BUENAVENTURA INGLESok 2005
Transcription
BUENAVENTURA INGLESok 2005
Contents 2 Letter to shareholders 5 Operations 9 Health, safety, environment and community 12 Subsidiaries and affiliates 18 Explorations 21 Financial, economic and corporate matters report 23 Management analysis and discussion 32 Financial statements 68 Corporate information Solid operating and financial results Annual Report 2005 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. is a leading mining company producing precious metals and holding mining rights in Peru. Since its inception in 1953, Buenaventura has focused on exploration and exploitation activities on its own and through joint ventures. Buenaventura is also an important shareholder of Minera Yanacocha S.R.L., the leading gold producer in Latin America, and Sociedad Minera Cerro Verde S.A.A, an important copper company in Perú, and ranks amongst the world’s top ten precious metals producers. This document contains true and sufficient information regarding the business development of Compañia de Minas Buenaventura S.A.A. during year 2005. Without detriment to the issuer’s liability, the undersigned assume full responsibility for its content in conformity with the applicable legislation. Roque Benavides Ganoza Carlos E. Gálvez Pinillos President and CEO Vice - President and CFO 1 CHAIRMAN’S LETTER governance practices, which have maintained constant contact with our shareholders, while carrying out activities in the most open and transparent manners possible. We also believe that the strategy of standardizing the rights and obligations of the two classes of shares that we had in 1996 by replacing them with one, “common” class of shares has significantly contributed to an increase in Buenaventura’s share value and liquidity. Dear Fellow Shareholders, Nearly a decade ago, on May 15, 1996, to be precise, Buenaventura listed its shares on the New York Stock Exchange. As mentioned in our 1996 Annual Report, May 15th was indeed a memorable day for all of us who work at Buenaventura. After 43 years in the mining industry, we became the first Latin American mining company to trade on the New York Stock Exchange. Just as significant as being listed on the prestigious NYSE, or perhaps more important, was the favorable response by investors who enthusiastically purchased the Buenaventura’s American Depository Receipts (ADRs). Results from operations have been good, not only as a result of higher international precious metals prices for the specific metals we produce, but also due to our increased levels of production and the promising results of our successful explorations campaigns. These have resulted in the discovery of additional ore tonnages, which are considerably greater than those extracted during the year translating into higher reserves in three of our mines: Julcani, Orcopampa and Uchucchacua. Today, at the time of drafting this letter for the 2005 Annual Report, we can say with great satisfaction that our shares have been widely accepted by the market and the price of our shares has gained considerably. On the occasion of our 10th anniversary on the NYSE, we were invited for a second time– the first was in 2003 when Buenaventura S.A.A. celebrated its golden jubilee – to ring the NYSE’s Closing Bell to mark the closing of trading on March 6, 2006. We accepted the invitation with great pride, and wish to express our gratitude to the New York Stock Exchange’s Management for this gesture of recognition. Special mention should be made to the construction of the hydro-metallurgical circuit for the complementary treatment of ore from Uchucchacua, the completion of which is scheduled for the first quarter in 2006. In fact, we expect to have it fullyoperational by the time this Annual Report reaches our shareholders. At the beginning of 1996 the price of gold, our main product, was already approaching the US$ 400 / oz mark, which means that the increase we see today in our share price cannot be attributed only to a rise in the price of our products. In our opinion, the increase in our stock price is mainly the result of two factors: First, the prudent management of operations, discussed in greater detail later on in this Annual Report, has resulted in a progressive production increase, and secondly, it is a reflection of the result of meticulous corporate In connection with our search for technological innovations for the complementary treatment of these minerals, we have already had the opportunity to experiment with the hydro-metallurgical process using oxidized ores with promising results. We subsequently proceeded to review the old mine workings where we stopped exploitation work upon encountering oxides that were not amenable for flotation. It would appear that we have large reserves of these oxide types, which can now be treated using this new circuit. 2 BOARD OF DIRECTORS Alberto Benavides Q., Chairman of the Board Norman Anderson L. Roque Benavides G. Luis Coleridge A. Felipe Ortiz de Zevallos M. Aubrey L. Paverd Carlos Plenge W. (until March 2005) Germán Suárez Ch. (as from March 2005) Buenaventura’s ADS Performance We think that it is of interest to our shareholders to know that throughout the course of the last five years, our Chipmo mine in Orcopampa has reached a cumulated production of over one million ounces of gold – undoubtedly a milestone for any gold mine. The additional discovery of new reserves in the Chipmo mine, our main producer, apart from other interesting projects in its surrounding areas, have transformed this operation into an entire mining district with enormous potential for the future. Of immediate interest is the development of the Poracota area, 20 kilometers west of Orcopampa. The Explorations chapter offers a more detailed description of our findings in Poracota. We shall only venture to say in this letter that we expect to commence exploitation activities in this deposit by mid-2006, and this should contribute to further increases in our production. Initially it will be a smallscale operation, designed to grow gradually in the future. us to test different alternatives to process the minerals found in this area. As our shareholders are well-aware, these minerals are complex and typically contain high levels of arsenic, which need to be eliminated in an environmentally-friendly manner. The subsidiary companies through which Buenaventura manages its production activities have functioned according to the pre-established programs. In this context, Sociedad Minera El Brocal’s performance has been particularly successful: production not only increased dramatically, but was also boosted in value terms due to high silver, lead and zinc prices. Thanks to profitable financial results, the Company was able to complete the construction of a 800m ramp as part of the Marcapunta Oeste ore deposit development program. Minera Yanacocha, is of the belief that this extraordinarily high output cannot and should not be maintained – and we agree. We believe that production levels should be reduced in Minera Yanacocha to target an average of approximately 2.5 million oz of gold, while focusing on the installation of a plant to treat sulfide gold ores as soon as possible. Minera Yanacocha has already approved the construction of this plant, and it represents an important project insofar as it will extend the life of the mine for many more years to come. Minera Yanacocha S.R.L., (43.65% Buenaventura) operated by Newmont Mining Co. (51.35%) produced 3,333,088 oz gold in 2005. We are very pleased to inform our shareholders that our auditors at Ernst & Young consider our condition as a “parent company”, by virtue of our 18.3% interest in Minera Cerro Verde, to be of “significant influence”. As a consequence, as of fourth quarter 2005, Cerro Verde’s financial results have been included in our Financial Furthermore, the reporting period saw the completion of a processing plant to treat copper ore with a 1000 tpd capacity at El Brocal. This should be in operation by mid–2006, and allow us not only to capitalize on high copper prices, but perhaps more important, will permit 3 US$ Annual Price of Silver Annual Price of Gold Statements under “equity participation”. The Cerro Verde ore deposit has mineral reserves in the order of 1,500 million tons of copper ore and promises to be a highly profitable investment for Buenaventura. is another heartening step forward. We hope that these negotiations not only come to a happy end, but also are concluded in the very short-term, hopefully before the upcoming Presidential elections. Apart from Buenaventura, Cerro Verde’s other shareholders are: Phelps Dodge (53.6%), Sumitomo (21%), and a number of local shareholders who hold approximately a 7.2% interest. As can be appreciated so far, the country’s economic situation is highly satisfactory, and we expect that it will continue to be so in the future. Notwithstanding all the good news, the upcoming general elections scheduled to take place in April of this year have brought a temporary sense of uncertainty with respect to the political future of the country. However, this is a relatively normal occurrence in most pre-election seasons. Nevertheless, we are confident that whatever the outcome of these elections, the country’s economy will continue its upward trend, and that it will at least match, if not improve, the pace of growth experienced over the course of the last five years. The Peruvian economy grew at a rate of 6.7 % in 2005. Perhaps, more important than the annual growth is the fact that since 2001, the Peruvian economy has grown at a constant rate of over 4% per year during the last five years. 2005 inflation averaged 1.5% and foreign currency reserves at the Banco Central de Reserva reached a record high of 14,097 million U.S. Dollars. The fiscal deficit is estimated to be in the order of 0.4% of GDP, which signifies that in its totality, the economic scenario is gratifying, and we hope that this trend will continue into the future. In closing, we would like to express our heartfelt thanks to each and every one of our workers, engineers and all of our collaborators for their dedication and enthusiasm in their day-to-day work. The construction of the Camisea gas pipeline, transporting gas from the Peruvian jungle to the coast has been completed. It is expected that final completion and operation of this ambitious project will have the effect of tilting the hydrocarbon balance which to date has been grossly deficient – by reversing it until it shows a surplus. We would also like to take this opportunity to express our sincere gratitude to our shareholders for their unfailing support and interest in our business activities. Xstrata’s involvement in the Las Bambas copper ore deposit in southern Peru and CVRD’s participation in the Bayovar phosphate deposit in the north of the country is very encouraging. The participation of Río Tinto in the copper ore deposit of La Granja is likewise very welcome. On another note, the agreement reached with respect to the Free Trade Agreement between Peru and U.S.A Alberto Benavides de la Quintana Chairman of the Board 4 OPERATIONS Uchucchacua, Tunel Principal level 4450 In 2005, the Uchucchacua, Orcopampa and Julcani mineral containing 73,067,085 oz silver and 663,666 mining units together produced 1,348,011 DST of ore, oz gold, increases of 34.62 %, 36.05 % and 17.57 % recovering 11,602,470 oz of silver and 233,222 oz of respectively. gold. These figures, when compared with 1,285,178 DST UCHUCCHACUA of ore, 10,949,495 oz of silver and 211,447 oz of gold produced in 2004, represented an increase of 4.89 % of ore milled, 5.96 % silver content and 10.30 % gold Total tons milled at our Uchucchacua mine amounted content. to 813,220 DST, mainly from the Socorro (Socorro vein and Giovanna and Eliana ore bodies), Carmen (Rosario, During 2005, we continued to carry out the intense Mónica, Eva María and Rubi ore bodies) and explorations and development campaign, originally set Huantajalla (vein 4 A, Marión ore body and Edith) by management, which mainly focused on the deeper areas, producing 30,647 DST of concentrate with levels of these three mines. Results were very 10,213,794 oz of silver content (3.88% more than the encouraging and reserves were increased. High grade previous year), 8,067 DST lead and 6,553 DST zinc, gold ores continue at depth in Orcopampa’s Nazareno compared with 795,036 DST of mineral, 9,832,393 oz and Prometida veins, while new ore bodies were of silver, 8,042 DST of lead and 7,477 DST of zinc discovered (Edith and Eva María) with high silver grades reported in 2004. in the Uchucchacua mine. Reserves at year-end 2005 totaled 5,423,760 DST Work on the construction of a cyanidation plant at with 16.38 oz/ST of silver, which translates into Uchucchacua commenced in 2005 to increase the 88,850,722 oz of silver and reflects a 31.77% increase mine’s production of silver. over 2004, where we reported 67,428,304 oz silver contained in 3,961,710 DST with 17.02 oz/ST of Exploration work was also carried out at the brownfield silver. These reserves include oxides (174,681 DST projects Pozo Rico and Mallay in Uchucchacua, Layo in with 21.70 oz/ST of silver), and zinc ore (105,419 DST Orcopampa and at Recuperada, where we are currently with 1.80 oz/ST of silver, 2.10 % of lead and 9.20 % finding economic ore. of zinc) from the Casualidad areas (Bonnie veins and ore bodies). Total reserves as of December 31, 2005 for the Orcopampa, Uchucchacua, Recuperada and Julcani New reserves (2,100,589 DST), were primarily found in mines as well as the Pozo Rico and Layo prospects the Giovanna and Eliana ore bodies located in the reported 7,254,385 DST of ore with 99,407,406 oz of Socorro area, from the Edith and Charo ore bodies silver and 780,278 oz of gold, a significant increase located in the Huantajalla area and from the Bonnie ore over 2004, where we reported 5,388,680 DST of body located in the area of Casualidad. 5 Uchucchacua, Cyanidation plant Oxide resources have also been estimated in addition leach tests using high grade silver oxides mined from to the above-mentioned reserves. These resources will the upper stopes of the Carmen and Socorro mines. become reserves as we advance with the development These tests have shown that, although this mineral is of the higher levels of the mine. by nature refractory to the flotation process, it does respond to cyanidation with relative ease, producing At the Carmen mine, work has commenced to deepen silver recoveries in the order of 60% to 80%. In the light the main shaft down to the level 3985. A second stage of this new possibility we decided to install a crushing will continue deeper down until reaching the level 3940. and milling circuit for processing this mineral and to The plan to construct the ramps at the Carmen and expand the capacity of the cyanidation circuit. Upon Socorro mines and establish a level at 4000 via a 900m completion, this facility will simultaneously treat the long crosscut running from the main shaft to the Luz bulk concentrates obtained from flotation and the shaft will also continue. oxidized mineral. Our record-high production of 10,213,794 oz of silver Exploration work was carried out via drilling and/or was made possible in great measure due to the underground workings in Uchucchacua’s brownfield implementation of new flotation cells in the zinc, silver/ projects (Pozo Rico, Anamaray and Mallay). These lead concentrate cleaning processes, in addition to have produced promising results. Measured ore putting into operation of a continuous flow analyzer. reserves in Pozo Rico totaled 265,855 DST, containing From the moment the flow analyzer was installed, it has 16.64 oz/ST of silver, 0.52% lead of and 0.90% of zinc. enabled us to maintain silver/lead concentrate grades of over 330 oz/ST of silver, recovering more than 70% Drill holes at Anamaray have intercepted four lead, silver of silver in the concentrates themselves, while reducing and zinc structures. Drill hole DDH AN-05-05 intercepted the consumption of reagents by 20%. two major structures, one measuring 4.75m wide, with 3.09 oz/ST of silver, 0.70% of lead and 9.36% of zinc, and In February 2005, work on the construction of the new the other measuring 1.35m wide with 41.33 oz/ST of silver cyanidation circuit was begun. This new process, silver, 0.33% of lead and 1.00% of zinc. Drill hole DDH scheduled to enter into operation in March 2006, will AN-06-05 intercepted two stretches, one measuring allow us to recover an additional 6% to 8% of silver in 0.85m wide, with 9.16 oz/ST of silver, 1.2 % of lead and the form of bars. At first thought, the idea was to 2.40% of zinc, and the other measuring 0.55m wide with produce bulk concentrate using the tailings produced 1.52 oz/ST of silver, 0.03 % of lead and 9.00 % of zinc. by the silver/lead flotation process and then cyanideleach to extract the silver for its subsequent The drilling campaign in Mallay was successfully precipitation and casting into bars. Throughout the completed and produced encouraging results. course of the year we carried out a number of cyanide- Exploration work included a 300m crosscut towards 6 Underground mine drilling Manto Izguiz at level 4420. Estimated resources in this There is also the chance of finding new reserves in the structure amount to 475,760 DST with 6.30 oz/ST of East and West extensions of the Nazareno and Prometida silver, 4.80% of lead and 9.80% of zinc. vein alignment between levels 3540 and 3300. ORCOPAMPA Explorations at Layo were also very encouraging. This deposit offers interesting prospects for finding new Total tons milled at Orcopampa were 461,091 DST with reserves in sulfides (gold, copper and silver), since 0.53 oz/ST of gold and 0.30 oz/ST of silver, signifying diamond drill tests carried out in the northern sector that production for the reporting year closed at 233,182 have intercepted three good structures (0.75m with oz of gold in bars, which is a10.31% increase over the 12.52 oz/ST of gold, 0.70 oz/ST of silver and 0.02% of 211,388 oz of gold contained in the 431,242 DST of copper; 0.45m with 0.03 oz/ST of gold, 18.3 oz/ST of mineral reported for 2004. silver and 4.46% of copper; 0.80m with 0.64 oz/ST of gold, 21.65 oz/ST of silver and 3.41% of copper. New Total reserves were 773,306 oz of gold, contained in reserves found during initial workings in 2005 were 1,137,215 DST of mineral with 0.68 oz/ST of gold and 0.27 20,875 DST with 0.33 oz./ST of gold, 2.47 oz/ST of silver oz/ST of silver, representing an overall increase of 16.52% and 0.30% of copper. compared with the 663,666 oz gold reported for 2004, contained in 1,080,890 DST with 0.61 oz./ST of gold and Metallurgical tests on diamond drill cores suggest that 0.25 oz/ST of silver. New reserves accounted for 517,416 this ore is apt for flotation. In the second quarter of 2005, DST and mainly came from the Nazareno (Level 3490), bulk samples were sent for metallurgical assaying Prosperidad (Level 3440), Lucy Piso (Level 3590) and obtaining concentrates with high grade of silver, gold Prometida R 1 (Level 3490) veins. The construction of and copper with recovery rates ranging between 80% ramps by G&M permitted easier access to the areas, to and 90%. Metallurgical research work will continue as develope the lower levels, thereby increasing reserves. to establish optimum operational parameters for the flotation circuit in Orcopampa’s concentration plant The positive results produced by the underground mine which is currently available for use and rated to treat workings and diamond drills, suggest that up to 1,200 DST/day.The crushing and milling processes mineralization in the Prometida and Nazareno veins require adaptation to this end. This plant could also continue at depth towards the East, at least until level treat ore from Poracota. 3300.This information in turn leads us to determine that JULCANI the vertical length of mineralization lies in the order of 550m. In this context it is important that we continue to develop ramps and shafts until reaching that level in This mining unit milled a total of 73,700 DST of mineral order to define and further increase our reserves. ore with 18.80 oz/ST of silver and 2.02% of lead, 7 recovering 1,302,596 oz of silver proceeding mainly Regarding the Recuperada area, exploration activities from the Acchilla 2, Acchilla 7B, Manto and Jesus veins focused on the Esperanza area to search for new of the Acchilla mine. This represents an increase of reserves that might justify resuming mining operations. 27.74% with respect to the 1,019,743 oz of silver As of December 31, 2005 we measured 143,190 DST of produced as a result of the 58,900 DST milled in 2004. accessible mineral with 10.37 oz/ST of silver, 2.78% of lead, 4.98% of zinc, (including the Esperanza, Camucha Reserves at year-end 2005 totaled 168,585 DST with and Pilar veins), compared with 110,555 DST of mineral 21.95 oz/ST of silver and 1.60% of lead, compared with with 8.31 oz/ST of silver, 3.03% of lead and 5.35% of zinc, 102,625 DST, with 22.42 oz/ST of silver and 1.17 % of in 2004. Additionally, we estimated 94,905 DST with 6.19 lead reported for 2004. oz/ST of silver, 6.77% of lead and 4.86% of zinc in other areas ( Teresita Alta, Rublo Chico, Angelica and New reserves amounted to 139,660 DST, largely in the Escopeta), totaling 238,095 DST with 8.71 oz/ST of silver, Jesus, Manto, Acchilla 2, Maju and Chapi veins hosted 4.37% of lead and 4.93% of zinc. There are also resources in the Acchilla dome. that merit development totaling 109,770 DST with 8.50 oz/ST silver, 6.73% lead and 3.48% zinc. Exploration activities were continued in the Jesus vein at levels 390 and 420, where mineralization has On the other hand, non-reserve mineral reserves continued horizontally for a distance of roughly 500m. located in areas currently inaccessible in the lower We expect that it dips vertically for approximately 240m, sections of Teresita, were estimated to be in the order between levels 320 and level 560. of 605,185 DST, with 2.75 oz/ST of silver, 5.87% of lead and 8.20% of zinc. From these, 190,835 DST is proven- The Acchilla 2 and Manto veins are also expected to probable ore and 414,350 DST is prospective mineral plunge deeper to level 560, and will require the indicated by drill holes. construction of a new shaft on crosscut 986 S, of level 460, down to at least level 560. In order to ensure the In the Hallazgo area, there is a group of veins with silver, feasibility of this, it will be necessary to cut vertical drill lead and zinc mineralization emplaced by a dioritic holes in the section where the new shaft (possible intrusive. Exploration in search of new reserves will be volcanic neck) would be built. prioritized here. In view of the encouraging results obtained from the Remnants of old mine workings in the areas of exploration work conducted on the Acchilla dome veins, Carhuancho and Trapiche, together with information on we have begun to explore other structures in the mining activity of this particular area in colonial times, Condoray – Taype domes, as well as in the area between would appear to make Recuperada’s brownfields a these two domes and Acchilla. priority target worth studying and exploring. 