "Dividends and other current liabilities" as of March 31, 2006.

(f) Cumulative translation loss -

This amount corresponds to the exchange differences that arise as a result of applying the methodology described in Note 2(f) of the consolidated audited report as of December 31, 2005, when translating the financial statements of Yanacocha and Cerro Verde from U.S. dollars to Peruvian Nuevos Soles. These exchange differences will be presented in equity until the investment of Buenaventura is disposed of. The translation loss for the three-month period ended March 31, 2006 amounted to S/44,228,000 (loss by S/7,389,000 for the three-month period ended March 31, 2005). See note 6(c) and 6(g).

(g) As explained in note 1(a), with the purpose of making comparative the consolidated financial statements reported for the three-month periods ended March 31, 2005, the Company made the following changes:

    • Has given retroactive effect as of January 1, 2005 to the change in accounting principle due to stripping costs, recorded in June 2005, see note 1(a).
    • Has given retroactive effect as of January 1, 2005 to the recognition of the investment in Cerro Verde under the equity method, made in December 2005, see note 6(f).

Following, we describe the effect of the changes made as of January 1, 2005:

 

Retained

earnings

Cumulative

transaction

loss

Cumulative unrealized gain on investments in shares carried

at fair value

 

S/(000)

S/(000)

S/(000)

 

 

 

 

Balance as of January 1, 2005, before changes

734,059

(148,513)

256,331

Cumulative effect of change in accounting principle due to stripping costs

(10,416)

-

-

Effect of recognizing Cerro Verde's investment under the equity method, carried previously at its fair value

75,680

(10,348)

(256,043)

 

_________

_________

_________

 

 

 

 

Balance as of January 1, 2005, after changes

799,323

(158,861)

288

 

_________

_________

_________

9. Deferred income tax and workers' profit sharing, net

The deferred income tax and workers' profit sharing asset mainly includes an effect of S/323,329,000 from the deferred revenue from sale of future production and of S/11,119,000 from the officers' compensation accrual (S/245,982,000 and S/12,796,000 as of December 31, 2005 respectively).

 

The amounts of tax and workers' profit sharing expenses presented in the consolidated statements of income for the three-month periods ended March 31, 2005 and 2006 consist of:

 

2005

2006

 

S/(000)

S/(000)

 

 

 

Workers' profit sharing

 

 

Current

(4,817)

9,482

Deferred

(1,515)

(17,375)

 

________

________

 

 

 

 

(6,332)

(7,893)

 

________

________

 

 

 

Income tax

 

 

Current

(25,503)

45,994

Deferred

(5,224)

(59,974)

 

________

________

 

 

 

 

(30,727)

(13,980)

 

________

________

10. Transactions with affiliated companies

(a) As a result of the transactions presented in the paragraph below, the Company has the following accounts receivable from affiliated companies:

 

As of
December 31,
2005

As of
March 31,

2006

 

S/(000)

S/(000)

 

 

 

Minera Yanacocha S.R.L.

65,666

55,053

Others

372

1,177

 

_________

_________

 

 

 

 

66,038

56,230

 

_________

_________

 

(b) The Company had the following transactions with its affiliated companies:

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

Chaupiloma is the legal owner of the mineral rights on the mining concessions exploited by Yanacocha, and receives a 3 percent royalty on the net sales of Yanacocha. During the three-month period ended March 31, 2006, the royalties earned amounted to S/43,798,000 (S/32,871,000 for the three-month period ended March 31, 2005) and are presented as "royalties income" in the consolidated statements of income.

Compañía Minera Condesa S.A. ("Condesa") -

During the three-month period ended March 31, 2006 Yanacocha paid cash dividends to Condesa of S/131,644,000 (S/42,677,000 for the three-month period ended March 31, 2005).

Buenaventura Ingenieros S.A. ("Bisa") -

Since March 2002, Buenaventura Ingenieros S.A. enters into annual master agreements with Yanacocha to perform functions related to planning, monitoring and administrating the infrastructure projects, as well as analysis, studies and work plan design required by Yanacocha in its operations. On January 1, 2005 these entities signed the service contract GEN-005/05 effective for a period of two years. This master agreement set different work orders, which contain specific requirements from the client.

For the three-month period ended March 31, 2006, the revenues related to this service contract amounted to approximately S/4,322,000 (S/1,910,000 for the three-month period ended March 31, 2005), and is presented in the caption "net sales" of the consolidated statements of income.