8 HEALTH, SAFETY, ENVIRONMENT AND COMMUNITY RELATIONS (HSEC) SAFETY Some of these activities included: safety audits conducted by a renowned international company; Unfortunately, 2005 was characterized by a rise in contracting experts in geomechanics; workshops disabling and fatal accidents in workplace. We are taking organized by professionals in this particular field a series of measures to prevent this from occurring directed at workers on family and job-related issues; again in the future. participation of our mining squads in the 2nd National Rescue Competition; educational trips of The three main causes of accidents affecting our mines mining engineers to the USA’s Mining Safety and projects were rock blasting, road accidents and Academy and trips to visit operations in Mexico. rockslides. We are now implementing intensive safety Buenaventura also acquired equipment to carry out campaigns designed to prevent these incidents. electromagnetic inspections of shaft cables and others. Throughout the course of 2005 we continued to implement an intensive program of activities aimed at The company considers that every accident is achieving a culture of safety at all levels. It is thanks to preventable and will make its best effort to reach and this that we have managed to meet our company’s maintain a goal of zero accidents in all mining Safety and Environment objectives. operations and projects. 9 Paton, environmental activities ENVIRONMENT Our contributions are channeled through agreements with local and regional governments. With respect to energy, we are supporting the execution of studies and initiatives related to rural electrification to benefit towns and settlements located in the areas surrounding our mining operations and projects. This is done through agreements with the communities themselves and the respective local and regional governments. During 2005, we continued to carry out our mining activities in accordance with the Environmental Management System (EMS) and ISO 14001 standards in all of our operations. The EMS was revalidated in the Uchucchacua mine and re-certified in Orcopampa, through the active participation of Germanischer Lloyd. At Julcani, with the support of Qualitas Consultores, we are beginning to implement the EMS as part of the site’s Closure Plan. 2 Water and Forestation Company policy on the use of water enforces maximum optimization in the productive process. Permanent recirculation of water has made it possible for us to reduce our water consumption in the productive process. The company has also supported the surrounding villages by helping them with infrastructure and by installing potable water systems. With regard to forestation, Buenaventura has established a number of nurseries in conjunction with the communities, authorities and local governments. The idea is to reach mutually beneficial agreements designed to contribute to the improvement of the people’s living conditions. We have amended and drafted the Mine Closure Plans at feasibility level for both the mining units and exploration projects, respectively. To this end, the company has entered into agreements with experienced specialist companies that are duly authorized to undertake such work by Peruvian mining authorities. Once completed, these Plans will be submitted to the Ministry of Energy and Mines during the second and third quarter 2006. Environmental permits have been obtained or renewed for a number of different exploration projects, some of which are due to commence activities and others whose permits had expired. 3 Agro-Industry and Tourism COMMUNITY RELATIONS We are fully aware that mining activity, typically located in sites at over 3,500 m.a.s.l., will not meet the population’s demand of job opportunities single-handedly. It is for this reason that our efforts are focused on promoting and improving activities related to farming, camelide-raising, stockraising (for meat and dairy) and activities designed to teach people to work with camelide fibers for the textile industry. The important thing is to improve the quality and design of the products they offer. Another highly promising line of business is the ecological fur industry. Ecotourism and experienced tourism are both In 2005, Buenaventura has worked with communities in accordance with the company’s sustainable development policy and following four main lines of work: 1 Infrastructure communications) (roads, energy and Regarding road infrastructure, we have supported a series of projects to rehabilitate rural and main roads. 10 gaining more and more popularity, as many places of interest also offer hot-springs, as well as other natural attractions. In these projects, the company plays the part of a strategical partner, supporting the effort by providing services and materials. Peasant Community of Chinche Tingo, we were able to complete the implementation of a milk miniplant to industrialize the area’s milk production. Another contribution made by Buenaventura, included Brown Swiss cattle to improve the genetics of the local stock, thereby producing better yields. 4 Health, Nutrition and Education In a concerted effort with the Ministry of Transport (Provias), and other companies with operations in the basin (Raura, Los Quenuales), we are supporting the work to refurbish the Sayán–Oyón road. These projects also include providing maintenance to the road that connects Uchucchacua with Cerro de Pasco and other rural roads. Buenaventura also participates with the community via supporting initiatives geared towards constructing and improving rural schools. Another line of action is directed towards improving the level of education, particularly in mathematics, in various schools in Huancavelica. This also entails organizing teacher–training courses to place more emphasis on subjects related to environmental protection and natural resources (especially in connection with the mining industry). A number of school grants have also been awarded. Work is continuing at Orcopampa too, under the framework of the agreement entered into with the Peasant Community of Orcopampa. The company provides support in the design of profiles for a series of projects created to benefit the community annexes. Agreements have been signed with the communities of Chilcaymarca and Umachulco, linked to the Orcopampa mine and the Poracota Project, respectively. Nutrition is a particularly worrisome concern in high altitude areas. Our intervention here is in concert with local authorities, with courses on ways to optimize the use of local foods, while encouraging the intake of dairy products. As far as health is concerned, Buenaventura offers support in the construction of medical posts together with the help of community members themselves. The company also works jointly with the medical posts and local authorities to organize health campaigns in the surrounding communities and villages. It is the State’s responsibility to provide basic medical coverage for the Peruvian people. Our role in this particular field is to aid the health sector in reaching those who most need it, within our area of influence and to the extent that it is reasonably possible. In Huancavelica, specifically in the area of Julcani– Recuperada, Buenaventura transferred the Huancavelica Land Transport Terminal and the Lircay Technological Institute to the local authorities. In spite of restrictions that limit the activities of a number of public institutions, we are continuing with the agreement to improve the Chincha – Huancavelica road. Total annual investment in community outreach projects amounted to US$1.47 million in addition to the payment of mining royalties, which amounted to US$ In the Uchucchacua area, and under the framework of the agreement signed by the Pozo Rico Project with the 2.78 million in the reporting period. 11 SUBSIDIARIES AND AFFILIATES Yanacocha, open pit operation MINERA YANACOCHA S.R.L. (43.65%) In-fill drilling in Marleny suggest the presence of oxides, the mining of which will eventually allow us In 2005, production at Minera Yanacocha achieved an to connect the open pit mines of Carachugo and all-time record of 3´333,088 oz Au. Yanacocha Sur. The actual cost per ounce produced increased slightly As mentioned in the Chairman’s Letter in the first from US$ 147 in 2004 to US$ 150 per once due to the pages of this Annual Report, Minera Yanacocha S.R.L. combination of rising costs of commodities and higher has approved the construction of its first plant to social and environmental expenditures. process sulfides and high grade gold ores. The project consists of grinding the ore through a single-stage Sales posted US$ 1,490 million compared with US$ semiautogenous mill that includes a cyanidation 1,250 million in 2004. Net profits accounted for US$ 525 circuit equipped with a counter-current thickening million, compared with US$ 390 million reported for system. The estimated investment for this project is year 2004 and cash flow from operations recorded US$ US$ 247.7 million and it is expected to begin 665 million, compared with US$ 543 million in 2004. operations in early 2008. We continue to explore in Chaquicocha and Antonio where gold in sulfides is being found. Total reserves for Minera Yanacocha S.R.L. as of December 31, 2005 increased when compared with those reported for the previous year, reserves were 32.6 Although still preliminary, drilling work in the Conga million oz in 2005 compared with 32.2 million oz as of project, carried out in the Gentiles porphyry, would year-end 2004, including oxides and sulfides (see appear to suggest that it is a major discovery. This still Exhibits 2 and 3). Oxide resources accounted for 8.6 has to be confirmed during the course of this year. million oz, compared with 5.9 million oz as of December The development of the Conga project, which comprises 31, 2004. a copper-gold porphyry located to the East of the Plans for 2006 include reducing the company’s gold property, has been continued and reserves have been production to 2.6 million oz of gold. This strategical increased by 3.1 million oz totaling 11.8 million oz in decision was taken as a consequence of the current reserves and 3.1 million oz in resources. Copper reserves level of production cannot be sustainable in the long- amount to 560,450 MT and resources 242,020 MT. Start- run. The company arrived at this conclusion after up of production at Conga is scheduled for 2011. considering the growing environmental and social restrictions affecting activities this past year, especially Annual investment in exploration in 2005 amounted to with respect to exploring in new areas and expanding US$ 19.3 million. Part of this investment has yielded the existing leach pads and mines. interesting results, especially with regards to the 12 existence of ore deposits that are totally different from Total metal content in the concentrates produced this those that were found in the past. year reported 57,147 MT of zinc, 24,080 MT of lead and 4.39 million ounces of silver, which represents a While we do realize that the social and political situation reduction of roughly 0.6% and 1.93% respectively for in Cajamarca is not the most advantageous, we do think the first two, and an increase in silver in the order of that the local people and the authorities are beginning 32.1%, compared with the previous year. to open up a little more and understand how our Gross sales for the year reported S/. 234.0 million, operations work. (US$70.5 million), which represents an increment of 31.3%, compared with those realized in 2004. This is the result of the company’s policy to prioritize social and environmental aspects in and around Minera Yanacocha’s operations. The organization continues to Higher prices for the metals we produce, enabled us to make efforts to come closer to the rural and urban generate S/.79.1 million profit before taxes and worker’s population and become involved in their concerns and profit participation while net profit after restating the aspirations. accounting for deferred charges amounted to S/. 44.4 million. As part of this effort, we have joined forces with other mining companies operating in the region, to launch As of December 31, 2005, estimated reserves at Tajo proposals for economic development and getting Norte totaled 8,386,992 DMT of proven and probable involved the people and other private companies in mineral, with average grades of 2.75 oz/MT of silver, Cajamarca to work together towards the sustainable 2.01% of lead, 5.68% of zinc and 0. 07% of copper. This development of the region. allows us to assure another six years of operation at the present rate of production. SOCIEDAD MINERA EL BROCAL S.A.A. (34.3%) Estimated mineral resources at Tajo Norte, registered 1,420,643 tons. Production levels in 2005 were maintained at levels similar to those of 2004, but the installation of two high- With respect to explorations, efforts to expand new frequency vibrating screens and the implementation copper resources with low arsenic content were of five flotation cells for lead and zinc, engineered to continued. Roughly 8,712m of diamond drills were increase the duration of the ore flotation periods, completed during the year. enabled us to produce significant improvements in the metallurgical recovery of both lead and zinc, in the last We continued evaluating our concessions both in the quarter of the year. vicinity of Colquijirca as well as in Huancavelica. 13 Antapite, underground mine INVERSIONES MINERAS DEL SUR S.A. (78.04%) A geological model has been generated and metallurgical tests have been carried out on the nonarsenical copper of the Smelter Norte sector, but we still do not have any conclusive results. Studies will be Inversiones Mineras del Sur S.A. operates the Antapite continued to determine the best way to treat these mine, located in the Huaytara province, department of metals. Huancavelica. In Antapite we processed 163,180 DMT of ore during 2005, recovering 103,931 oz of gold, which The Marcapunta Ramp has now a total length of translates into a 7.0% improvement over the former 1,780.6m. The exploratory drainage ramp has also year’s production. Mineral reserves reached 490,766 been driven and is now 732.3m long while the DMT with a grade of 12.31 g/MT of gold. Principal ramp is 976.4m long. The work was interrupted due to adverse soil conditions, and it has Studies and other activities are being continued so as now been determined that this is going to require to obtain government permission to upscale the ongoing ground support. capacity of the processing plant up to 1,000 MT/day. Worker and community relations have been satisfactory throughout the year. Exploration work at Marcapunta Oeste will include drilling 146 holes from the surface downwards, through the combination of reverse circulation and diamond Approximately 59,362 DMT of ore were mined from the drill holes. We already have obtained the consent of the Ishihuinca mine in 2005; gold recovered accounted to Huaraucaca community. 23,911 oz of gold, which is 2.4% less compared to 2004’s figures. As of December 31, 2005, ore reserves were In the Marcapunta Norte area, the feasibility of estimated indicate 46,675 DMT with an average grade starting production at a rated capacity of 1,000 MT/ of 13.62 g/MT of gold. At Ishihuinca we are currently day has already been performed. For such effects, we exploring the area of Cordova, where we have began rehabilitation and cleanup of the roads to discovered up to 3 mineralized structures which are access the mine and install the required services. increasing the mine minable reserves. Moreover, we have also completed the engineering work for the construction of the grinding and In 2005, exploration work was also started on the Hatun flotation circuits in addition to the Environmental Orcco Prospect located in the Huaytara province, Impact Study and permittings required. Start-up of department of Huancavelica. We have not yet reached operations has been programmed for the third prospective areas of the mine. quarter of year 2006. Exploration work carried out in the Arenizo prospect, located in the Parinacochas province, department of 14 Ayacucho, did not generated encouraging results, so it The mine has processed 64,050 DST of ore in its was decided to go ahead and implement its Closure concentration plant, producing 26,978 oz of gold and Plan. 330,184 oz of silver in 2005. COMPAÑÍA DE EXPLORACIONES DESARROLLO E INVERSIONES MINERAS S.A.C. (CEDIMIN) (100%) BUENAVENTURA INGENIEROS S.A. (BISA) (100%) BISA, our engineering firm, is engaged in undertaking CEDIMIN operates the Shila and Paula mines and a series of different studies related to the fields of explores the Trapiche Project in the department of geology, mining, metallurgy, infrastructure and Apurimac. CEDIMIN is the titleholder of mining rights construction as well as environmental, social and covering a total extension of 77,917 Ha. financial studies, in connection with the mining industry and other sectors. BISA’s core business is After the merger between CEDIMIN and Minera Paula targeted on the development of Integrated Projects 49 S.A.C. on December 31, 2004, a sole administrator from Engineering and Construction Management to was established. We are implementing now camps, commissioning and start up of contractual “EPCM” services, electric energy and equipping Paula to programs. In the reporting period, Bureau Veritas del maximize synergies with Shila. The effort focused on Peru S.A. updated the auditing of the company’s ISO explorations with the objective of increasing the 9001 Quality System and renewed its certification reserves and assuring sustained production. One of (originally obtained in 2004). the highlights of the year was the commencement of the construction of a crosscut adit at level 4880, 100m BISA managed to maintain the sales levels reported below the mine’s lowest level. To date, the adit in 2004 despite the highly competitive market, the measures over 1000 m long and should intercept difference being that in 2005 the company was able Paula’s veins at 1,750 m. This tunnel will help us to to add on new clients outside the Buenaventura group explore these veins and at the same time will drain to its client portfolio. Some of BISA’s new clients the mine. include: Aurífera Huaylillas, Minera Miski Mayo, El Quinde Shopping Plaza, Fluor Daniel (Ilo), JOGMEC- Exploration is being carried out in the areas surrounding Japan Oil , Gas and Metals National Corporation, the Shila mine in order to use existing infrastructure. Minera Peru Copper, Southern Perú Copper Of particular interest is the Angela vein, which lies within Corporation, Minera Gold Fields, Doe Run Peru, the Ampato prospect. Atacocha and Simsa. 15 Cerro Verde, processing plant SOCIEDAD MINERA CERRO VERDE S.A.A. (18.30 %) The technical and professional success of having this project up and running throughout the course of this year will moreover mean that we will be able to benefit As mentioned in the Chairman’s Letter at the from the high copper prices, since this is one of the first beginning of this Annual Report, Buenaventura large-scale projects entering into production in this increased its participation in Sociedad Minera Cerro particular price cycle. Verde S.A.A. from 9.17% to 18.30% increasing the company’s capital jointly with Sumitomo and other The Cerro Verde mine is located 30 kilometers minor shareholders. southwest from the city of Arequipa, department of Arequipa, in southern Peru. In 2004, Sociedad Minera Cerro Verde S.A.A. decided to CONSORCIO ENERGÉTICO DE HUANCAVELICA S.A. (CONENHUA) (100 %) install a copper sulfide flotation plant with a capacity to treat 108,000 MTD. This new plant should enter into production towards the end of 2006, at an estimated annual production rate in the order of 200,000 MT of CONENHUA, an electrical energy supply company, copper fines contained in concentrates, which added reported the following operation achievements for the to the production of electrolytic copper, which in 2005 reporting period: reported 90,914 MT, would consolidate the Cerro Verde mine as one of the most important copper-producing In Huancavelica CONENHUA transmitted a total of 17.5 operations in the world. million kWh at 60 kV (51% more than in 2004). Transmission was temporarily stopped for a total of 177 We are pleased to report that in spite of all of the hours and 58 minutes, out of which 10 hours and 22 problems related to higher costs of materials and minutes were due to programmed maintenance works; the lack of some of the basic materials required for 165 hours and 27 minutes were due to failures in the the project, our par tner Phelps Dodge, mine SEIN (National Interconnected Electric System) operator and majority shareholder, has successfully attributed mainly to failure of SE Huancavelica’s power managed to keep the project on schedule and transformer, and 2 hours and 09 minutes as a result of within budget. As also stated in the Chairman’s system failures, caused largely by weather problems. Letter, as from the capital increase realized by Buenaventura in Cerro Verde, upgrading us to the The Trujillo – Cajamarca Norte – La Pajuela line position of “parent company ” of “significant transmitted 330.6 million kWh (18% more than in 2004), influence”, our international auditors decided to with a total of 09 hours and 52 minutes of down-time, report our participation in such company as “equity out of which 8 hours and 18 minutes were due to participation.” programmed maintenance works, 1 hour and 14 16 Surge chamber in El Ingenio CONENHUA minutes were due to failure of the National between Paragsha II and Uchucchacua, transmitted Interconnected Electric System (SEIN) and 20 minutes 118.8 million kWh (14% more than in 2004).The were due to own failures, caused by lightning and service was interrupted 8 hours and 19 minutes for extreme weather conditions. Yanacocha’s operations programmed maintenance works and 14 hours and were not significantly affected by these minimal 54 minutes as a result of failures produced by interruptions. electrical storms. The Callalli – Ares transmission line on the other hand, A total of 15.3 million kWh was transmitted during the transmitted 46.8 million kWh in 2005, its first year of reporting year through SE El Palmar, run by CONENHUA operation, and reported a total down-time of 26 hours (under contract with INMINSUR) to supply electrical and 59 minutes out of which 24 hours and 47 minutes energy to Antapite. This represents a 1% increase over were due to programmed maintenance works and only 2004. 2 hours and 20 minutes were due to own failures caused by electric storms, accumulation of snow in the CONENHUA is the entity responsible for supplying conductors or extreme weather conditions. The electrical power to operations in the Department of company considers that despite these failures, which Huancavelica through its Ingenio, Huapa and are common occurrences in all new transmission lines, Tucsipampa hydroelectric power plants. CONENHUA’s the supply of electrical energy has finally been annual production suffered a slight contraction due to consolidated and is highly beneficial for the the lack of rainfall in 2005, and generated a total of 16.9 Orcopampa, Shila and Paula operations. million kWh (5.5% less than in 2004). We are currently in the process of installing a third turbine in the Ingenio The operation currently being carried out by Hydroelectric power plant, with a rated capacity of 660 CONENHUA under contract, for the 138 kV line kW. The work should be concluded in April. 17 EXPLORATIONS Exploration activities were carried out in 12 By the end of April, 2006 we expect to have the projects. The work was focused on carrying out information on measured minable reserves, in order to greenfield exploration activities and on the proceed with the scoping studies required to justify development mining of this deposit. of brownfield projects, in collaboration with Operations Management. The latter included: Pozo Rico, Anamaray and Mallay in To date, BUENAVENTURA, has acquired 75% of the the vicinity of Uchucchacua and Layo in the vicinity shares of MINAS PORACOTA S.A., after exercising its of Orcopampa. 50% option before MINERA DEL SUROESTE and 25% before TECK-COMINCO PERU. The remaining 25% PORACOTA PROJECT (75%) belongs to TECK-COMINCO PERU. We are about to complete the diamond drilling and MARCAPUNTA PROJECT (34.3%) underground workings program in the Huamanihuayta sector of the Poracota project, aimed at generating In Marcapunta we have discovered interesting high-grade ore reserves in two stratabound lenses and extensions in the Smelter Norte sector, where 3,200 m one vein. of diamond drilling in 19 drill holes have been completed, 18 Marcapunta ramp indicating the presence of 2’020,000 DMT with 1.90 % of in the hills of La Zanja and La Cueva, and 3) on the basis copper of supergene copper chalcocite enrichment. of these, restart diamond drilling to evaluate the area’s Marcapunta Norte was also drilled by 16 drill holes potential for disseminated copper and gold sulfides. totaling 3,636 m. In this last campaign the objectives have The results of the initial 1,600 m of diamond drilling in been to systematically assay and remodel the distribution Section 13 of the Cerro La Zanja prospect, show the of copper, gold, silver and for the first time, arsenic. existence of a large, relatively deep ore body, located At Marcapunta Oeste ramp construction has been about 100 to 300 m from the surface, with disseminated advanced by 1,428 m in the red sandstones of the Mitu arsenical copper and gold sulfides. The most Group intruded by argillized dacitic dikes and sills. representative intercepts of this mineralization assay Furthermore, three diamond drill holes evidenced between 0.3 and 0.8% copper with 0.3 to 0.4 g/t of gold extensions of known mineralization, such as drill hole for stretches from 40m to 200m long. RB-01-05: 23.90 m with 0.19% of copper, 3.98 g/t of gold We are currently drilling the first two drill holes in Cerro and 0.38% of arsenic. La Cueva, where the disseminated mineralization on Marcapunta Project Section 360,610 E surface is stronger and more extensive than in Cerro La Zanja. PROSPECTS In the Soras prospect (22,323 Ha), located between Orcopampa and Poracota, we drilled eight diamond drill holes to explore the Soraya veins at the 4700 m level. Four of these holes intersected sulfide mineralization with copper, gold and silver with prevailing enargite in three of them and one with chalcopyrite and LA ZANJA PROJECT (53.06%) tetrahedrite. Average width and grade obtained for the Soraya vein from the four positive drill holes indicates At La Zanja, the three principal objectives were: 1) To on average 1.35m with 3.84% of copper, 7.45 g/t of gold reconstruct the camp and reestablish a feeling of and 5.89 oz/t of silver, 1.66% of arsenic, with a copper mutual trust and respect with our neighboring to arsenic ratio of 2:1. Soras is a highly prospective communities. 2) To draft detailed geological maps and target area that still needs to be explored. We model the geochemistry and the geophysics of two recommend continuing exploration work there to copper (gold/molybdenum) porphyry-type prospects identify new drill objectives. 19 A three-year agreement was signed in April 2005 with more productive at depth below a major dip inflection the Asociación Agrícola La Unión to carry out advanced and we hope to increase significantly mineral resources exploration work on the Los Pircos project, in the in this structural zone at lower levels. province of Santa Cruz, Cajamarca region. In September we initiated underground workings in the Diana, Isabel In the Trapiche porphyry, located in the region of and Angelica veins, to convert resources indicated by Apurímac, drill hole TR-09 intercepted 107.6 m with trenches and drill holes into 70,000 DMT of reserves 1.05% of copper and 0.03% of molybdenum. This is the with 21.7 g/t of gold and 10.0 oz/t of silver in an average best result to date and demonstrates that the brecciated width of 1.58m. Metallurgical test work showed that porphyry hosts the best mineralization. The diamond these resources are amenable to gravimetric separation drilling campaign continues and we hope to increase and cyanide leaching, with recoveries in the order of resources in terms of tonnage as well as grade within 92% for gold and 84% for silver. these brecciated porphyry zones. In the Tantahuatay prospect, located in the Hualgayoc province, of the Cajamarca region, CIA. MINERA COIMOLACHE S.A. has resumed talks with the Chugur Community, with a view to signing an agreement allowing the company to close the trenches opened in 2002 and complete diamond drilling of gold oxide resources in Cienaga Norte. Finally, geological mapping, sampling and geophysical modeling work has been completed in the copper (molybdenum, gold) porphyry prospect at Peña de las Aguilas, which will be drill-tested during 2006. From the seven remaining prospects, three would Worth noting too are the Rosita and Elsa veins in the appear of greater prospectivity for the 2006 campaign. Pampa Andino prospect, located in the Province of El Milagro – Yuraccasa is a polymetallic metasomatic Chincha, Ica region. These host high-grade gold and replacement deposit in limestones within an interesting silver shoots. Although the resource to reserve geological setting, which includes regional faulting and conversion is still very low, as of year-end 2005 measured dioritic intrusives. El Papayo is a volcanogenic copper- and indicated resources total 15,770 MT with 13.1g/t of rich massive sulfide deposit with high grade zones at gold and 20.4oz/t of silver. Metallurgical recoveries by a depth. In Hualgayoc we are evaluating various combination of gravimetry and flotation are in excess of porphyry-type copper(gold) prospects and polymetallic 90% for gold and 80% for silver. The Rosita vein appears ore deposits in veins or replacements in limestones. 20 FINANCIAL, ECONOMIC AND CORPORATE MATTERS REPORT Cía. de Minas Buenaventura S.A.A.’s total production Silver: 400,000 oz, at the average price of US$6.00/oz value, in adjusted terms, totaled S/.652,310,000 for 2005, between January and August 2006. which represents an increase from the S/.516,393,000 registered in 2004. The consolidated production value, It is likewise important to highlight the significant cash excluding Yanacocha and Cerro Verde, amounted to contributions made by Orcopampa, Uchucchacua and S/.914,677,000 for 2005, compared to S/.845,330,000 in Antapite to the company’s overall results. These mining the preceding year. units increased their production levels while maintaining cost-efficiency and competitive on a global basis. Gold was the metal that accounted for the greatest percentage of our production, representing 46.91% Beginning in 1991, the company has been submitting of total production in 2005. In order of importance, Financial Statements adjusted for variations for the this was followed by silver with 44.62%, lead with Wholesale Price Index (WPI). The purpose of such an 4.19% and zinc with 4.28%. However, after adjustment is to reflect the effect of variations in general consolidating the results, including our 43.65% price levels. The methodology followed by the interest participation in Yanacocha and our 18.21% Company to make such adjustments is described in interest participation in Cerro Verde as of June 2005, Note 2 (a) of the Consolidated Financial Statements. production percentages were as follows: gold Consequently, the Consolidated Financial Statements 79.59%, silver 10.15%, copper 5.24% zinc 3.39% and as of December 31, 2004, included in the Exhibit to this lead 1.63%. Annual Report, together with the Auditor’s report submitted by Medina, Zaldívar, Paredes y Asociados, a In 2005, losses in future sales registered US$9,175,165 member firm of Ernst & Young, contain the figures compared to losses of US$16,942,463 reported in 2004. adjusted for WPI variations for the periods 2003 and Losses were distributed as follows: 2004. Gold: US$ 6,840,364 However, through Resolution No.031-2004-EF/93.01 Silver: US$ 2,334,801 published May 18, 2004, effective as of 2005, the Consejo Normativo de Contabilidad has suspended the practice In summary, commitments for operations from of adjusting financial statements by inflation, which derivative financial instruments and sales contracts, means that the balances adjusted by inflation at year- which the company held effective at year-end 2005, end 2004 shall be considered as the starting balances with banks and first-class brokers are as follows: as of January 1, 2005. Likewise, Law 28394, enacted November 23, 2004 provides that as of 2005, financial Gold: 2,321,000 oz, at the average price of US$369.58/ statements must no longer be adjusted by inflation for oz between January 2006 and October 2012. tax purposes. 21 Uchucchacua, processing plant Devaluation of the Nuevo Sol (local currency) in 2005 company’s consolidated accrued earnings both was 4.57%, compared to -5.23% in 2004. consolidated and individual begs, to date amount to S/.1,598,716,000. Company profit 2005, both consolidated and individually, totaled S/.940,983,000, which compares Both Capital Equity and Investment Shares are with S/.680,140,000 reported in 2004, on a individual susceptible to a capitalization of S/. 96,634,000 and basis, and S/.685,650,000 on an consolidated basis,. S/.260,000, respectively, (as a result of adjustment for inflation as of December 31 2004) considering that the As of December 2005, the Company had 1,441 amounts issued for both items total S/. 549,779,848 and common shareholders. S/.1,489,280, respectively. Of these, 48.83% are shareholders who reside in Peru and 51.17% are shareholders who reside in foreign countries. Finally, the New York Stock Exchange’s (NYSE) ADR Moreover, the Company had 1,107 shareholders program closed 2005 with 65,266,405 outstanding ADS holding investment shares. (1 Common Share is equivalent to 1 ADS). A total of 106,538,200 ADS were traded during 2005, which After restating Capital Equity and Investment Share represents 163% of total ADS issued and 84% of accounts as of December 31, 2004, these total Buenaventura’s total number of outstanding shares. S/.596,755,000 (Net sum of S/.49,659,000 of Treasury shares) and S/. 1,622,000 (Net sum of S/127,000 of Treasury ADR performance during 2005, as well as Common Share shares), respectively, and Legal Reserve S/.129,276,000. The and Investment Share prices, are shown in Table 6. 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE MAIN VARIATIONS IN THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIODS ENDED DECEMBER 31, 2005 AND 2004. 1. NET SALES d) Lead Sales: The average lead sales price increased from US$908/MT in 2004, to US$973/MT As of December 31, 2005 net sales totaled in 2005. However, the total volume sold S/. 936,595,000 of decreased by 811 MT in 2005. The combined S/.908,441,000 reported in 2004, representing an effect resulted in greater revenue from sales, increase of 3.10%. This variation is explained by the which amounted to US$1,216,407 in the following factors: reporting period. compared with sales e) Deductions: During 2005, deductions for maquila a) Gold Sales: The average sales price of gold decreased from US$ 373/oz in 2004 to (processing US$ 359/oz in 2005. The volume of gold sold also US$ 53,371,532 compared with US$ 47,676,804 in fees) and penalties totaled experienced a slight downturn of 4,683 oz of gold, 2004, affecting sales in both years. when compared to 2004, due primarily to deferred gold shipments. The combined effect f ) Hedging Operations: As of December 31, 2005, resulted in lower income from sales, which Sociedad Minera El Brocal S.A.A. (El Brocal) had no reported a variance of US$ 6,641,756 compared hedging agreements or devices in force. In 2004, it to the previous year. reported losses of S/. 20,158,000 in hedging activities. b) Silver Sales: The average sales price of silver increased from US$6.51/oz in 2004, to US$7.38/oz g) Energy Sales: In 2005, energy sales to third parties in 2005. The volume of sales also grew by 264,880 amounted to S/. 17,006,000 (S/.16,829,000 in 2004). oz./Ag from last year’s total. The combined effect This income is mainly the result from the power resulted in higher revenue from sales reporting a consumption of Minera Yanacocha S.R.L. variance of US$ 14,425,440 in 2005. (Yanacocha) obtained from the Trujillo Norte-La Pajuela transmission line, a service it has been receiving since November 2001. c) Zinc Sales: The average zinc sales price increased from US$1,026/MT in 2004, to US$1,299/MT in 2005. However, the total volume sold decreased by h) Mining Service Sales: In 2005, mining service sales 915 MT in 2005. The combined affect resulted in to third parties rendered by Buenaventura greater revenue from sales and totaled US$ Ingenieros S.A.(BISA) amounted to S/. 18,637,000 13,297,757 in 2005. (S/. 13,224,000 in 2004). 23 Antapite, tailing dam 2. REALIZED INCOME FROM SALE OF FUTURE PRODUCTION 5. OPERATING EXPENSES a) General and Administrative Expenses: This item This income is represented by the sale of physical experienced an increase, rising from S/76,866,000 deliveries of gold under contracts executed in 2003 in 2004 to S/112,630,000 in 2005. This was primarily and 2005. In 2005, this item amounted to due to an increase in the provision for long-term S/.92,753,000 compared with S/.68,837,000 in 2004 compensation for company employees and other (see Note 34b). minor outlays (see Note 26). 3. INCOME FROM ROYALTIES b) Royalties: This item increased from S/.31,557,000 in 2004 to S/.40,350,000 in 2005, largely as a result In 2005, royalties received by S.M.R.L Chaupiloma Dos of increased royalty payments to the Peruvian de Cajamarca (Chaupiloma), totaled S/.152,342,000 Government (see Note 27). compared with S/.128,889,000 received in 2004, representing an increase of 18.2%. This increase is c) Sales Expenses: These were reduced from best explained by higher sales from Yanacocha in S/17,839,000 in 2004 to S/.15,864,000 in 2005, 2005. due mainly to lower payments for freight transportation of concentrates and other related 4. COSTS OF OPERATIONS services (see Note 28). 6. OTHER INCOME EXPENSES a) Exploration and Development in Operating Units: This grew from S/. 127,435,000 in 2004 to S/.136,053,000 in 2005, due to stepped-up a) Share in affiliated companies, net: This item exploration activity in our Orcopampa, Antapite and totaled S/. 575,858,000 in 2004, as opposed to Shila-Paula mines (see Note 24). S/. 870,748,000 in 2005, and is primarily attributed to Yanacocha’s higher profits, combined with b) Depreciation and Amortization: This reported an Buenaventura’s increased participation in Cerro increase from S/.74,077,000 in 2004, to Verde (see Note 12b). S/.111,177,000 in 2005, due to escalating amortizations associated with development costs b) Loss from change in the fair value of derivative after having reviewed the useful mine life of our instruments: In 2005 the company posted net presently active operations (see Note 13c). losses amounting to S/.87,872,000 (losses of 24 7. WORKERS PROFIT SHARING S/.58,774,000 in 2004) for changes in the fair value from derivative operations (see Note 34a). This item decreased from an expenditure of S/.18,356,000 c) Gain (Losses) from exposure to inflation: This in 2004 to S/.8,569,000 in 2005. It was mainly offset by the item reported losses of S/.9,847,000 in 2004. As for income received in 2005, from the deferred calculation of 2005, adjustment of financial statements for workers profit sharing for both Buenaventura employees inflation was suspended pursuant to Resolution and those of other subsidiaries (see Note 31a). No.031-2004-EF/93.01 (see Note 2a). 8. INCOME TAX d) Exchange difference gains (losses): In 2005, this item totaled a gain of S/.1,483,000. In 2004, it This item decreased from S/101,997,000 in 2004, to represented losses of S/.12,636,000 and was S/75,406,000 in 2005, due mainly to the reasons included as part of the results of exposure to previously mentioned (see Note 31a). inflation in that year. 9. MINORITY INTEREST e) Interest expenses: This item decreased by S/1,718,000 compared to 2004, as a result of reduced This item increased from S/.28,171,000 in 2004 to interest payments due to fewer bank loans and S/.66,003,000 in 2005, and was mainly attributed to long-term debt (see Note 29). higher profits from Inversiones Colquijirca S.A. and Chaupiloma. f ) Others, net.: This item increased from S/.13,505,000 10. CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE DUE TO STRIPPING COSTS in expenses in 2004 to S/.18,305,000 in expenses in 2005, primarily a result of expenditures related to community outreach programs, the accidental shifting of the waste dam at Colquijirca, nonrecovered taxes and reimbursement of other items, In 2005, El Brocal charged extraction costs of etc. (see Note 30). S/.10,416,000 to expenses. This item, up to this time, had been deferred. In 2004, the treatment was similar to that of 2005 (see Note 3b). 25 SUMMARY OF OPERATIONS 2005 TABLE Nº 1 26 RESERVES AS OF DECEMBER 31, 2005 TABLE Nº 2 Prices used to estimate reserves as of December 2005: gold US$ 400/oz, silver US$ 6.00/oz, zinc US$ 1,085 / MT, copper US$ 1.0 /Lb and lead US$ 793/MT 27 RESERVES AS OF DECEMBER 31, 2004 TABLE Nº 3 Prices used to estimate reserves as of December 2004: gold US$ 350/oz, silver US$ 5.25/oz, zinc US$ 1,050 MT, copper US$ 0.90 /Lb and lead US$ 550/MT 28 ESTIMATES FOR NON-RESERVE MINERAL AS OF DECEMBER 31, 2005 TABLE Nº 4 29 SUMMARY OF OPERATIONS AND STATISTICAL DATA TABLE Nº 5 30 TABLE Nº 6 ADS PRICES MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER OPENING US$ S/. 22.67 21.35 23.09 22.97 21.35 21.42 23.02 23.50 24.98 31.06 25.35 28.99 74.36 69.61 75.05 74.89 69.61 69.62 74.82 76.38 81.94 104.06 93.55 98.86 CLOSING US$ S/. 21.27 23.16 22.78 21.35 21.38 22.99 23.53 24.81 31.05 25.77 28.02 28.30 MAXIMUM US$ S/. 69.13 75.27 74.27 69.39 69.70 74.72 76.48 81.38 104.02 87.11 95.55 97.07 22.67 23.35 25.01 24.00 22.28 23.95 23.80 25.62 32.00 32.54 29.65 32.07 74.36 75.89 81.29 78.24 72.64 77.84 77.35 83.27 105.28 110.31 99.63 110.00 MINIMUM US$ S/. 20.75 20.01 21.10 20.82 19.93 21.01 21.88 23.30 24.98 24.01 25.13 26.63 67.65 65.24 68.79 67.67 64.78 68.29 71.11 75.73 81.94 81.16 84.44 91.34 Buenaventura Common Shares (S/.) Month Opening Closing Maximum Mínimum Average January February March April May June July August September October November December 73.00 70.08 73.42 74.35 69.75 69.05 73.50 75.90 82.00 102.00 87.90 99.00 70.08 73.85 73.75 69.75 69.01 75.27 75.00 80.90 102.50 86.51 95.00 98.00 73.18 75.55 80.75 74.50 72.10 76.70 76.00 82.65 102.50 108.00 98.50 109.00 69.60 66.00 70.10 68.90 65.06 68.35 71.66 75.00 82.00 82.85 84.70 93.40 71.88 70.38 75.68 72.28 67.95 72.17 73.95 79.65 94.72 99.02 93.25 102.94 Buenaventura Investment Shares (S/.) Month January February March April May June July August September October November December Opening Closing Maximum Mínimum Average 65.00 63.00 63.00 63.00 51.00 51.00 54.00 51.30 64.00 74.00 78.00 78.00 63.50 63.62 63.62 61.00 53.00 54.00 53.58 64.00 65.00 76.45 78.63 75.00 65.65 63.62 63.62 63.00 53.00 54.06 55.00 64.00 65.00 78.00 80.70 78.00 60.00 63.00 63.00 61.00 51.00 51.00 53.00 51.30 63.00 74.00 77.00 75.00 62.47 63.43 63.31 63.00 52.83 53.64 53.35 58.03 63.98 76.00 79.66 77.80 31 AVERAGE US$ S/. 20.38 21.05 22.83 21.41 21.47 22.91 23.60 24.81 30.63 25.91 28.02 28.30 66.65 68.63 74.43 69.59 69.78 74.46 76.70 80.64 99.55 87.58 94.43 97.07 32 CONSOLIDATED BALANCE SHEETS COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2004 and 2005 Note (Stated in thousands of peruvian nuevos soles and U.S. dollars) Assets Current assets Cash and cash equivalents Investment funds Trade accounts receivable Other accounts receivable, net Accounts receivable from affiliates Inventories, net Current portion of prepaid tax and expenses Total cur currren entt assets Long - term other accounts receivable Prepaid tax and expenses Investment in shares Property, plant and equipment, net Development costs, net Deferred stripping costs Goodwill, net Deferred income tax and workers’ profit sharing asset, net Total assets y, net Liabilities and shar eholders shareholders eholders’’ equit equity Current liabilities Bank loans Trade accounts payable Other current liabilities Derivative instruments Current portion of long-term debt Deferred income from sale of future production Total cur currren entt liabilities Other long-term liabilities Derivative instruments Long-term debt Deferred income from sale of future production Total liabilities Minority interest eholders hareholders eholders’’ equit equity Shar y, net Capital stock, net of treasury shares of S/49,659,000 in 2004 and 2005 Investment shares, net of treasury shares of S/66,000 in 2004 and S/127,000 in 2005 Additional capital Legal reserve Other reserves Retained earnings Cumulative translation loss 6 7 8 9 37(b) 10 11 2004 2005 2005 (Note 4) S/. 614,862 86,971 97,061 12,248 46,078 69,353 40,471 967,044 4,574 14,059 1,531,347 603,559 143,258 56,056 6,199 245,299 3,571,395 S/. 