Consorcio Energético de Huancavelica S.A. ("Conenhua") -

In November 2000, Conenhua signed an agreement with Yanacocha for the construction and operation of a 220 kw transmission line between Trujillo and Cajamarca, a 60 kw transmission line between Cajamarca and La Pajuela, and the Cajamarca Norte substation; this agreement also encompassed activities necessary to enlarge the Trujillo substation. Pursuant to this contract, the construction work finished in October 2001. Concurrently, Yanacocha and the Company signed a 10-year agreement covering electric energy transmission and infrastructure operation beginning November 2001. In exchange for Buenaventura operating and managing the transmission project, Yanacocha will pay an annual fee of US$3.7 million. During the three-month period ended March 31, 2006, the fees amounted to approximately S/3,223,000 (S/3,152,000 for the three-month period ended March 31, 2005) and are presented in the caption "net sales" of the consolidated statements of income.

 

11. Derivative financial instruments

(a) Derivative contracts

Buenaventura holds contracts of derivative instruments with the intention to hedge the fluctuations in metal prices; however, the Company does not meet all the criteria stated in IAS 39 to account for the derivative instruments as cash flow hedges.

As explained in the paragraph (b) below, the Company modified the terms of the remaining gold derivative contracts in order to qualify them as normal sale contracts. The table below presents a summary of the silver derivative contracts outstanding as of March 31, 2006:

Metal

Quantity (ounces)

Price ranges

Period

 

_____________________________

 

 

 

Minimal

Maximum

(US$/Oz)

 

 

 

 

 

 

Gold

277,500 (i)

397,500

327 a 345

April 2006 - July 2011

Silver

125,000 (ii)

250,000

6.00

April 2006 - August 2006

(i) It corresponds to put options, which fair value as of March 31, 2006 is cero, according to international gold market quotations.

(ii) Guaranteed with a minimum price of US$6.00 per ounce (only and when silver price is above US$4.00 per ounce).

During the three-month period ended March 31, 2006, Buenaventura recognized losses of S/43,876,000 (gain of S/15,821,000 for the three-month period ended March 31, 2005) due to the changes in fair value occurred during those periods. These amounts are presented in the caption "Loss from change in the fair value of derivative instruments" in the consolidated statements of income.

In addition, the liability presented in the consolidated balance sheets for S/4,464,000 corresponds to the fair value of derivative instruments of Buenaventura as of March 31, 2006 (S/59,138,000 and S/168,017,000 as current and non-current portions, respectively, as of December 31, 2005).

 

(b) Normal sale contracts of gold -

During 2006, 2005 and 2003, Buenaventura modified the terms of all gold derivative instruments contracts in order to qualify them as normal sale contracts. As of March 31, 2006, the settled values for these contracts amounting to S/164,646,000 and S/772,414,000, as current and non-current portions, respectively are presented as "deferred income from sale of future production" in the consolidated balance sheets (S/107,079,000 and S/613,791,000 as current and non-current portions as of December 31, 2005). Since this date, such amount is credited to income as delivery of the committed ounces of gold occurs.

Movement of the deferred income from sale of future production for the three-month period ended March 31, 2006, is shown bellow:

 

Committed ounces of gold

Deferred income from sale of future production

S/(000)

Beginning balance

1,981,000

720,870

Transfer from derivative instruments to deferred income from sale of future production

340,000

258,911

Realized income from sale of future production

(97,000)

(42,721)

 

_________

_________

Ending balance

2,224,000

937,060

 

 

 

Less- Non - current portion

(1,841,000)

(772,414)

 

_________

_________

 

 

 

 

383,000

164,646

 

_________

_________

As of March 31, 2006 Buenaventura is committed to sell 2,224,000 ounces of gold at prices ranging up US$451 per ounce until October 2012.

 

 

12. Basic and diluted earnings per share

The computation of the basic and diluted earnings per share for the three-month periods ended March 31, 2005 and 2006 is presented below:

 

2005

2006

 

S/

S/

 

 

 

Net income

216,250,000

419,927,000

 

 

 

Shares (denominator)

127,236,219

127,221,164

 

__________

__________

Basic and diluted net income per share

1.70

3.30

 

__________

__________

The number of shares to be used as the denominator in the calculation of basic and diluted earnings per share for the three-month periods ended March 31, 2005 and 2006 was determined as follows:

 

2005

2006

Common shares

137,444,962

137,444,962

Investment shares

372,320

372,320

 

___________

___________

 

137,817,282

137,817,282

Less - Treasury shares

(10,581,063)

(10,596,118)

 

___________

___________

 

 

 

 

127,236,219

127,221,164

 

___________

___________

13. Obligations and contingencies

Taxation

The tax authorities are legally entitled to review and, if necessary, adjust the income tax calculated by the Company during the four years subsequent to the year of the related tax return filing. The income tax and value added tax returns of the following years are pending review by the tax authorities:

Entity

Years open to review by tax authorities

Buenaventura

2001, 2002, 2003, 2004 and 2005

Buenaventura Ingenieros S.A.