332,102 52,884 93,354 19,089 66,038 94,377 43,182 701,026 5,044 12,405 2,502,267 583,281 163,924 5,303 308,091 4,281,341 US$ 96,795 15,414 27,209 5,563 19,247 27,507 12,586 204,321 1,470 3,616 729,311 170,003 47,778 1,546 89,796 1,247,841 19 13,150 61,188 133,261 70,927 36,332 74,937 389,795 83,465 267,852 15,031 568,772 1,324,915 66,347 26,229 53,089 204,597 59,138 1,631 107,079 451,763 96,852 168,017 1,367 613,791 1,331,790 80,247 7,645 15,473 59,633 17,236 475 31,209 131,671 28,229 48,970 398 178,896 388,164 23,389 20 596,755 596,755 173,930 1,683 610,659 129,276 923 734,059 1,622 609,734 129,276 923 1,598,716 473 177,713 37,679 269 465,962 (148,513) (67,962) (19,808) 9 11 12 13 14 3(b) 31(b) 15 16 17 34(a) 18 34(b) 17 34(a) 18 34(b) Cumulative unrealized gain on investments in shares carried at fair value, note 12(a) 256,331 240 70 Cumulative unrealized loss on derivative instruments y, net shareholders eholders’’ equit equity Total shar eholders (1,040) 2,180,133 2,869,304 836,288 Total liabilities and shar eholders y, net shareholders eholders’’ equit equity 3,571,395 4,281,341 1,247,841 The accompanying notes are an integral part of these consolidated balance sheets. 33 CONSOLIDATED STATEMENTS OF INCOME COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004 and 2005 Note (Stated in thousands of peruvian nuevos soles and U.S. dollars) Operating revenues Net sales 22 Realized income from sale of future production 34(b) Royalties income 37(a) Total rre evenues Costs of operations Operating costs 23 Exploration and development costs in operational mining sites 24 Depreciation and amortization 13(c) Total ccosts osts of op er ations oper era Gross margin Operating expenses Exploration costs in non-operational mining sites 25 General and administrative 26 Royalties 27 Selling 28 Amortization of goodwill Total op er ating eexp xp enses oper era xpenses Operating income Other income (expenses), net Share in affiliated companies, net 12(b) Loss from change in the fair value of derivative instruments 34(a) Interest income 29 Gain (loss) from exposure to inflation 2(a) Exchange difference gain (loss) Interest expense 29 Other, net 30 Total other inc ome (e xp enses), net income (exp xpenses), Income before workers’ profit sharing, income tax, minority interest and cumulative effects of changes in accounting principles Workers’ profit sharing 31(a) Income tax 31(a) Income before minority interest and cumulative effects of changes in accounting principles Minority interest 19 Income before cumulative effects of changes in accounting principles Cumulative effect of change in accounting principle due to mine closing 3(a) Cumulative effect of change in accounting principle due to stripping costs 3(b) Net income Basic and diluted earnings per share, before cumulative effects of changes in accounting principles, stated in Peruvian Nuevos Soles and U.S. dollars 32 Cumulative effect of change in accounting principle due to mine closing Cumulative effect of change in accounting principle due to stripping costs Basic and diluted earnings per share, stated in Peruvian Nuevos Soles and U.S. dollars 32 eightted aav erage number shares Weigh ver age numb er of shar es outstanding 2003 2004 2005 2005 (Note 4) S/. 735,306 116,857 852,163 S/. 908,441 68,837 128,889 1,106,167 S/. 936,595 92,753 152,342 1,181,690 US$ 272,980 27,034 44,402 344,416 306,624 340,697 343,327 100,066 86,354 63,786 456,764 395,399 127,435 74,077 542,209 563,958 136,053 111,177 590,557 591,133 39,654 32,404 172,124 172,292 59,255 123,161 25,142 25,776 910 234,244 161,155 88,241 76,866 31,557 17,839 994 215,497 348,461 91,919 112,630 40,350 15,864 896 261,659 329,474 26,792 32,827 11,760 4,624 261 76,264 96,028 557,558 575,858 870,748 253,788 (668,030) 7,785 793 (472) (8,687) (12,804) (123,857) (58,774) 12,132 (9,847) (12,636) (7,515) (13,505) 485,713 (87,872) 11,646 1,483 (5,797) (18,305) 771,903 (25,611) 3,394 432 (1,689) (5,334) 224,980 37,298 62,887 198,286 834,174 (18,356) (101,997) 1,101,377 (8,569) (75,406) 321,008 (2,498) (21,978) 298,471 (51,023) 713,821 (28,171) 1,017,402 (66,003) 296,532 (19,237) 247,448 685,650 951,399 277,295 (72,295) - - - 175,153 685,650 (10,416) 940,983 (3,036) 274,259 1.95 5.39 7.48 2.18 (0.57) - - - - - (0.08) (0.02) 1.38 127,236,219 5.39 127,236,219 7.40 127,229,844 2.16 127,229,844 The accompanying notes are an integral part of these consolidated statements. 34 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004 and 2005 Capital stock, net of treasury shares (Stated in thousands of peruvian nuevos soles and U.S. dollars) Number of shares Common shares Investment shares Additional capital Legal Other reserves reserves Balance as of January 1st, 2003 126,879,832 S/. 596,755 S/. 1,683 S/. 610,659 S/. 81,537 Loss in the initial valuation of investments in shares maintained at fair value, note 2(f) Declared and paid dividends, note 20(f) Shares carried at fair value Loss in the initial valuation of derivative instruments, note 2(r) Gain in the initial valuation of derivative instruments classified as hedging instruments held by El Brocal, note 2(r) Loss from change in the fair value of derivative instruments classified as hedging instruments held by El Brocal Transfer to legal reserve - 17,749 Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 20(g) Net income Balance as of December 31, 2003 126,879,832 596,755 1,683 610,659 99,286 Declared and paid dividends, note 20(f) Investments in shares maintained at fair value Gain from change in the fair value of derivative instruments classified as hedging instruments held by El Brocal, note 34(a) Transfer due to change in terms of hedging contracts held by the subsidiary El Brocal Realized income from sale of future production of El Brocal Transfer to legal reserve Others Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 20(g) Net income Balance as of December 31, 2004 126,879,832 - S/. 683,769 S/. 7,369 - Cumulative unrealized loss on derivate instruments Total - S/.1,981,772 - (5,957) - (159,164) - - 209,130 - (5,957) (159,164) 209,130 - (458,189) - - - (458,189) - - - - 1,742 1,742 - (17,749) - - (8,085) - (8,085) - - - (36,764) 175,153 217,863 (29,395) 209,130 (6,343) (36,764) 175,153 1,699,638 - - - - - (139,464) - - 47,201 - (139,464) 47,201 - - - - - - - - 4,621 4,621 - - - - - - - - - - - - - 29,990 - 923 (29,990) - - - 682 - 682 923 596,755 1,683 610,659 129,276 923 - (119,118) 685,650 734,059 (148,513) 256,331 (1,040) (119,118) 685,650 2,180,133 - - - - - 75,680 (10,348) - (152,006) - (256,043) (48) - (190,711) (152,006) (48) - - (61) (925) - - - - - 1,040 - 1,040 (986) - - - - - - 940,983 90,899 - - - 90,899 940,983 126,879,832 596,755 1,622 923 1,598,716 (67,962) 240 - 2,869,304 Effect of adoption of the equity method on Sociedad Minera Cerro Verde S.A.A. investment, note 12(j) Declared and paid dividends, note 20(f) Investments in shares maintained at fair value Realized revenue from sale of future production of El Brocal Investment shares acquired by Subsidiary Cumulative loss for translation of investment in Minera Yanacocha S.R.L., (maintained through Compañía Minera Condesa S.A.) and in Sociedad Minera Cerro Verde S.A.A., note 20(g) Net income Balance as of December 31, 2005 Cumulative transaction loss Retained earnings Cumulative unrealized gainon investments in shares carried at fair value 609,734 129,276 The accompanying notes are an integral part of these consolidated statements. 35 CONSOLIDATED STATEMENTS OF CASH FLOWS COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 2003 (Stated in thousands of peruvian nuevos soles and U.S. dollars) Operating activities Collection from customers S/. 733,646 Collection of dividends 482,025 Collection of royalties 112,354 Collection of interest 8,827 Payments to suppliers and third parties (313,826) Payments of exploration expenditures (128,684) Payments to employees (101,629) Payments of income tax (38,509) Payments of royalties (25,976) Payments of interest (8,686) Net cash provided by operating activities 719,542 Investing activities Payments by purchase of investments in shares (4,663) Purchase of property, plant and equipment (67,814) Development expenditures (38,504) Payments from derivative instruments settled, net (20,812) Proceeds from sale of plant and equipment 2,464 Decrease (increase) on time deposits Decrease (increase) of investment fund (53,068) Proceeds from sale of shares 3,059 Net cash used in investing activities (179,338) Financing activities Payments of dividends (159,164) Payments of long-term debt (22,213) Payments of dividends for minority interest shareholders (33,283) Proceeds from long-term debt Increase (decrease) of bank loans, net (22,921) Net cash used in financing activities (237,581) Net increase (decrease) in cash and cash equivalents during the year 302,623 Cash and cash equivalents at beginning of year 95,928 Cash and cash equivalents at year-end, note 6 398,551 Reconciliation of net income to net cash provided by operating activities Net income S/. 175,153 Add (deduct) Depreciation and amortization 66,908 Loss from change in the fair value of derivative instruments 668,030 Minority interest 51,023 Amortization of development costs 16,445 Officers’ compensation 49,594 Cumulative effect of accounting change 72,295 Asset impairment loss and write-off 12,433 Accretion expense 4,724 et cost of retired plant and equipment 6,490 Amortization of goodwill 910 Loss (gain) on sale of plant and equipment (2,133) Allowance for doubtful accounts 5,952 Exchange difference loss (gain) 472 Gain from change in the fair value of investment fund (1,813) Provisions for deferred income tax and workers’ profit sharing (301,980) Income from sale of future production Share in affiliated companies, net of dividends (75,533) Loss (gain) from exposure to inflation (793) Gain on sale of shares (267) Net changes in assets and liabilities accounts Decrease (increase) of operating assets Trade and other accounts receivable (16,019) Inventories 558 Prepaid taxes and expenses (6,432) Deferred stripping costs (14,329) Increase (decrease) of operating liabilities Trade accounts payable and other current liabilities 7,854 Net cash provided by operating activities 719,542 Transactions that did not affect cash flows: Transfer from derivative instruments to deferred income from sale of future production 709,963 Increase of the book value of long-term assets 8,658 The accompanying notes are an integral part of these consolidated statements. 36 2004 2005 2005 (Note 4) S/. 885,646 419,782 120,136 11,909 (355,188) (172,215) (119,594) (44,478) (27,248) (5,170) 713,580 S/. 940,302 307,926 131,816 10,627 (365,353) (181,921) (147,048) (84,750) (42,803) (5,797) 562,999 US$ 274,061 89,748 38,419 3,097 (106,485) (53,023) (42,859) (24,701) (12,475) (1,690) 164,092 (8,084) (96,507) (38,611) (73,403) 1,595 (24,255) (34,735) 330 (273,670) (509,163) (70,253) (57,586) (24,157) 663 24,255 38,869 (597,372) (148,401) (20,476) (16,783) (7,041) 193 7,069 11,329 (174,110) (139,464) (76,705) (33,521) 12,147 (10,311) (247,854) 192,056 398,551 590,607 (152,006) (50,354) (36,840) 1,989 13,079 (224,132) (258,505) 590,607 332,102 (44,304) (14,675) (10,737) 580 3,811 (65,325) (75,343) 172,138 96,795 S/. 685,650 S/. 940,983 US$ 274,259 75,481 21,937 28,171 33,265 2,135 2,889 7,056 754 994 (157) 1,146 12,636 (5,022) 37,840 (68,837) (160,947) 9,847 (51) 112,465 87,872 66,003 34,090 26,883 10,416 9,382 7,621 3,598 896 137 76 (1,483) (2,503) (42,836) (92,753) (562,822) - 32,779 25,611 19,237 9,936 7,835 3,036 2,735 2,221 1,049 261 40 22 (432) (730) (12,485) (27,034) (164,040) - (22,259) 5,097 (48,952) - (23,665) (29,278) (97,515) - (6,897) (8,533) (28,422) - 94,907 713,580 115,432 562,999 33,644 164,092 24,842 172,540 27,967 50,289 8,226 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 1. Business activity Compañía de Minas Buenaventura S.A.A. (hereafter “Buenaventura”) is a public company incorporated in 1953. It is engaged in the exploration (individually and in association with third parties), extraction, concentration and commercialization of polymetallic ores. Buenaventura operates two mining units in Peru (Uchucchacua and Orcopampa) and has a controlling interest in three Peruvian mining companies that own the Colquijirca, Antapite, Ishihuinca, Shila and Paula mines. In addition, the Company holds direct and indirect interests in a number of other mining companies; the most important of such interests is in Minera Yanacocha S.R.L. (hereafter “Yanacocha”) and Sociedad Minera Cerro Verde S.A.A. (hereafter, “Cerro Verde”), see note 12. Buenaventura also owns an electric power distribution company and a mining engineering services consulting company. In 1999 and 2001, Buenaventura decided to suspend exploitation activities in the Julcani and Recuperada mines, respectively, and only continue to carry out exploration activities. Mineral found in Julcani during exploration activities is treated and sold. Due to the increase in the market quotations of metals, Buenaventura’s management has decided to reinitiate its exploration activities in Recuperada during the first quarter of 2006. As of December 31, 2004 and 2005, the number of employees at Buenaventura and its subsidiaries (together “the Company”), is as follows: 2004 2005 Officers Employees Workers 78 868 1,038 1,984 Buenaventura’s legal address is Carlos Villaran Avenue 790, Santa Catalina, Lima, Peru. 87 974 1,066 2,127 The 2005 consolidated financial statements have been approved by Management and will be presented for the approval of the Directors and Shareholders at the times established by Law. In Management’s opinion, the accompanying consolidated financial statements will be approved without modifications in the Board of Directors’ and Shareholders’ meetings to be held during the first quarter of 2006. Consolidated financial statements as of December 31, 2004 were approved in the Shareholders’ meeting held on March 31, 2005. The consolidated financial statements include the financial statements of the following subsidiaries: Ownership percentages as of December 31, 2005 2004 Direct Indirect Direct Indirect Business Activities % % % % Buenaventura Ingenieros S.A. 100.00 - 100.00 - Provides advisory and engineering services related to the mining industry. Compañía de Exploraciones, 44.83 55.17 44.83 55.17 Holds investments in S.M.R.L. Chaupiloma Dos de Desarrollo e Inversiones Mineras Cajamarca, Minas Conga S.R.L., and other affiliated companies S.A.C. - CEDIMIN engaged in mining activities. Additionally, it is engaged in the extraction, concentration and commercialization of gold bars and concentrates 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 metals. Consorcio Energético de 99.99 0.01 99.99 0.01 Transmission of electric power. Huancavelica S.A. Contacto Corredores de 99.99 99.99 Placement of insurance contracts and provision of Seguros S.A. administrative and technical services in insurance matters. Inversiones Colquijirca S.A. 59.90 - 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 20.00 40.00 20.00 40.00 Owner of the mining concessions explored and exploited Cajamarca 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. (i) - 50.00 - Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities. Minera Minasnioc S.A.C. 30.00 - 60.00 - Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities. Subsidiaries 37 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 (i) 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 Perú 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. Significant accounting principles and practices The consolidated financial statements are prepared based on Accounting Principles Generally Accepted in Peru. Accounting Principles substantially comprise International Financial Reporting Standards (IFRS), which include International Accounting Standards (IAS) duly approved by the Peruvian Accounting Standards Board. To the date of the consolidated financial statements, this Board has approved the use of IAS 1 to 41, and the Interpretations 1 to 33. The main accounting principles and practices used in accounting for the transactions and in preparing the consolidated financial statements are: (a) Presentation Basis The accompanying consolidated financial statements have been prepared from the accounting records of the company, which are stated in nominal monetary terms of the date of the transactions. Until December 31, 2004, these consolidated financial statements were maintained in nominal Peruvian currency and adjusted to reflect changes In the National Wholesale Price Level Index (IPM), according to the methodology approved by the Peruvian Accounting Standards Board. This methodology required the adjustment of the non-monetary items in the consolidated financial statements considering their origin date and applying the corresponding Wholesale Price Indexes. Monetary items and foreign currency-denominated items were not restated because they are stated in currency of acquisition power at the consolidated balance sheet dates. Effective year 2005, through Resolution No.031-2004-EF/93.01 enacted on May 18, 2004, the Peruvian Accounting Standards Board suspended the restatement of the financial statements to recognize the inflation effect. The restated balances as of December 31, 2004 have been considered as initial balances as of January 1, 2005. This accounting treatment has been also adopted by tax authorities for calculating the income tax for the year 2005. Therefore, the Company has not recognized a result from exposure to inflation in the income of 2005, while in 2003 and 2004, a gain of S/793,000 and a loss of S/9,847,000, respectively, were recorded. (b) Use of estimates and assumptions The preparation of financial statements in conformity with generally accepted accounting principles in Peru requires Management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses for the years ended December 31, 2003, 2004 and 2005. Actual results could differ from those estimates. The most significant estimates in the accompanying consolidated financial statements are the obsolescence supplies reserves, the useful lives and impairment of long-term assets, the determination of mineral reserves, the recoverability of deferred income tax and workers’ profit sharing, the accrual for mine closing costs and the fair value of derivates instruments. (c) Principles of consolidation The consolidated financial statements include the accounts of Buenaventura and the accounts of those subsidiaries in which possess more than 50 percent equity participation and/or exercises control. All significant inter-company balances and transactions have been eliminated. The minority interest is presented separately in the consolidated balance sheets and in the consolidated statements of income. See companies included in the consolidated financial statements in Note 1. (d) Cash and cash equivalents Cash and cash equivalents include all cash on hand and deposited in banks. For preparing the consolidated statements of cash flows, cash a balances and cash equivalent includes cash on hand, time deposits and highly liquid investments with original maturities of three months or less. (e) Inventories Inventories are stated at the lower of average cost or net realizable value. Net realizable value is defined as the estimated sales price obtainable in the ordinary course of business, less estimated costs of completion and estimated selling and distribution expenses. Cost is determined using the average method. The accrual for obsolescence is based on an item-by-item analysis completed by the Company’s management and related amounts are charged to expense in the period in which the obsolescence is deemed to have occurred. (f)) Investments in shares (f Until December 31, 2002, investments in which the Company’s interest is lower than 20 percent or not exercise significant influence were stated at cost, less any permanent value impairment. Effective January 1, 2003, the Company has adopted IAS 39, Financial Instruments - Recognition and Measurement. Under the requirements of this standard, such investments must be recorded at fair 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 value and changes in such value must be separately presented in the consolidated statements of changes in shareholders’ equity. The Company has recorded a charge to retained earnings by S/5,957,000, corresponding to the initial adoption of this standard. The corresponding dividends are credited to income when declared. Investments in entities in which the Company’s ownership is greater than 20 percent but less than 50 percent or exercise significant influence are accounted for by the equity method, recognizing the Company’s proportionate share in the results of the affiliates in the consolidated statements of income. The measurement and reporting currency of affiliates is the Peruvian Nuevo Sol, with the exception of Yanacocha and Cerro Verde whose measurement and reporting currency is the U.S. dollar. The translation of the financial statements of Yanacocha and Cerro Verde results in exchange differences arising from translating (a) income and expense items at the exchange rates prevailing on the individual transaction dates, (b) assets and liabilities at the closing exchange rate, and (c) equity accounts at the historical exchange rates. The net exchange difference is classified in equity until further disposal of the net investment. The purchase method is used to record business acquisitions. Under this method, the assets and liabilities of acquired businesses are recorded at fair value and any difference between the amount paid and the fair value of assets and liabilities acquired is recorded as a mining concession in the caption “property, plant and equipment”(when the difference corresponds to mineral reserves) or goodwill. For companies in which the Company’s ownership is between 20 and 50 percent, any amount paid in excess of book value of the shares is reported in the Investment caption. The Company presents in this caption amounts paid over the book value of Yanacocha and Cerro Verde shares, and amortizes this amount using the units-of-production method, see Note 12. oper ertty, plan plantt and equipmen equipmentt (g) Prop er Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment loss. Maintenance and minor repairs are charged to expense as incurred. Expenditures that result in future economic benefits, beyond those originally contemplated in standards of performance for the existing assets, are capitalized. Depreciation is calculated under the straight-line method of accounting considering the lower of estimated useful lives of the asset or estimated reserves of the mining unit. The useful lives are the following: Years Buildings, constructions and other Machinery and equipment Transportation units Furniture and fixtures Computer equipment 10 and 20 5 and10 5 8 and 10 4 The useful life assigned and the depreciation method chosen by the Company are reviewed periodically to ensure that the method and the depreciation period are consistent with the economic benefit and life expectations for use of property, plant and equipment items. (h) Exploration and mine development costs Exploration costs are charged to expense as incurred. When it is determined that a mineral property can be economically developed, the costs incurred to develop it, including the costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized. In addition, expenditures that increase significantly the economic reserves in the mining units under exploitation are capitalized. Mine development costs are amortized using the units-of-production method, based on proven and probable reserves. On-going development expenditures to maintain production are charged to operations as incurred. (i) Mining concessions The mining concessions balance corresponds to the amounts paid in excess of fair value of net assets acquired in the purchase of Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN (Cedimin), Inversiones Colquijirca S.A. (Colquijirca), Sociedad Minera El Brocal S.A.A. (El Brocal), Minera Paula 49 S.A.C. (Paula) and Minas Poracota S.A.( Poracota). The mining concessions are shown as a part of the property, plant and equipment caption and represent the ownership of the mining sites which contains the mineral reserves acquired. The mining concessions are amortized using the units-of-production method, based on the proved and probable reserves. Annually, the Company reviews the carrying amounts of mining concessions and assesses whether any potential impairment issues exist respective to recoverability. If it is evident that the mining concessions are impaired, the Company provides for the impairment loss in the consolidated statements of income. (j) Impairment of assets The Company reviews for and evaluates the potential impact of impairment on its assets when events or changes in circumstance occur that indicate the book value may not be recoverable. An impairment loss is recognized for the amount by which the book value of an asset exceeds the higher of its net selling price or value in use. The value in use of an asset is generally calculated as the present value of the estimated future cash flows expected to be earned from continual use of the asset and from its disposal at the end of its useful life. An impairment loss recognized in a previous year is reversed if events or changes occur that indicate the estimates used when the impairment loss was recognized should be adjusted to reflect a more favorable cash flow scenario. The future cash flow assumptions used include, among other items, estimates of recoverable ounces and metric tones, estimates of realizable prices and costs, and estimates of production quantities. Assumptions in which estimated future cash flows are based are subject to risk and uncertainty. Differences between assumptions and market conditions and/or the Company’s development profile could have a material effect on the financial situation and results of operations of the Company. 39 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 (k) Accruals An accrual is recognized only when the Company has a present obligation (legal or implicit) as a result of a past event, it is probable that resources of the Company will be required to settle the obligation, and the related amount can be reasonably estimated. Accruals are revised periodically and are adjusted to reflect the best available information at the date of the consolidated balance sheets. (l) Accrual for mine closing costs See note 3(a) for further information about the accounting change. (m) Deferred stripping costs See note 3(b) for further information about the accounting change. (n) Recognition of revenues, costs and expenses Sales of concentrates are recorded at the time of shipment in the case of export sales or, when the concentrates physically pass to the customer’s warehouse for domestic sales. Sales are recorded at estimated value according to preliminary billings. The sales amount is then adjusted in the period in which final billings are released. When it is evident that the quotations to be used in the final billings are lower than those used in preliminary billings, the excess is reversed in the period in which final prices are known. Sales of ounces of gold are recorded at the time of the delivery and passage of the title rights of such ounces to the client. Costs and expenses are recorded on an accrual basis. (o) Foreign currency transactions Transactions occurring in a foreign currency are recorded in local Peruvian currency by applying to the foreign currency amount the exchange rate at the transaction date. Exchange gains and losses resulting from differences between the closing exchange rate and the exchange rate used to initially record transactions, are recognized in the consolidated statements of income in the period in which they arise. (p) Income tax and workers’ profit sharing The current income tax and workers’ profit sharing balances are calculated and recorded pursuant to current legal regulations effective in Peru. Following the balance sheet liability method, the Company recognizes the effect of temporary differences between book and tax basis of assets and liabilities to the extent that such differences result in a deferred tax liability. If a deferred asset arises, it is not recognized unless it is more likely than not that it will be recoverable. (q) Contingencies Loss contingencies are recorded in the financial statements when it is probable their occurrence and they can be fairly determined. In other case, they are only disclosed in notes to the financial statements. Contingent assets are not recognized in the financial statements; however, they are disclosed in notes to the financial statements if it is probable that such contingent assets will be realized. (r) Derivative instruments Until December 31, 2002, the Company used to disclose in notes to the consolidated financial statements the fair value of the derivative instruments. Effective January 1, 2003, IAS 39, Financial Instruments - Recognition and Measurement, is in force. Following the description of the changes resulting from the adoption of this standard: - The fair value of derivative contracts qualifying as cash flow hedges are reflected as assets or liabilities in the consolidated balance sheets. To the extent these hedges are effective in offsetting forecasted cash flows from the sale of production, changes in fair value are deferred in an equity account. Amounts deferred in such account are reclassified to Sales when the underlying production is sold. The effect of the initial adoption of this standard by the subsidiary El Brocal resulted in a credit to the equity account “unrealized loss on derivative instruments” of S/1,742,000. - The fair value of derivative contracts not qualifying as cash flow hedges are reflected as assets or liabilities in the consolidated balance sheets. Changes in fair values are recorded in the caption “gain (loss) from Change in the Fair Value of Derivative Instruments” in the consolidated statements of income. The effect of the initial adoption of this standard resulted in a charge to retained earnings of 2003 by S/458,189,000. - Gain and losses on derivative contracts qualifying as normal sales are initially deferred in the consolidated balance sheets and then recognized in income in the years in which the Company makes a physical delivery of the committed ounces of gold and tones of minerals, see note 34(b). (s) Treasury shares The Company has common and investment shares under treasury. The nominal values of these shares are presented net of the capital stock and investment shares amounts. The effect of the dividends income arising from the treasury shares held by a subsidiary are eliminated in the consolidated financial statements. (t) Basic and diluted earnings per share Basic and diluted earnings per share have been calculated based on the weighted average number of common and investment shares outstanding at the date of the consolidated balance sheets; treasury shares have been excluded from the calculation. (u) Comparative financial statements For improving the presentation of Consolidated Financial Statements, the company has made some reclassifications for the years 2003 and 2004. 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 - The amortization of goodwill of S/910,000 in 2003 and S/994,000 in 2004, which used to be presented as other income (expenses) net, is currently presented as operating expense. - The realized deferred income from sale of future production of S/68,837,000 in 2004, which used to be presented as other income (expenses), is currently presented as an operating revenue. - The mining concessions of S/151,345,000 have been reclassified from the mining concessions and goodwill caption to the property, plant and equipment caption of the consolidated balance sheet as of December 31, 2004. - The amortization of mining concessions of S/14,668,000 in 2003 and S/14,604,000 in 2004, have been reclassified from the amortization of mining concessions and goodwill caption to the depreciation and amortization caption of the consolidated statements of income. (v) New accounting pronouncements Through Resolutions N° 034-2005-EF/93.01 and N° 036-2005-EF/93.01 dated March 2, 2005 and December 15, 2005, respectively, the Peruvian Accounting Standards Board (CNC in Spanish), approved the International Accounting Standards (IAS) revised and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Committee. These standards are in force in Peru effective January 1, 2006. Through Resolution N° 038-2005-EF/93.01 of February 3, 2006, CNC 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. As well, CNC resolved to maintain the equity method in the preparation of the individual financial statements. The Company is evaluating the effects in its consolidated financial statements from the adoption of the revised IAS and the new IFRS issued. 3. Change in an accounting principle (a) Effective January 1, 2003, the Company and its affiliated Yanacocha made an accounting change related to the provision for mine closure. Following, we describe the accounting changes, and the cumulative effect as of January 1, 2003: (i) Until December 31, 2002, the Company used to record the obligation for mine closure when the related amount could be fairly estimated, which normally occurred at end of the life mine. Effective January 1, 2003, the Company records such liability when a legally enforceable obligation arises for mine closing, independently of the full depletion of the reserves. Once such obligation has been appropriately measured, it is recorded by creating a liability equal to the amount of the obligation and recording a corresponding increase to the carrying amount of the related long-lived assets (development costs and property, plant and equipment). As time passes, the amount of the obligation changes, recording an accretion expense; additionally, the capitalized cost is depreciated and/or amortized based on the useful lives of the related asset. Any difference in the settlement of the liability will be recorded in the results of the period in which such settlement occurs. The changes in the fair value of the obligation or useful life of the related assets that occur from the revision of the initial estimates should be recorded as an increase or decrease in the book value of the obligation and the related longlived asset. The cumulative effect of this change in accounting principle, net of the workers’ profit sharing, income tax and minority interest, was a loss of S/20,711,000; this amount is presented in the caption “cumulative effect of change accounting principle due to mine closing” in the consolidated statements of income. (ii) Until December 31, 2002, the affiliated Yanacocha used to accrue the mine closing costs and charge to income over the expected operating lives of the mines using the unit-of-production method. Effective January 1, 2003, Yanacocha records such obligation using an accounting treatment similar to the one used by Buenaventura and its subsidiaries. The cumulative effect of the change in the accounting principle was a loss of S/51,584,000, which is presented as “cumulative effect of change in accounting principle due to mine closing costs” in the consolidated statements of income. (b) Until December 31, 2004, with the intent to reasonably match revenues and current production costs, El Brocal was deferring certain costs incurred in the expansion of the Tajo Norte mining site. These costs are commonly referred as “deferred stripping costs” and are incurred in mining activities that are associated with the removal of waste rock to access the ore body. Costs related to additional quantities of waste that must be moved to obtain 1 MT of mineral were deferred when the actual waste material extracted was higher than the estimate; likewise, these costs were amortized when actual waste mineral extraction was lower than the estimate. Effective January 1, 2005, El Brocal considers the deferred stripping costs incurred during the production stage as variable production costs that should be included in the cost of the inventories produced. This accounting change allows El Brocal to adopt international industry practices. The cumulative effect of this accounting change, net of workers’ profit sharing, income tax and minority interest, was a loss of S/10,416,000, which is separately presented in the caption “Cumulative effect of change in accounting principle due to stripping costs” in the consolidated statements of income. This accounting change had no effect in the consolidated financial statements of 2004 due to the fact that the stripping costs incurred in such period were treated as in the current period. In 2003, this change would have represented in the consolidated statements of income an increase in the operating costs from S/456,764,000 to S/471,093,000 and a decrease in the net income from S/175,153,000 to S/172,490,000. In addition, the basic and diluted earnings per share would have decreased from S/1.38 per share to S/1.36 per share. 41 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 4. Convenience Translation of Peruvian Nuevos Soles amounts into U.S. dollar amounts The consolidated financial statements are stated in Peruvian Nuevos Soles. U.S. dollar amounts are included solely for the convenience of the reader, and were obtained by dividing Peruvian Nuevos Soles amounts by the exchange rate for selling U.S. dollars at December 31, 2005 (S/3.431 to US$1), as published by the Superintendencia de Banca y Seguros (Superintendent of Bank and Insurance, or “SBS”). The convenience translation should not be construed as a representation that the Peruvian Nuevos Soles amounts have been, could have been or could be converted into U.S. dollars at the foregoing or any other rate of exchange. 5. Foreign currency transactions Translations to foreign currency are completed using exchange rates published by the Superintendencia de Banca y Seguros y AFP. As of December 31, 2005, the exchange rates published by this Institution were S/3.429 for buying and S/3.431 for selling (S/3.280 for buying and S/3.283 for selling as of December 31, 2004) and have been applied for the assets and liabilities accounts. As of December 31, 2004 and 2005, the Company had the following assets and liabilities denominated in foreign currency: 2004 2005 Equivalent to Equivalent to US$(000) S/(000) US$(000) S/(000) Assets Cash and cash equivalents 161,786 530,658 88,611 303,847 Investment funds 26,515 86,969 15,423 52,885 Trade and other accounts receivable (including current portion) 30,699 100,693 17,038 58,424 Account receivable from affiliates 13,935 45,708 19,202 65,844 232,935 764,028 140,274 481,000 Liabilities Bank loans 3,900 12,804 7,500 25,733 Trade accounts payable 12,703 41,704 8,328 28,573 Derivative instruments 103,192 338,779 66,206 227,155 Other current liabilities - Accrual for mine closing costs 20,567 67,521 26,922 92,371 - Stock appreciation rights 14,330 47,047 17,291 59,324 - Others 5,516 18,109 6,911 23,712 Long-term debt (including current portion) 15,645 51,363 874 2,998 175,853 577,327 134,032 459,866 Net asset position 57,082 186,701 6,242 21,134 6. Cash and cash equivalents (a) This item is made up as follows: 2004 (Stated in thousands of peruvian nuevos soles) Cash S/. 2,893 Demand deposits accounts 108,102 Time deposits (b) 479,612 Cash balances included in the consolidated statements of cash flow 590,607 Time deposits with an original maturity of more than 90 days 24,255 614,862 2005 S/. 1,080 79,049 251,973 332,102 332,102 (b) As of December 31, 2005, it corresponds principally to time deposits for US$71,851,000, with annual interest rates ranging from 4.030 % to 5.425%, and maturities from 30 to 90 days (time deposits for US$146,000,000 with annual interest rates ranging from 1.96% to 2.67% as of December 31, 2004). 7. Investment funds (a) This item is made up as follows: 2004 2005 S/. 52,155 S/. 52,884 34,816 86,971 52,884 As of December 31, 2004 and 2005, this caption includes variable investment funds under the administration of Compass Group S.A., which are carried at fair value. (Stated in thousands of peruvian nuevos soles) Variable Investment fund Investment fund in process of liquidation (b) (b) As of December 31, 2004, the Company settled this fund. The cash was available for the Company on January 18, 2005. 8. Trade accounts receivable This item is made up as follows: (Stated in thousands of peruvian nuevos soles) 2004 2005 Doe Run Perú S.R.L. Consorcio Minero S.A. S/. 13,092 17,411 42 S/. 33,196 23,416 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 BHL Perú S.A.C. Refinería de Cajamarquilla S.A. AyS S.A. Mitsui & Co. Precious Metals Johnson Matthey Others 18,209 17,711 2,479 7,438 8,479 4,195 16,334 16,292 4,765 7,398 97,061 93,354 Trade accounts receivable are denominated in U.S. dollars, have current maturity, earn no interest and do not have specific guarantees. In Management’s opinion, the allowance for doubtful accounts is sufficient to cover bad debt risks at the date of the consolidated balance sheets. 9. Other accounts receivable, net (a) This item is made up as follows: 2004 (Stated in thousands of peruvian nuevos soles) Value added tax receivable, note 21(d) Doubtful account from sale of shares Claims to tax authorities (b) Advances to suppliers and third parties Loans to employees Interest receivable Other accounts receivable S/. Allowance for doubtful accounts (c) Non - current portion Current portion 4,942 4,048 3,305 1,896 1,769 7,345 2005 S/. 8,310 4,942 4,048 3,159 2,543 265 7,315 23,305 30,582 (6,483) 16,822 (4,574) (6,449) 24,133 (5,044) 12,248 19,089 (b) It corresponds to income tax payments of 2001, made in excess to Tax Administration. The Company is asking for a refund of these payments. In Management’s and its legal advisors’ opinion, this amount will be recovered once the claim process is over. (c) Movement of the allowance for doubtful accounts is shown bellow: (Stated in thousands of peruvian nuevos soles) 2003 Beginning balance Accrual for the year, note 26 Result from the exposure to inflation Write-off Ending balance S/. 11,066 5,952 298 (2,941) 2004 S/. 14,375 1,146 (672) (8,366) 2005 S/. 6,483 76 (110) 14,375 6,483 6,449 In Management’s opinion, the allowance for doubtful accounts is sufficient to cover bad debt risk at the date of the consolidated balance sheets. 10. Inventories, net (a) This item is made up as follows: 2004 2005 (Stated in thousands of peruvian nuevos soles) Spare parts and supplies Products in process Finished products S/. 54,311 17,574 6,975 78,860 S/. 55,852 24,624 32,067 112,543 (9,507) 69,353 (18,166) 94,377 Slow moving and obsolescence supplies reserves (b) The Company expects to use its supplies inventory in the normal course of operations. An immaterial amount related to supplies with slow turnover is classified as a current asset within this caption. (b) The reserve for supplies had the following movements during 2003, 2004 and 2005: (Stated in thousands of peruvian nuevos soles) 2003 2004 2005 Beginning balance S/. 6,285 S/. 6,618 S/. 9,507 Accrual for the year, note 23 624 2,889 9,382 Write-off (291) (723) Ending balance 6,618 9,507 18,166 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. 43 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 11. Prepaid taxes and expenses (a) This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Value added tax credit Additional income tax prepayment (b) Deferred costs Pre-paid insurance Tax on net assets Income tax credit Other 2004 S/. 21,772 11,451 1,218 2,812 14,497 2,780 54,530 2005 S/. 24,464 11,451 4,680 4,473 2,708 2,322 5,489 55,587 Less - Current portion (40,471) (43,182) Non - current portion (c) 14,059 12,405 (b) On November 13, 2004, the Peruvian Constitutional Court enacted a sentence by means of which the Additional Income Tax Advance was considered unconstitutional; consequently, this advance is no longer in force effective such date. Buenaventura has applied for its devolution in accordance with the regulations of the Peruvian Tax Code. In management’s opinion, this excess payment with be recovered in the short-term. (c) As of December 31, 2004 and 2005, it mainly includes the value added tax originated by the exploration activities of Minera La Zanja S.R.L. In Management’s opinion, this credit will be offset with the future value added tax liability to be generated when the exploitation activities begin. 12. Investments in shares (a) This item is made up as follows: Equity ownership 2005 2004 (Stated in thousands of peruvian nuevos soles) Equity method investments (c) Minera Yanacocha S.R.L. (d) Equity share (e) Mining concession, net (f ) 43.65 % Sociedad Minera Cerro Verde S.A.A. Equity share (k) Mining concession, net (l) Investment carried at fair value Sociedad Minera Cerro Verde S.A.A. (i) Ferrovías Central Andino S.A. Others Amount 2004 2005 43.65 % S/. 1,152,188 103,866 1,256,054 S/. 1,714,424 94,245 1,808,669 - 18.299 - 491,933 197,754 689,687 9.17 10.00 10.00 270,600 2,207 925 273,732 1,561 1,531,347 2,207 1,531 3,738 173 2,502,267 Others (b) The detail of share in affiliated companies is: 2003 2004 2005 Minera Yanacocha S.R.L. S/. 558,103 S/. 575,188 S/. 