2001, 2002, 2003, 2004 and 2005

Compañía de Exploraciones, Desarrollo e Inversiones
Mineras S.A.C. - CEDIMIN

2001, 2003, 2004 and 2005

Compañía Minera Condesa S.A.

2002, 2003, 2004 and 2005

Compañía Minera Colquirrumi S.A.

2001, 2002, 2003, 2004 and 2005

Consorcio Energético de Huancavelica S.A.

2001, 2002, 2003, 2004 and 2005

Contacto Corredores de Seguros S.A.

2001, 2002, 2003, 2004 and 2005

Sociedad Minera El Brocal S.A.A.

2001, 2002, 2003, 2004 and 2005

Inversiones Mineras del Sur S.A.

2002, 2003, 2004 and 2005

Minas Conga S.R.L.

2001, 2002, 2003, 2004 and 2005

S.M.R.L. Chaupiloma Dos de Cajamarca

2002, 2003, 2004 and 2005

Minera La Zanja S.R.L.

2004 and 2005

Minas Poracota S.A.

2005

Minera Minasnioc S.A.C.

2004 and 2005

The income tax of Buenaventura for 2000 was reviewed by the Tax Administration. As a consequence, Buenaventura received an assessment that reduced the tax loss carry forward in S/114,001,000 as of December 31, 2000. The main issue is that the Company considered certain revenues (dividends and equity participation) as taxable for determining the tax loss carry forward. In opinion of the Company's management and legal advisors, the assessment does not have solid grounds. Therefore, it is expected that the Company obtains a favorable opinion in the administrative process initiated against the assessment.

The 2002 income tax of Cedimin was reviewed by the Tax Administration. As a consequence, Cedimin received an assessment that modified the tax loss carry forward. The main issue is that Cedimin considered the loss from the sale of its shares in Minera Huallanca S.A.C. and Minera Yanaquihua S.A by S/27,129,000 as deductible. In opinion of Cedimin's management and legal advisors, such assessment has no solid grounds and therefore, it is expected that Cedimin obtains a favorable opinion in the administrative process initiated against the assessment.

Additionally, the 2000 and 2001 income tax of Condesa was reviewed by the Tax Administration. As a consequence, the Company received tax assessments that reduced the tax loss carrryforward by S/1,360,000 in 2000 and by S/16,987,000 in 2001. In both periods, the main issue was that Condesa considered certain revenues - dividends and equity participation - as taxable for determining the tax loss carryforward. In opinion of Condesa's legal advisors, such assessment has no solid grounds and therefore, it is expected that Condesa obtains a favorable opinion in the administrative process initiated against the assessment.

 

Due to various possible interpretations of current legislation, it is not possible to determine whether or not future reviews will result in tax liabilities for the Company. In the event that additional taxes payable, interest and surcharges result from tax authority reviews, they will be charged to expense in the period assessed and paid. However, in Management's and legal advisory opinion, any additional tax assessment would not be significant to the consolidated financial statements as of December 31, 2005.

Environmental matters -

On July 6, 2004, the Peruvian Congress enacted the Law N'28271 "Law that Regulates the Environmental Liabilities for the Mining Activity". This law has the purpose to regulate the identification of environmental liabilities of mining activities and the financing to restore the affected areas. According to this law, an environmental liability corresponds to the impact caused to the environment by mining activities, Buenaventura's management is performing an inventory in areas currently abandoned or inactive in which the company previously carried-out exploitation activities, in order to determine what activities are necessary. In Buenaventura's management opinion, the impact of these obligations is not significant for the financial statements as of March 31, 2006.

14. Statistical data

Statistical data of the Company related to the volume of inventories sold and average sale prices by product for the three-month periods ended March 31, 2005 and 2006 are as follows:

(a) Volumes sold:

 

For the three - month periods

ended March 31,

_______________________________

 

2005

2006

Gold

85,228 Oz

100,120 Oz

Silver

3,250,029 Oz

4,030,366 OZ

Lead

6,830 TM

7,838 TM

Zinc

12,536 TM

12,981 TM

Copper

23 TM

33 TM

 

(b) Average sale prices:

 

For the three - month periods

 

ended March 31,

 

_______________________________

 

2005

2006

 

US$

US$

Gold

375.90/Oz

344.36/Oz

Silver

6.94/Oz

9.70/Oz

Lead

978.75/TM

1,225.96/TM

Zinc

1,246.86/TM

2,139.91/TM

Copper

3,268.89/TM

4,924.86/TM

15. Explanation added for English language translation

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

 Signature

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

Compañía de Minas Buenaventura S.A.A.

 

/s/ CARLOS E. GALVEZ PINILLOS

Carlos E. Gálvez Pinillos

Chief Financial Officer

 

Date: May 31, 2006