744,710 Sociedad Minera Cerro Verde S.A.A. 125,567 Others (545) 670 471 870,748 557,558 575,858 (c) The amount of equity participation in affiliates has been determined from audited financial statements of each affiliate as of December 31, 2004 and 2005. M iner a Yanac ocha S.R.L. inera anaco (Stated in thousands of peruvian nuevos soles) (d) Economic activity Yanacocha represents the most significant investment of Buenaventura. Yanacocha is engaged in the exploration for 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. Chaupiloma is the legal owner of the mineral rights on the mining concessions exploited by Yanacocha. (e) Investment in Yanacocha The movement of the equity investment in Yanacocha is as follows: 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 (Stated in thousands of peruvian nuevos soles) Yanacocha’s equity at beginning of year Participation percentage Company’s participation in Yanacocha’s equity at beginning of year Elimination of intercompany gains (*) Balance of investment at beginning of year Participation in Yanacocha’s income Participation in the cumulative effect of change in accounting principle Dividends received, note 37(a) Realization of intercompany gains (*) Cumulative translation gain (loss) Balance at year-end 2003 S/. 2,554,932 43.65% 2004 S/. 2,547,851 43.65% 2005 S/. 2,662,511 43.65% 1,115,228 (12,130) 1,112,137 (11,092) 1,162,186 (9,998) 1,103,098 567,282 1,101,045 583,268 1,152,188 752,908 (51,584) (482,025) 1,038 (36,764) 1,101,045 (414,911) 1,904 (119,118) 1,152,188 (264,034) 1,423 71,939 1,714,424 (*) The elimination of related inter-company gains corresponds to profits generated in past years, and is presented net of the investment in Yanacocha for reporting purposes. The Company increases the investment and recognizes a gain in the share in affiliated companies as Yanacocha depreciates and amortizes the acquired assets. The net increase in the participation in Yanacocha’s net income during 2005 compared to 2004 is mainly due to increased sales of Yanacocha (price and volume), offset by a slight increase in the cash cost per ounce of gold sold. In addition, this participation is reduced as a consequence of the exchange rate used to convert into Nuevos Soles the participation in Yanacocha’s results, reported in U.S. Dollars (the exchange rates used for that translation were S/3.302 and S/3.407 per US$1 for as of December 31, 2004 and 2005, respectively). The information related to Yanacocha’s result is shown below: Average Quantity of Cash cost Year Sales quotation ounces sold per ounce sold US$(000) US$ (In millions) US$ 2003 1,036,370 363 2.86 129 2004 1,249,882 411 3.04 147 2005 1,490,402 448 3.33 151 (f) Mining concession The movement of the amount paid over fair value of assets and liabilities of Yanacocha’s shares at its acquisition time, is as follows: 2004 2005 (Stated in thousands of peruvian nuevos soles) Balance at beginning of year Amortization Balance at year end S/. 113,850 (9,984) 103,866 S/. 103,866 (9,621) 94,245 (g) Summary of 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: Summary of Yanacocha’s balance sheets data as of December 31, 2004 and 2005 (includes 100 percent of Yanacocha’s operations): 2005 (Stated in thousands of peruvian nuevos soles) 2004 Total assets Total liabilities Shareholders’ equity S/. 3,961,413 1,298,902 2,662,511 S/. 5,277,485 1,332,043 3,945,442 Summary data from the Yanacocha statements of income for the years ended December 31, 2003, 2004 and 2005 (includes 100 percent of Yanacocha’s operations): 2003 2004 2005 (Stated in thousands of peruvian nuevos soles) Total revenues S/. 3,818,072 S/. 4,279,074 S/. 4,949,129 Operating income 1,751,810 1,957,834 2,526,633 Income before cumulative effect of change in accounting principle 1,299,615 1,336,238 1,724,874 Cumulative effect of change in accounting principle (118,176) Net income 1,181,439 1,336,238 1,724,874 (h) Legal processes of Yanacocha Mercury spill in Choropampa In June 2000, a Yanacocha’s contractor spilled approximately 11 liters of mercury nearby Choropampa, located at 84.8 kilometers from Yanacocha. As a result of the accident, 1,000 Peruvian citizens and the Municipality of Cajamarca sue Yanacocha and other persons involved at the District Court of the state of Colorado, United States of America (hereinafter “the Court”). The plaintiffs demand compensations by the damages originated by this spill. In February 2005, Yanacocha responded to this demand. 45 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 Likewise, approximately 900 Peruvian citizens sued Yanacocha and others evolved at the presence Cajamarca’s judicial authorities. Those demands claim a financial compensation of US$229,420,000 and S/1,245,000. As of December 31, 2005, Yanacocha has reached agreements with approximately 40% of the sewers for lower amounts from the initially demanded, reducing significantly the contingencies originated by this legal process. Additionally, more than half of the remaining plaintiffs that still maintain legal processes had reached compensations agreements with Yanacocha, before the demands begin. Yanacocha applied to the Civil Court from the Cajamarca Superior Court the end of this process due to its previews agreements, having obtained favorable sentences .The sewers have appealed those sentences before the 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 related to them will not be significant for that financial statements. Tax processes Tax authorities have reviewed the income tax and value added tax returns for years 1998 to 2001. As a result of these reviews, Yanacocha was notified with tax assessments of US$35.0 million, from which Yanacocha recorded an accrual of US$17.5 million in 2004. With the purpose of eliminating some of these contingencies,Yanacocha filed for the “Sistema Especial de Actualización y Pago de Deudas Tributarias - SEAP” which allows the payment of incorrectly declared taxes, eliminating fines and accrued interest at preferential rates, resulting in a payment of US$ 11.5 million. In the opinion of Yanacocha’s Management and its legal advisors, the accrual recorded is enough to cover the tax contingency. S ociedad M iner aC er de S.A.A. Miner inera Cer errro Ver erde (i) 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. (j) Acquisition of additional share The Shareholders´s meeting of Cerro Verde held on April 18, 2005 agreed to increase the capital stock by US$440 millions with the purpose of financing the construction of the primary sulfide plant, which total investment is estimated at US$850 million. This capital increase permitted Buenaventura to raise its share in Cerro Verde from 9.17% to 18.214%, by a payment of US$154.8 million. Subsequently, through of additional acquisitions of Cerro Verde´s shares, Buenaventura has increased its total share to 18.299%. The share increase in Cerro Verde allows Buenaventura to exercise significant influence (faculty to participate in the decisions related to financial and operational policies), which is evidenced by its representation in the Board of Directors; the participation in policy-making processes, including participation in decisions about dividends; participation as guarantor of Cerro Verde in the loan agreements entered by this entity with several foreign banks in connection with the financing of the construction of the primary sulfide plant; and unrestrictive access to the interim and annual financial information. As a consequence, 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. Following, we describe the main accounting effects: - - - 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. The prior years effects, resulting from the application of the equity method since the date of the initial acquisition occurred in 1996, are S/69,724,000. This amount is recorded by a charge to the investment caption and by a credit to the retained earnings caption of 2005. For the years 2003 and 2004, the change would have represented an increase in the share in affiliated companies in the consolidated statements of income from S/557,558,000 and S/575,858,000 to S/571,734,000 and S/603,453,000, respectively, and an increase in the net income from S/175,153,000 and S/685,650,000 to S/189,329,000 and S/713,245,000, respectively. In addition, the basic and diluted earnings per share would have increased from S/1.38 and S/5.39 to S/1.49 and S/5.61, respectively. 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 amortized based on the proven and probable reserves of Cerro Verde (k) Investment in Cerro Verde The movement of the equity investment in Cerro Verde during 2005 is as follows: (Stated in thousands of peruvian nuevos soles) Cerro Verde’s equity at beginning of year Participation percentage Balance of investment at beginning of year Acquisition of additional share Amount paid over fair value of assets and liabilities Participation in Cerro Verde’s income Dividends received Cumulative translation gain Balance at year - end (l) Mining concession The movement of this amount is as follows: S/. 871,204 9.17% 79,889 509,163 (197,754) 125,567 (43,892) 18,960 491,933 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 (Stated in thousands of peruvian nuevos soles) Balance at beginning of year Amount paid over fair value of assets and liabilities Balance at year end (m) Summary of financial information based on the Cerro Verde’s financial statements - 2005 S/. 197,754 197,754 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 (includes 100 percent of Cerro Verde’s operations): (Stated in thousands of peruvian nuevos soles) Total assets Total liabilities Shareholders’ equity S/. 2,911,715 223,412 2,688,303 Summary data from the Cerro Verde statement of income for the year ended December 31, 2005 (includes 100 percent of Cerro Verde’s operations). (Stated in thousands of peruvian nuevos soles) (n) (o) 13. (a) (b) Total revenues S/. 1,183,027 Operating income 682,450 Net income 737,655 Dividends receivedCash dividends paid by Cerro Verde amounted to S/4,871,000 and S/43,892,000, during 2004 and 2005, respectively. 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 this 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. Prop er oper ertt y, plan plantt and equipmen equipmentt, net The 2005 movement with the cost and accumulated depreciation accounts is show below: Beginning Ending (Stated in thousands of Balance Additions Retirements Sales Transf ers Balance peruvian nuevos soles) ansfers Cost Land S/. 6,909 S/. 79 S/. S/. - S/. 749 S/. 7,737 Mining lands 23,463 1,675 25,138 Mining concessions (d) 228,874 14,897 243,771 Building, constructions and other 395,914 121 (9,749) 48,203 434,489 Machinery and equipment 585,109 34,663 (79,725) (4,631) 7,118 542,534 Transportation units 29,773 263 (9,091) (993) 1,534 21,486 14,501 Furniture and mixtures 16,950 22 (5,088) 2,617 Work in progress 56,094 18,533 (60,221) 14,406 Mine closure costs, notes 3 and 17(c) 17,642 27,967 45,609 1,360,728 98,220 (103,653) (5,624) - 1,349,671 Accumulated depreciation and amortization Mining lands 10,821 2,112 12,933 Mining concessions (d) 77,529 16,330 93,859 Building, constructions and other 207,509 23,848 (8,616) 222,741 Machinery and equipment 421,019 41,131 (78,460) (4,629) 379,061 Transportation units 20,962 1,646 (8,037) (858) 13,713 Furniture and mixtures 10,002 894 (4,942) 5,954 Mine closure costs, note 3 9,327 28,802 38,129 757,169 114,763 (100,055) (5,487) 766,390 Net cost 603,559 583,281 Fully depreciated assets as of December 31, 2004 and 2005 amount to S/405,937,000 and S/360,187,000, respectively. Currently, these assets are being used by the Company. (c) The distribution of annual depreciation and amortization was as follow: 2003 (Stated in thousands of peruvian nuevos soles) Inventories S/. 817 Operating costs 63,786 Exploration cost in non-operative mining areas 479 Others 2,643 67,725 47 2004 S/. 44 74,077 1,404 75,525 2005 S/. 2,298 111,177 571 717 114,763 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 (d) The 2005 movement of cost and accumulated amortization of mining concessions are shown below: Balance as of Balance as of January 1, 2005 Additions December 31, 2005 (Stated in thousands of peruvian nuevos soles) Cost Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C.- CEDIMIN S/. 175,456 S/. S/. 175,456 Inversiones Colquijirca S.A. 42,476 42,476 Minas Poracota S.A. 8,763 8,763 Sociedad Minera El Brocal S.A.A. 5,549 6,134 11,683 Minera Paula 49 S.A.C. 5,393 5,393 228,874 14,897 243,771 Accumulated amortization Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN 54,117 10,897 65,014 Inversiones Colquijirca S.A. 21,364 2,967 24,331 Sociedad Minera El Brocal S.A.A. 2,048 493 2,541 Minera Paula 49 S.A.C. 1,973 1,973 77,529 16,330 93,859 Net Cost 151,345 149,912 14. Development costs, net (a) Movement of the cost and accumulated amortization as follow: Balance as of January 1, 2005 (Stated in thousands of peruvian nuevos soles) Cost Uchucchacua S/. 94,821 Orcopampa 60,681 Antapite 60,280 Ishihuinca 16,624 Poracota Veta Nazareno Mine closing costs, note 3 21,938 254,344 Accumulated amortization Uchucchacua 45,694 Orcopampa 18,558 Antapite 17,498 Ishihuinca 15,469 Mine closing costs, note 3 13,867 111,086 Net cost 143,258 b) The annual amortization was distributed as follows: (Stated in thousands of peruvian nuevos soles) 2003 Exploration and development costs in operational mining sites, note 24 Exploration cost in-non operational mining areas Inventories S/. 16,445 238 16,683 Balance as of Additions December 31, 2005 S/. 2,667 38,940 1,910 751 12,263 1,055 57,586 S/. 97,488 99,621 62,190 17,375 12,263 1,055 21,938 311,930 8,741 13,056 12,656 900 1,567 36,920 54,435 31,614 30,154 16,369 15,434 148,006 163,924 2004 2005 S/. 31,120 2,145 63 33,328 S/. 34,090 2,830 36,920 15. Bank loans Bank loans, mainly contracted in U.S. dollars consist of: (Stated in thousand of peruvian nuevos soles) Inversiones Mineras del Sur S.A. Banco de Crédito del Perú Banco Wiese Sudameris Sociedad Minera El Brocal S.A.A. Banco Interamericano de Finanzas - BIF Other subsidiaries 2004 2005 9,521 - 3,431 22,302 3,283 346 13,150 496 26,229 As of December 31, 2004 and 2005, this caption is mainly conformed by pre and post-export loans obtained from various domestic banks. 48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 The weighted average annual interest rates on bank loans were 3.12 percent and 4.85 percent at December 31, 2004 and 2005, respectively. accoun ounts pay 16. Trade acc oun ts pa yable Trade accounts payable are mainly originated by the acquisition of materials, supplies and spare parts. These obligations are stated in local and foreign currency, have current maturities and do not accrue interest. No guarantees have been granted. 17. Other liabilities (a) This item is made up as follow: (Stated in thousands of peruvian nuevos soles) Accrual for mine closing costs (c) Stock appreciation rights (b) Income tax payable Other taxes payable Accounts payable to a joint venture partner Remuneration and similar benefits payable Workers’ profit sharing payable Derivative instruments payable Accrual for labor contingencies Royalties payable to the Peruvian Government Royalties payable to third parties, note 36(b) Dividends payable Other liabilities, each individually less than S/1,500,000 2004 S/. 67,521 47,047 25,143 20,072 9,435 7,202 11,738 3,140 6,639 2,513 1,467 14,809 216,726 2005 S/. 92,371 59,324 37,299 20,538 18,218 17,100 14,657 8,100 4,744 3,825 2,874 2,274 20,125 301,449 (39,881) (32,444) (9,435) (1,705) (83,465) 133,261 (44,377) (34,257) (18,218) (96,852) 204,597 Long - term portion Accrual for mine closing costs Stock appreciation rights Accounts payable to a joint venture partner Others Current portion (b) Stock Appreciation Rights - The Company has a program under which certain executives earn a cash bonus equal to that executive’s allotted number of shares multiplied by the difference between the market value at a future date of the Company’s shares and the base price on the executive’s share. This program remains in effect as long as the executive works for the Company at each program’s settlement date. The measurement is made at the end of each reporting period based on the current market price of the shares. Compensation expense is recognized ratably over the vesting period established in each program. The number of shares units which will be granted to executives subject to the stock appreciation rights bonus in future years, are as follows: Years Number of shares 2006 2007 2008 2009 2010 Thereafter 383,400 400,200 396,800 343,500 282,700 558,000 2,364,600 In 2005, the Company recorded an expense amounting to S/26,883,000 in connection with this program (S/49,594,000 and S/ 2,135,000 in 2003 and 2004, respectively), which is recorded in the “general and administrative” caption in the consolidated statements of income. (c) Accrual for mine closing costs Movements within the accrual for mine closing costs follow: Balance as of January 1, 2004 Disbursements Additions and changes in estimates Accretion expense, note 30 Gain from exposure to inflation Balance as of December 31, 2004 Disbursements Additions and changes in estimates, note 13 Accretion expense, note 30 Balance as of December 31, 2005 49 S/. 51,202 (5,691) 21,019 7,056 (6,065) 67,521 (10,738) 27,967 7,621 92,371 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 The increase in the accrual of 2005 is explained mainly by the new estimation of the closing costs for the Colquirrumi mining unit, which has not being operating for more than 15 years. The accrual for mine closing costs is based on studies completed by independent parties, in accordance with current environmental protection regulations, see note 36(a). The accrual for mine closing costs corresponds mainly to activities that have to be completed for the restoration of the mining units and affected areas as a consequence of the exploitation activities. The main works that have to be completed are the land movements, reforestation labor and remove of the mining plants. 18. Long-term debt (a) Long-term debt, denominated in U.S. dollars, was as follows: Annual (Stated in thousands of Guarantee interest rate peruvian nuevos soles) Sociedad Minera El Brocal S.A.A. Final maturity 2004 2005 Banco de Crédito del Perú (capital lease) Leased property 5.34% June 2008 - 1,181 Banco de Crédito del Perú (capital lease) Leased property 6.36% June 2007 - 808 Banco de Crédito del Perú (capital lease) Leased property 5.00% June 2007 1,044 676 BBVA Banco Continental Pledgeovermachineryand ThreemonthLibor equipmentforUS$1,000,000; plus2.35% and cash flow from collection of a client November 2009 12,147 (Pre-paid in December 2005) - Banco de Crédito del Perú Pledge over machineryand Three month Libor equipment for US$5,822,000; plus3.75% and cash flow from collections of two clients September 2006 10,532 (Pre-paid in December 2005) - Guaranteed by Buenaventura 4.50% September 2005 22,981 - Guaranteed by Buenaventura Three month Libor April 2005 plus 1.2% (3.76% as of December31,2004) 4,323 - 336 51,363 (36,332) 15,031 333 2,998 (1,631) 1,367 Inversiones Mineras del Sur S.A. Banco de Crédito del Perú Consorcio Energético de Huancavelica S.A. BBVA Banco Continental Others Current portion Long-term portion (b) The long-term debt maturity schedule as of December 31, 2005 is as follows: ec emb er 31, (Stated in thousands of peruvian nuevos soles) Dec ecemb ember Year ended D 2007 2008 Amount S/. 1,084 283 1,367 (c) The weighted average annual interest rates of the long - term debt were 4.92 percent and 5.56 percent during 2004 and 2005, respectively. 19. Minority interest The 2004 and 2005 movement of minority interest is as follows: (Stated in thousands of peruvian nuevos soles) Beginning balance Minority share in the results Contributions from minority shareholders Cumulative unrealized loss on derivative instruments Cumulative effect at change in accounting principle in El Brocal (stripping costs) Dividends paid to minority shareholders of S.M.R.L Chaupiloma Dos de Cajamarca Reduction of capital stock Others Ending balance 2004 S/. 48,428 28,171 13,778 2005 S/. 66,347 66,003 2,566 1,193 - (25,684) (33,521) 3,877 5,614 66,347 (36,840) 6,662 80,247 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 20. Shareholders’ equity (a) Capital stock The Company has common shares entitled to exercise voting rights that represent the 100 percent of its outstanding share capital. As explained in note 2(s), 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 December 31, 2005 is as follows: Result from Number Nominal exposure to Capital of shares value inflation stock (Stated in thousands of peruvian nuevos soles) Common shares 137,444,962 S/. 549,780 S/. 96,634 S/. 646,414 Treasury shares (10,565,130) (42,261) (7,398) (49,659) 126,879,832 507,519 89,236 596,755 As a result of the restatement of the 2004 financial statements for inflation at December 31, 2004, the Company is permitted to issue additional common shares for a total value of S/96,634,000. The capital stock structure as of December 31, 2004 and 2005 is shown below: Number of shares Percentage 2004 2005 Less than 0.20% 1,581 1,395 From 0.20% to 1.00% 20 19 From 1.01% to 5.00% 21 23 From 5.01% to 10.00% 3 3 From 10.01% to 100.00% 1 1 Whole participation 2005 2004 8.63 9.67 12.68 10.66 42.27 46.25 22.40 19.40 14.02 14.02 The market value of the common shares is S/97.10, equivalent to US$28.30 as of December 31, 2005 (S/75.18, equivalent to US$22.90 as of December 31, 2004), and presents a negotiation rate of 100 percent. (b) Investment shares The investment shares are not entitled to exercise voting rights and do not represent the Company’s stock obligation. However, investment shares confer upon the holders thereof the right to participate in the dividends distributed. As explained in note 2(s), 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 December 31, 2005 follows: Result from Number of Nominal exposure to Investment shares value inflation shares (Stated in thousands of peruvian nuevos soles) Investment shares 372,320 S/. 1,489 S/. 260 S/. 1,749 Investment shares held in treasury (30,988) (124) (3) (127) 341,332 1,365 257 1,622 As a result of the restatement of the 2004 financial statements for inflation at December 31, 2004, the Company is permitted to issue additional shares for a total value of S/260,000. (c) Additional capital The additional capital of the Company includes the following as of December 31, 2005: - 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 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) Treasury shares maintained by subsidiary As explained in note 2(s), the values of treasury shares are presented net of the capital stock and investment shares, and increasing the additional capital account. (f) Declared and paid dividends The information about declared and paid dividends in the years 2003, 2004 y 2005 is as follows: Declared Meeting/Board Date dividends Dividends 2003 Mandatory annual shareholders’ meeting March 31 S/. 44,198,000 Board of Directors July 31 80,280,000 51 Dividends per share S/. 0.32 0.58 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 Board of Directors October 28 47,771,000 172,249,000 (13,085,000) 159,164,000 0.35 March 26 October 28 77,823,000 73,208,000 151,031,000 (11,567,000) 139,464,000 0.56 0.53 Less - Dividends paid to Condesa Dividends 2004 Mandatory annual shareholders’ meeting Board of Directors Less - Dividends paid to Condesa Dividends 2005 Mandatory annual shareholders’ meeting March 31 80,623,000 0.58 Board of Directors October 26 84,096,000 0.61 164,719,000 (12,713,000) 152,006,000 Less - Dividends paid to Condesa (g) Cumulative translation gain (loss) - This amount corresponds to the exchange differences that arise as a result of applying the methodology described in Note 2(f ) 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 related investment is disposed of. 21. Taxa axation tion (a) Buenaventura and their subsidiaries are subject to Peruvian tax law. As of December 31, 2005, the statutory income tax rate in Peru is 30 percent. Non - domiciled companies in Peru and individuals must pay an additional tax of 4.1 percent over received dividends. (b) 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: eview b open by authorities Entity Years op en tto o rre y tax author ities Buenaventura Buenaventura Ingenieros S.A. Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN Compañía Minera Condesa S.A. Compañía Minera Colquirrumi S.A. Consorcio Energético de Huancavelica S.A. Contacto Corredores de Seguros S.A. Sociedad Minera El Brocal S.A.A. Inversiones Mineras del Sur S.A. Minas Conga S.R.L. S.M.R.L. Chaupiloma Dos de Cajamarca Minera La Zanja S.R.L. Minas Poracota S.A. Minera Minasnioc S.A.C. 2001, 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2001, 2003, 2004 and 2005 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2002, 2003, 2004 and 2005 2001, 2002, 2003, 2004 and 2005 2002, 2003, 2004 and 2005 2004 and 2005 2005 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 carryforward in S/114,001,000. The main issue is that the Company considered certain revenues (dividends and equity participation) as taxable for determining the tax loss carryforward. In opinion of the Company’s legal advisors, the assessment does not have solid grounds. 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 carryforward. 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 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. 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 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, 2004 and 2005. (c) With the purpose of determining the income tax and the value added tax, the transfer prices among related parties and for transactions with companies domiciled in countries considered tax havens, prices should be supported by documentation containing information about the valuation methods applied and criteria used in its determination. Based on an analysis of the Company’s operations, Management and its legal advisors do not believe that the new regulations will result in significant contingencies for the Company as of December 31, 2004 and 2005. (d) The Company has the benefit to recover the value added tax of the sales export. Therefore, the tax paid in the acquisitions can be applied to the tax from its sales or other tax obligations, or request a refund. During the year 2005, Buenaventura has asked for the refund of the valued added tax for S/39,570,000. On December 31, 2005, the amount pending at refund from the tax authority of S/8,310,000 is included in the caption “other accounts receivable”. 22. Net sales by geographic region sales agreements The Company’s revenues primarily result from the sale of precious metal concentrates, including silver-lead, silver-gold, zinc and lead-gold-copper concentrates and ounces of gold. The following table shows net sales by geographic region: (Stated in thousands of peruvian nuevos soles) 2003 2004 2005 Peru Europe North America Asia Oceania South America S/. 383,180 289,597 28,793 26,065 2,266 729,901 S/. 437,411 424,614 50,736 15,838 928,599 S/. 435,701 218,053 160,011 44,307 77,969 554 936,595 Income (expense) from hedging transactions of subsidiary 5,405 (20,158) 908,441 936,595 735,306 In 2005, the Company’s three largest customers accounted for 18%, 17% and 13%, respectively, of total sales (20%, 16% and 13% of total sales in 2004). As of December 31, 2005, 61% of the trade accounts receivable is related to these customers (48% as of December 31, 2003). Some of these customers have sale contracts with the Company that guarantee them the production output from specified Company mines at prices based on market quotations or previously agreed. Currently, the production of the mining units of the Company is subject to such sale agreements; these agreements have various maturity dates but do not extend beyond December 31, 2012. 23. Operating costs This item is made up as follow: (Stated in thousands of peruvian nuevos soles) 2003 2004 2005 Contractors S/. 115,313 Supplies 74,359 Personnel expenses 67,134 Others 49,194 Slow moving and obsolescence supplies reserve, note 10(b) 624 306,624 24. Exploration and development cost in operational mining sites This item is made up as follow: (Stated in thousands of peruvian nuevos soles) 2003 Exploration expenses Uchucchacua Orcopampa Antapite Shila Ishihuinca Julcani Paula Others S/. 122,803 84,327 82,893 47,785 2,889 340,697 S/. 137,828 88,427 75,363 32,327 9,382 343,327 2004 2005 S/. 22,926 21,883 12,967 5,034 4,129 1,627 1,301 42 S/. 38,111 22,628 13,817 4,708 6,843 4,191 3,446 2,571 S/. 34,797 26,299 18,707 12,580 4,872 4,708 - 69,909 96,315 101,963 16,445 86,354 31,120 127,435 34,090 136,053 Amortization of development costs, note 14(b) 53 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 25. Exploration costs in non-operational mining sites This item is made up as follows: 2003 2004 2005 S/. 45,797 S/. 81,812 S/. 85,680 1,948 4,295 2,876 9,119 4,339 59,255 4,507 4,507 1,922 88,241 6,239 6,239 91,919 2003 S/. 29,493 49,594 16,673 3,859 1,730 943 750 989 5,952 13,178 123,161 2004 S/. 31,802 2,135 18,569 4,655 2,164 1,649 668 890 1,146 13,188 76,866 2005 S/. 32,369 26,883 20,984 7,407 1,970 1,540 2,224 1,227 76 17,950 112,630 2003 S/. 25,142 25,142 2004 S/. 24,918 6,639 31,557 2005 S/. 26,143 14,207 40,350 2003 S/. 18,425 2004 S/. 12,913 2005 S/. 11,900 6,231 1,120 25,776 3,412 1,514 17,839 2,117 1,847 15,864 2003 2004 2005 S/. 5,639 1,813 333 7,785 S/. 5,726 5,022 1,384 12,132 S/. 8,539 2,503 604 11,646 (7,361) (1,326) (8,687) (4,609) (2,906) (7,515) (2,824) (2,973) (5,797) 2003 2004 2005 (Stated in thousands of peruvian nuevos soles) In areas external to the mining sites Mining concessions agreements In mining sites Huachocolpa Julcani Paula Studies and project expenses 26. General and administrative expenses This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Personnel expenses Officers’ compensation, note 17(b) Professional fees Board members’ remuneration Insurance Supplies Maintenance Rentals Accrual for doubtful receivable, note 7(c) Other expenses 27. Royalties This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Royalties to third parties, note 36(b) Royalties to the Peruvian Government 28. Selling expenses This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Freight Sundry services Others 29. Interests income and expense This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Interest income Interest on deposits Change in the fair value of investment fund Interest on loans Interest expense Interests on loans Others 30. O ther ther,, net This item is made up as follows: (Stated in thousands of peruvian nuevos soles) Other revenues Gain on sale of property, plant and equipment Revenue from insurance S/. 1,175 - 54 S/. 259 273 S/. 1,160 922 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 Dividends received from Cerro Verde Gain from sale of supplies Others Other expenses Accretion expense, notes 3 and 17 (c) Additional taxes Social disbursements Damages in Colquijirca mining unit Depreciation, note 13 (c) Labor contingencies Administrative penalties Employee termination bonuses Accrual for impairment loss on investments Others 2,871 2,989 7,035 4,871 287 5,690 5,025 7,107 4,724 1,246 1,313 2,643 1,657 1,046 874 6,336 19,839 (12,804) 7,056 2,232 925 1,404 3,443 817 3,318 19,195 (13,505) 7,621 6,990 2,883 2,325 717 1,604 730 2,542 25,412 (18,305) Net 31. Income tax and workers’ profit sharing (a) As explained in note 2(p), Buenaventura and their subsidiaries recognize temporary differences between tax and book basis of assets and liabilities through the recording of deferred tax assets and liabilities. The income tax and workers’ profit sharing asset is composed of the following: Credit (debit) to the consolidated statements of income Charge to shareholders’ equity for change Balance Workers’ in accounting as of Balance as of Income profit principle December 31, (Stated in thousands of January 1st, 2005 tax sharing (note 3) 2005 peruvian nuevos soles) Deferred asset Deferred income from sale of future production S/. 217,578 S/. 22,021 S/. 6,383 S/. S/. 245,982 Accrual for mining closing 17,669 4,186 1,214 23,069 Officers’ compensation 11,922 678 196 12,796 Slow moving and obsolescence supplies reserves 3,091 4,612 1,337 9,040 Exploration expenses 11,512 (2,729) (791) 7,992 Impairment of property, plant and equipment 5,840 (302) (88) 5,450 Tax loss carryforward 3,967 3,967 Unrealized gain with affiliates 4,159 (393) (114) 3,652 Royalties payable to the Peruvian government 1,946 (776) (225) 945 Allowance for doubtful accounts receivable 1,786 286 83 2,155 Accrual for labor contingencies 2,087 561 163 2,811 Others 3,542 3,461 1,006 8,009 285,099 31,605 9,164 325,868 Less - Allowance for deferred asset (12,739) (914) (266) (13,919) 272,360 30,691 8,898 311,949 Deferred asset Deferred liability Deferred stripping costs (19,956) 19,956 Other (7,105) 2,517 730 (3,858) Deferred liability (27,061) 2,517 730 19,956 (3,858) Deferred asset, net 245,299 33,208 9,628 19,956 308,091 The Company has not recorded a deferred income tax and workers’ profit sharing liability originated by the excess of the book basis over the tax basis of the investments in shares due to the following: - In the case of the affiliate Cerro Verde under any circumstance - dividend distribution or sale of the investment - the reversal of the basis difference will not be taxable. Cerro Verde S.A. is a company that quotes its shares in the Lima Stock Exchange and, in accordance with the Peruvian tax regulations, any gain or losses arising from the disposition of these shares are not taxable. On the other hand dividends distributions are income tax exempt. - In the case of the affiliate Yanacocha, Buenaventura’s management has the intention and ability of maintaining the investment until the date of the depletion of its gold and silver reserves; in this sense, it considers that the temporary difference will be reverted through future dividends, which are not taxable. On the other hand, Buenaventura’s management has the ability of reversing the temporary difference, by other form different than dividends distributions, without any tax effects. (b) The current and deferred portions of the income tax and workers’ sharing expense (benefit) amounts for the years 2003, 2004 and 2005 included in the consolidated statements of income are made up as follows: 55 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 (Stated in thousands of peruvian nuevos soles) Expense (benefit) for income tax Current S.M.R.L. Chaupiloma Dos de Cajamarca Inversiones Mineras del Sur S.A. Buenaventura Inversiones Colquijirca S.A. Consorcio Energético de Huancavelica S.A. Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN Others Deferred Buenaventura Inversiones Colquijirca S.A. Inversiones Mineras del Sur S.A. Others Total Expense (benefit) for workers’ profit sharing (i) Current Inversiones Colquijirca S.A. Buenaventura Inversiones Mineras del Sur S.A. Consorcio Energético de Huancavelica S.A. Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN Others 2003 2004 S/. 30,683 6,543 - S/. 37,509 12,642 10,345 8,368 2,126 S/. 44,970 11,828 19,765 28,107 1,257 1,283 38,509 1,051 620 72,661 2,147 540 108,614 (228,834) (4,916) (2,798) (247) (236,795) (198,286) 21,582 7,370 384 29,336 101,997 (28,212) (1,199) (3,216) (581) (33,208) 75,406 2,111 - 2,426 2,998 3,664 373 8,147 5,729 3,431 220 187 2,298 305 86 9,852 622 48 18,197 2005 Deferred Buenaventura Inversiones Colquijirca S.A. Inversiones Mineras del Sur S.A. Others (62,896) 6,256 (8,178) (1,425) 2,136 (348) (811) 112 (934) (53) (168) (65,185) 8,504 (9,628) Total (62,887) 18,356 8,569 (i) In accordance with Peruvian legislation, mining companies that have more 20 employees should accrue an amount equal to 8 percent of annual taxable income to be distributed under an employee profit-sharing plan. As of December 31, 2002, 2003 and 2004, S.M.R.L. Chaupiloma Dos de Cajamarca Contacto Corredores de Seguros S.A. and Compañía Minera Condesa S.A. have less than 20 employees. (c) During 2003, 2004 and 2005 the provision for tax and workers’ profit sharing recorded in the consolidated income statement is as follow: (Stated in thousands of peruvian nuevos soles) 2003 2004 2005 Income before income tax and workers’ profit sharing S/. 37,298 S/. 834,174 S/. 1,101,377 Legal combined rate 32.84% 35.60% 35.60% Expected income tax and workers’ profit sharing according to the legal combined rate 12,249 296,966 392,090 Permanent differences Share in affiliated companies (i) (183,102) (205,005) (309,986) Effect of fair value of derivative instruments (ii) 73,085 20,923 31,282 Effect of fair value of derivative contracts turned into normal sale contracts (iii) (94,794) (61,424) Gain in exchange difference at derivative instruments 1,886 Change in valuation allowance (53,944) 1,180 Gain in normal sale contracts due to market price difference 3,765 Non-deductible exploration expenses 3,430 2,219 Amortization of goodwill 1,620 2,259 Effect of change in tax rate (21,978) Other permanent items 7,311 2,419 20,704 (273,422) (176,613) (308,115) (261,173) 120,353 83,975 Total (i) According to current Peruvian tax regulations, the equity participation in affiliates, including dividends received, are not taxable. (ii) According to current Peruvian tax regulations, the loss on derivative instruments is not deductible to the extent it is generated abroad. (iii) Effective January 1, 2003, the Company adopted IAS 39, recording the initial effect of the fair value of all derivative contracts in the equity account: retained earnings (loss). In December 2003 and May 2005, the Company modified certain conditions of its 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 derivative contracts to qualify them as sales contracts; pursuant to this revision, the related loss (negative fair value) became a temporary difference under current Peruvian tax regulations. The income tax effect has been recorded in each year because the change of status of a permanent, to a temporary item occurred in December 2003 and May 2005. (iv) Effective April 1, 2004, the statutory income tax rate in Peru is 30 percent. Until December 31, 2003, the income tax rate was 27 percent. In both periods the workers’ profit sharing rate was 8 percent. 32. Basic and diluted earning per share The computation of the Basic and diluted earning per share for the year ended December 31, 2003, 2004 and 2005 is presented below: For the year ended December 31, 2003 Net income (numerator) Basic and diluted income per share before the cumulative effects of accounting changes 247,448,000 Cumulative effect of accounting change due to mine closing (72,295,000) Cumulative effect of accounting change due to stripping costs Basic and diluted net income per share 175,153,000 Shares (denominator) For the year ended December 31, 2004 Earnings Net income per share (numerator) Shares (denominator) For the year ended December 31, 2005 Earnings Net income per share (numerator) Shares (denominator) Earnings per share 127,236,219 1.95 685,650,000 127,236,219 5.39 951,399,000 127,229,844 7.48 127,236,219 (0.57) - - - - - - - - - - - (10,416,000) 127,229,844 (0.08) 127,236,219 1.38 685,650,000 127,236,219 5.39 940,983,000 127,229,844 7.40 The number of shares to be used as the denominator in the calculation of basic and diluted earnings per share for the years ended December 31, 2003, 2004 and 2005 was determined as follows: 2003 2004 2005 Common shares Investment shares 137,444,962 372,320 137,817,282 (10,581,063) 127,236,219 127,236,219 Less - Treasury shares 137,444,962 372,320 137,817,282 (10,581,063) 127,236,219 127,236,219 137,444,962 372,320 137,817,282 (10,596,118) 127,221,164 127,229,844 Weighted average number of shares outstanding 33. Disclosure about information by segments International Accounting Standard (IAS) 14, requires enterprises to disclose financial information by business and/or geographical segment. Companies should consider their organizational and management structure and their internal financial reporting system when identifying segments. Segments are generally defined by the manner in which the Company presents data to high-level management for their use in evaluating each units past performance. The most important segment is Mining, which activities are carried out through nine companies. Management considers that these mining companies can be combined into one reportable mining segment because they show similar financial performance and similar characteristics related to the nature of their products, the nature of their production process, their clients and legal environment. The electric, mining consulting and insurance segments are not significant and, therefore, are not considered in the evaluation of business development. Therefore, management considers that the Company’s only reportable segment is mining. 34. 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. The table below presents a summary of the commodity derivative contracts outstanding as of December 31, 2005: Metal Quantity (ounces) Price range Period Gold Silver Minimal 292,500 (i) 200,000 (ii) Maximum 340,000 400,000 (US$/Oz) 345 a 356.59 6.00 January 2006 - July 2011 January 2006 - August 2006 (i) Guaranteed with an average price of US$345 per ounce only and when gold price is above US$285.00 per ounce. (ii) Guaranteed with a minimum price of US$6.00 per ounce (only and when silver price is above US$4.00 per ounce. Related to the derivative instruments contracts maintained during 2003, 2004 and 2005, Buenaventura and El Brocal recorded the following: - In January 2003, Buenaventura charged S/458,189,000 to retained earnings and El Brocal credited S/1,742,000, net of minority interest, to the equity account of “cumulative unrealized loss on derivative instruments” in connection with initial adoption of IAS 39. - In 2005, Buenaventura recognized a loss of S/87,872,000 (losses of S/21,937,000 and S/668,030,000 in 2004 and 2003, respectively) due to the changes in fair value occurred during those periods, which are presented separately in the consolidated statements of income. In addition, it recognized expenses of S/36,837,000 for the reduction of the Company’s 57 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2003, 2004, and 2005 hedge book exposure in 120,000 ounces of gold during the first quarter of 2004. These amounts are presented separately in the consolidated statements of income. - In 2004, El Brocal credited S/4,621,000 (a charge of S/8,085,000 in 2003), net of minority interest, to the equity account “Cumulative unrealized loss on derivative instruments”, due to the changes in fair value occurred during those periods. As of December 31, 2005, El Brocal does not have derivative contracts to offset the risk of metal price fluctuations. In addition, the liability presented in the consolidated balance sheets for S/59,138,000 and S/168,017,000 as current and noncurrent portions, respectively, corresponds to the fair value of derivative instruments of Buenaventura as of December 31, 2005 (S/70,927,000 and S/267,852,000 as current and non-current portions, respectively, as of December 31, 2004). In 2006, Buenaventura’s management has decided to change the nature of the derivative contracts as of December 31, 2005 in order to qualify them as normal sale contracts. The values of these contracts will be settled on the date that the modifications are accepted by Buenaventura and the counterparty. (b) Normal sale contracts of gold zinc and silver During 2005 and 2003, Buenaventura modified the terms of certain derivative instruments contracts in order to qualify them as normal sale contracts. Likewise, during 2004, El Brocal made similar changes to their derivative contracts in order to qualify them as normal sale contracts. As of December 31, 2005, the settled values for these contracts amounting to S/107,079,000 and S/613,791,000, as current and non-current liabilities, respectively are presented as “deferred income from sale of future production” in the consolidated balance sheets (S/74,937,000 and S/568,772,000 like current and non-current liabilities as of December 2004). Since this date, such amount will be credited to income as delivery of the committed ounces of gold occurs. In 2005, Buenaventura delivered 282,000 ounces of gold as part of the sale contracts above mentioned (198,000 ounces in 2004). As a consequence, Buenaventura recognized revenues of S/92,753,000 in the caption “realized revenue from sale of future production” in the consolidated statements of income (S/68,837,000 during 2004). As of December 31, 2005 Buenaventura is committed to sell 1,981,000 ounces of gold at prices ranging up US$451 per ounce until December 2012. During 2005, El Brocal has complied with all the settled deliveries of zinc and silver. 35. Fair vvalue alue of financial instr umen ts instrumen uments The information about fair value of the financial instruments, including derivatives, is presented below: - Current assets and liabilities approximate their fair value due to the short-term maturities of these financial instruments. - The estimated fair value of the long-term debt is similar to its book value, as the terms and interest rates are from the market. - The estimated fair value of the derivative contracts is S/227,155,000 and is based on quotations received from the Company’s counter- parties, see note 34. 36. Commitments and Contingencies (a) Environmental matters The Company’s mining and exploration activities are subject to environmental protection standards. In order to comply with these standards, the Company has presented preliminary studies covering of environmental and Environmental Adjustment and Management Programs (PAMA) for each of the mining units. The Ministry of Energy and Mines has approved the PAMAs related to Uchucchacua, Julcani, Orcopampa, Colquijirca, Ishihuinca, Huachocolpa, Shila and Paula, as well as the Environmental Impact Study (EIA) of Antapite. As of December 31, 2005, the activities as defined in the PAMAs respective to the Uchucchacua, Julcani, Orcopampa, Colquijirca and Ishihuinca mining units had been completed. On October 14, 2003, the Congress issued the Law 28090 which regulates the procedures and commitments that the mining activities must follow in order to elaborate, file and implement a mining site closing plan, as well as establishes the constitution of a guarantee to assure the compliance of the committed plan in connection with protection, conservation and recuperation of the environment standards. On August 15, 2005 the corresponding ruling was approved. In accordance with the first regulation, the mining site closing plans approved before the issuance of this ruling have to be adequate to the new disposals in a term no greater than nine months since its publication. During the year 2005 the Company made disbursements in connection with activities included in the mining site closing plans by S/10,738,000 (S/5,691,000 and S/3,637,000 during the years 2004 and 2003). As of December 31, 2005, the Company has recognized a liability of S/92,371,000 (S/67,521,000 as of December 31, 2004) related to its future obligations for the closing of the mining units, see note 17(a). 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 2005 financial statements. (b) Land and mineral rights leases The Company has obtained the right to operate in certain areas through the execution of land lease contracts, as shown below: Year in which Lease holder Leasing company the contracts end Royalties Compañía de Minas Sindicato Minero Orcopampa S.A. 2043 10 % of the valorized production Buenaventura S.A.A. (Arequipa) subject to certain conditions. 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2003, 2004 and 2005 Inversiones Mineras del Sur S.A. El Futuro de Ica S.R.L. (Arequipa) 2015 7 % of concentrates revenues. Royalty expenses, which are included in the operating expenses section of the consolidated statements of income, are allocated among the mineral rights lease contracts, as follows: (Stated in thousands of peruvian nuevos soles) 2003 2004 2005 Sindicato Minero Orcopampa S.A. El Futuro de Ica S.R.L. S/. 22,869 S/. 22,706 S/. 23,932 2,273 2,212 2,211 25,142 24,918 26,143 Royalties payable amount to S/2,874,000 as of December 31, 2005 (S/2,513,000 as of December 31, 2004), see Note 17(a). Legal processes of Buenaventura Demand presented a the Federal Court at the United States of America – Buenaventura and Condesa, together with Newmont Mining, Newmont Second and certain individual persons, were seeded in a legal action in the Federal Court of the United Stated of America – Tenth Circuit (Colorado) with a French citizen that informed that he was affected by the revocation of BRGM, Mine Or and their related entities (SCRCM) over preferential rights on the shares of CEDIMIN. On March 16, 2005 all the involved parts reached to an extrajudicial agreement. As a consequence of this agreement, the demand, pending of motion at the Federal Court of the United States of America - Tenth Circuit and subsequently dismissed by the District Court, was filed definitively. Other From time to time in the normal course of its activities, the Company is involved in various legal proceedings of a diverse nature. Management believes that any possible loss, which may result from these lawsuits, will not have a materially adverse effect on the Company’s financial position. 37. Transaction with affiliated companies (a) The Company had the following transactions with its affiliated companies during the years ended December 31, 2003, 2004 and 2005: 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. In 2005, royalties earned amounted to S/152,342,000 (S/116,857,000 and S/128,889,000 in 2003 and 2004, respectively) and are presented as “royalties income” in the consolidated statements of income. Compañía Minera Condesa S.A. (“Condesa”) During 2005, Compañía Minera Condesa S.A. received cash dividends from Yanacocha for approximately S/264,034,000 (S/ 482,025,000 and S/414,911,000 in 2003 and 2004, respectively). Buenaventura Ingenieros S.A. (“Bisa”) In March 2002, Buenaventura Ingenieros S.A. signed a technical service agreement with Yanacocha to perform completion of analysis and studies, work plan design, and functions related to planning, monitoring and administrating the infrastructure projects required by Yanacocha in its operations. This contract expired on December 31, 2004 and was renewed in January, 2005 under the same terms. In 2005, the revenues related to this service contract amounted to approximately S/12,343,000 (S/11,408,000 and S/10,176,000 in 2003 and 2004 respectively). The profit between Bisa and Yanacocha is not significant and,therefore,has not been eliminated in the consolidated financial statements. 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 Conenhua signed a 10-year agreement covering electric energy transmission and infrastructure operation beginning November 2001. In exchange for operating and managing the transmission project, Yanacocha will pay an annual fee of US$3.7 million. During 2005, the revenues for these services amounted to approximately S/12,813,000 in 2005 (S/14,282,000 and S/13,265,000 in 2003 and 2004, respectively). The profit between Conenhua and Yanacocha is not significant and, therefore, has not been eliminated in the consolidated financial statements. (b) As a result of the above and other minor transactions, the Company has the following accounts receivable from affiliated companies: (Stated in thousands of peruvian nuevos soles) 2004 2005 Minera Yanacocha S.R.L. Others S/. 45,708 370 46,078 S/. 65,666 372 66,038 38. Explanation added for English language translation The accompanying consolidated financial statements are presented on the basis of accounting principles generally accepted in Peru. Certain accounting practices applied by the Company that conform with generally accepted accounting principles in Peru may differ in certain respects to generally accepted accounting principles in other countries. 59 60 BALANCE SHEETS COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. As of December 31, 2004 and 2005 Note 2004 2005 2005 (Note 4) 6 7 8 9 34(b) 10 11 S/. 303,887 52,155 64,252 5,478 14,704 47,909 30,460 518,845 46,107 2,193,150 225,371 98,385 6,199 255,407 3,343,464 S/. 291,440 52,884 37,565 14,307 25,979 69,623 29,675 521,473 10,714 2,841,039 240,434 116,997 5,303 291,797 4,027,757 US$ 84,943 15,414 10,949 4,170 7,572 20,292 8,649 151,989 3,123 828,050 70,077 34,100 1,545 85,047 1,173,931 15 16 34(b) 31(a) 31(b) 30,855 80,368 18,453 70,927 72,313 21,501 113,986 23,459 59,138 107,079 6,267 33,223 6,837 17,236 31,209 16 31(a) 31(b) 272,916 53,791 267,852 568,772 1,163,331 325,163 51,482 168,017 613,791 1,158,453 94,772 15,005 48,970 178,896 337,643 (Stated in thousands of peruvian nuevos soles and U.S. dollars) Assets Current assets Cash and cash equivalents Investment funds Trade accounts receivable Other accounts receivable, net Accounts receivable from subsidiaries and affiliates Inventories, net Prepaid tax and expenses Total cur currren entt assets Long-term accounts receivable from subsidiaries Investments in shares Property, plant and equipment, net Development costs, net Goodwill, net Deferred income tax and workers’ profit sharing asset, net Total assets shareholders eholders’’ equit equity Liabilities and shar eholders y, net Current liabilities Trade accounts payable Other current liabilities Accounts payable to subsidiaries and affiliates Derivative instruments Deferred income from sale of future production currren entt liabilities Total cur Other long-term liabilities Derivative instruments Deferred income from sale of future production Total liabilities 34(b) 12 13 14 28 eholders y, net Shar eholders’’ equit equity hareholders 17 Capital stock, net of treasury shares of S/49,659,000 in 2004 and 2005 Investment shares, net of treasury shares of S/66,000 in 2004 and S/127,000 in 2005 Additional capital Legal reserve Other reserves Retained earnings Cumulative translation loss Cumulative unrealized gain on investments in shares carried at fair value Cumulative unrealized loss on derivative instruments shareholders eholders’’ equit equity Total shar eholders y, net 596,755 596,755 173,930 1,683 610,659 129,276 923 734,059 (148,513) 256,331 (1,040) 2,180,133 1,622 609,734 129,276 923 1,598,716 (67,962) 240 2,869,304 473 177,713 37,679 269 465,962 (19,808) 70 836,288 Total liabilities and shar eholders y, net shareholders eholders’’ equit equity 3,343,464 4,027,757 1,173,931 These statements have been extracted and translated into English from the 2005 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 61 STATEMENTS OF INCOME COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2003, 2004 and 2005 Note 2004 2005 2005 (Note 4) (Stated in thousands of peruvian nuevos soles and U.S. dollars) Operating revenues Net sales Realized income from sale of future production Royalties income Total rre evenues Costs of operations Operating costs Exploration and development costs in operational mining sites Depreciation and amortization oper era Total ccosts osts of op er ations Gross margin Operating expenses General and administrative Exploration costs in non-operational mining sites Royalties Selling Amortization of goodwill oper era xpenses Total op er ating eexp xp enses Operating income (loss) Other income (expenses), net Share in affiliated companies, net Loss from change in the fair value of derivative instruments Interest income Interest expense Gain (loss) from exposure to inflation Other, net income (exp xpenses), Total other inc ome (e xp enses), net Income (expense) before workers’ profit sharing, income tax, and cumulative effect of accounting change Provision for workers’ profit sharing Provision for income tax Income before cumulative effect of accounting change Cumulative effect of accounting change for mine closing costs Cumulative effect of change in accounting principle due to stripping costs Net income 19 31(b) 34(a) S/. 521,862 8,614 530,476 S/. 683,599 68,837 9,377 761,813 S/. 662,646 92,753 10,856 766,255 US$ 193,135 27,034 3,164 223,333 20 275,763 332,290 361,357 105,321 21 13(c) 56,989 24,595 357,347 90,332 30,696 453,318 87,498 39,471 488,326 25,502 11,505 142,328 173,129 308,495 277,929 81,005 96,043 45,225 22,869 15,028 910 180,075 56,753 46,821 27,052 6,200 994 137,820 84,802 51,605 33,111 4,496 896 174,910 24,716 15,041 9,651 1,310 261 50,979 (6,946) 170,675 103,019 30,026 12(b) 627,888 624,624 919,047 267,866 31(a) 26 26 2(a) 27 (662,714) 9,421 (202) 825 (10,220) (35,002) (59,197) 9,385 (1,022) (18,464) (4,680) 550,646 (87,872) 8,545 (1,823) (413) 837,484 (25,611) 2,490 (531) (121) 244,093 (41,948) 62,896 228,834 721,321 (9,254) (31,927) 940,503 2,449 8,447 274,119 714 2,462 249,782 680,140 951,399 277,295 3(a) (72,295) - - - 3(b) 177,487 680,140 (10,416) 940,983 (3,036) 274,259 1.96 5.35 7.48 2.18 (0.57) - - - - - (0.08) (0.02) 22 23 24 25 28(b) 28(b) Basic and diluted earnings per share before cumulative effect of accounting change, stated in Peruvian nuevos soles and U.S. dollars 29 Cumulative effect of accounting change for mine closing costs 29 Cumulative effect of change in accounting principle due to stripping costs Basic and diluted earnings per share, stated in nuevos soles and U.S. dollars Weigh ver age numb er of shar es outstanding eightted aav erage number shares 29 29 1.39 5.35 7.40 2.16 127,236,219 127,236,219 127,229,844 127,229,844 These statements have been extracted and translated into English from the 2005 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 62 STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2003, 2004 and 2005 Capital stock, net of treasury shares (Stated in thousands of peruvian nuevos soles and U.S. dollars) Number of shares 126,879,832 Balance as of January 1st, 2003 Loss in the initial valuation of investments in shares maintained at fair value, note 2(e) Declared and paid dividends, note 17(f) Shares carried at fair value Loss in the initial valuation of derivative instruments, note 2(q) Gain in the initial valuation of derivative instruments classified as hedging instruments held by El Brocal, note 2(q) Loss from change in the fair value of derivative instruments classified as hedging instruments held by Subsidiary Transfer to legal reserve Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 17(g) Net income Balance as of December 31, 2003 126,879,832 Declared and paid dividends, note 17(f) Investments in shares maintained at fair value Gain from change in the fair value of derivative instruments classified as hedging instruments held by El Brocal, note 31(a) Transfer due to change in terms of hedging contracts held by the subsidiary El Brocal Realized income from sale of future production of El Brocal Transfer to legal reserve Others Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 17(g) Net income Balance as of December 31, 2004 126,879,832 Effect of adoption of the equity method on Sociedad Minera Cerro Verde S.A.A. investment, note 12(g) Declared and paid dividends, note 17(f) Investments in shares maintained at fair value Realized revenue from sale of future production of El Brocal Investment shares acquired by Subsidiary Cumulative loss for translation of investment in Minera Yanacocha S.R.L., (maintained through Compañía Minera Condesa S.A.) and in Sociedad Minera Cerro Verde S.A.A., note 17(g) Net income Balance as of December 31, 2005 126,879,832 Common Investment Additional shares shares capital S/. 596,755 S/. 1,683 S/. 610,659 Legal Other reserve reserves Cumulative unrealized Cumulative gain on unrealized Cumulative investments in loss on transaction shares carried derivative loss at fair valueinstruments Retained earnings S/. 81,537 - S/. 686,945 S/. 7,369 - Total - S/. 1,984,948 - - - - (5,957) - (159,164) - - 209,130 - (5,957) (159,164) 209,130 - - - - - (458,189) - - - (458,189) - - - - - - - - 1,742 1,742 - - - 17,749 - (17,749) - - (8,085) - (8,085) - 596,755 - 1,683 - 610,659 - 99,286 - 177,487 223,373 - (139,464) (36,764) (29,395) - 209,130 - (6,343) - (36,764) 177,487 1,705,148 (139,464) - - - - - - - 47,201 - 47,201 - - - - - - - - 4,621 4,621 - - - - - - - - - - - - - 29,990 - 923 (29,990) - - - 682 - 682 923 596,755 1,683 610,659 129,276 923 - (119,118) 680,140 734,059 (148,513) 256,331 (1,040) (119,118) 680,140 2,180,133 - - - - 75,680 - (152,006) (10,348) - (256,043) - - (190,711) (152,006) - - - - - - - (48) - (48) - (61) (925) - - - - - 1,040 - 1,040 (986) 596,755 1,622 609,734 129,276 923 940,983 1,598,716 90,899 (67,962) 240 - 90,899 940,983 2,869,304 These statements have been extracted and translated into English from the 2005 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 63 STATEMENTS OF CASH FLOWS COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2003, 2004 and 2005 2003 (Stated in thousands of peruvian nuevos soles and U.S. dollars) Operating activities Collection from customers S/. 508,007 Collection of dividends 547,356 Collection of royalties 8,614 Collection of interest 11,668 Payments to suppliers and third parties (293,516) Payments of exploration expenditures (91,291) Payments to employees (74,693) Payments of royalties (22,346) Payments of income tax (11,046) Payments of interest (203) Net cash provided by operating activities 582,550 Investing activities Net decrease (increase) of accounts receivable from subsidiaries and affiliates 45,640 Decrease (increase) on time deposits Decrease (increase) of investment fund (53,068) Proceeds from sale of plant and equipment 1,274 Payments by purchase of investments in shares (4,663) Purchase of mining rights, property, plant and equipment (46,923) Development expenditures (32,685) Payments from derivative instruments settled, net (19,020) Proceeds from sale of shares Net cash used in investing activities (109,445) Financing activities Payments of dividends (172,249) Net cash used in financing activities (172,249) Net increase (decrease) in cash and cash equivalents during the year 300,856 Cash and cash equivalents at beginning of year 88,787 389,643 Cash and cash equivalents at year-end, note 6 Reconciliation of net income to net cash provided by operating activities Net income 177,487 Add (deduct) Loss from change in the fair value of derivative instruments 662,714 Depreciation and amortization 25,795 Officers’ compensation, note 16 49,594 Amortization of development costs 10,553 Slow moving and obsolescence supplies reserve 361 Cumulative effect of accounting change 72,295 Accretion expense 2,795 Net cost of retired plant and equipment Amortization of goodwill 910 Share in subsidiaries and affiliated companies, net of dividends (80,533) Income from sale of future production Provisions for deferred income tax and workers’ profit sharing (291,730) Gain from change in the fair value of investment fund (1,813) Loss (gain) from exposure to inflation (825) Gain on sale of plant and equipment (1,030) Allowance for doubtful accounts 307 Net changes in assets and liabilities accounts Decrease (increase) of operating assets Trade and other accounts receivable (19,759) Inventories (3,391) Prepaid taxes and expenses (13,911) Increase (decrease) of operating liabilities Trade accounts payable and other current liabilities (7,269) Net cash provided by operating activities 582,550 Transac tions tha ec ash flo ws: ansactions thatt did not aff affec ectt ccash flow Transfer from derivative instruments to deferred income from sale of future production 709,963 Collection of dividends with application on account payable to subsidiaries Increase of the book value of long-term assets 4,566 Capitalization of accounts receivable from Compañía Minera Colquirrumi S.A. - 2004 2005 2005 (Note 4) S/. 675,031 146,605 9,282 9,089 (357,324) (105,847) (77,635) (23,291) (14,564) (1,022) 260,324 S/. 689,333 710,832 10,243 7,394 (386,291) (148,366) (88,412) (34,041) (5,902) (1,823) 752,967 US$ 200,913 207,179 2,985 2,155 (112,589) (43,243) (25,768) (9,922) (1,720) (531) 219,459 (51,311) (24,255) 469 (8,299) (30,665) (35,143) (70,430) 330 (219,304) 31,115 24,255 4,053 602 (519,791) (50,910) (41,607) (24,157) (576,440) 9,069 7,069 1,181 176 (151,498) (14,838) (12,127) (7,041) (168,009) (151,031) (151,031) (164,719) (164,719) (48,009) (48,009) (110,011) 389,643 279,632 11,808 279,632 291,440 3,441 81,502 84,943 680,140 940,983 274,259 22,360 30,985 2,135 27,335 2,426 2,555 994 (482,890) (68,837) 27,838 (2,529) 18,464 (203) - 87,872 39,996 26,883 21,693 16,435 10,416 5,601 1,485 896 (208,215) (92,753) (36,390) (2,503) - 25,611 11,657 7,835 6,323 4,790 3,036 1,632 433 261 (60,686) (27,034) (10,606) (730) - 221 4,528 (10,732) 17,245 (34,765) 785 5,026 (10,133) 229 5,534 260,324 (42,697) 752,967 (12,444) 219,459 - 172,540 50,289 6,341 6,384 7,716 1,861 2,249 3,532 - - These statements have been extracted and translated into English from the 2005 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 64 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. Management Alberto Benavides de la Quintana Chairman of the Board Roque Benavides G. President & CEO Since 02/22/01 Raúl Benavides G. Carlos Gálvez P. Mario Santillán F. César Vidal C. Vice President Business Development Vice President & CFO Vice President Operations Vice President Explorations Since Since Since Since Humberto Rodríguez C. Comptroller Since 01/01/84 Jaime Ayllón B. Fernando Castre F. Fernando Espá G Isaac Galarza C. Alejandro Hermoza M. Mario Palla P. Bernardo Rubio C. Federico Zúñiga T. Assistant Manager for IT Systems Assistant Manager Internal Audit Assistant Manager for Commercialization Assistant Manager for Logistics Assistant Manager for Administration and Human Resources Assistant Manager (Minera Colquirrumi) Assistant Manager for Concentration Plants Assistant Manager for Accounting Since 01/01/02 Since 05/23/05 Since 01/01/93 Since 01/01/94 Since 06/16/03 Since 07/01/03 Since 06/01/95 Since 01/01/84 Luis de la Cruz R. Head of La Zanja Project and Officer in charge of Community Relations Since 09/19/05 Julio Meza P. Carlos Rodríguez V. Chief Geologist Environmental Issues Director Since 07/01/04 Since 09/19/05 Julcani/Recuperada Felix Lewandowsky M. Orlando Quintanilla R. Ronald Estrella Mario Calderón S. Mario Loayza F. Juan Carlos Vargas B General Superintendent Assistant Superintendent Head of Recuperada Mine Head of Geologists Head of Concentration Plant Head of Human Resources Uchucchacua Daniel Briones A. Jose Luis Ilizarbe C. Iván Romero M. Raúl Goicochea F. Renán Valenzuela G. Jorge Páez J. Alejandro Merino T. General Superintendent Assistant Superintendent Mine Superintendent Concentration Plant Superintendent Head of Unit Geologists Unit Accountant Head of Human Resources Orcopampa Julio Rojas E. Marco Oyanguren L. César Hinostroza R. Luis Gamarra E. Percy Cárdenas A. Luis Góngora C. General Superintendent Mine Superintendent Chief of Processing Plant Head of Unit Geologists Unit Accountant Head of Human Resources 65 07/01/97 02/22/01 05/01/92 01/02/96 BOARD AND MANAGEMENT RESUME Alberto Benavides de la Quintana, Chairman of the Board* and member of the Compensations Committee. A Mining Engineer with a degree from the Universidad Nacional de Ingeniería (UNI) and MSc in Geology from Harvard University where he also took the Advanced Management Program offered by the Harvard Business School. A former employee of the Cerro de Pasco Corporation, Mr. Benavides has also served as Director for a number of companies including the Banco Central de Reserva del Perú. Norman Anderson, Director*. A Geologist, holding a degree from the University of Manitoba. Former employment includes working for AMAX and Cyprus Amax Inc. and serving as Executive President for Cominco. Luis Coleridge Alcántara, Director*. Member of the Auditing Committee. A graduate of the UNMSM, he holds a degree in Economic and Marketing Sciences and Accounting in addition to a PhD. He was partner of Arthur Andersen & Co. and professor at the UNMSM. Germán Suárez Chavez, Director. Member of the Compensations Committee and the Auditing Committee. Mr. Suárez is an economist from the UNMSM and holds an MSc in Economics from the University of Columbia. He has served as Chairman of the Board for the Banco Central de Reserva del Perú, where he has worked for most of his professional career. He was also President of the Banco de la Nación, Director of a number of companies and Governor before the IMF and the IADB. Felipe Ortiz-de-Zevallos, Director*, Member of the Compensations Committee and the Auditing Committee. He graduated from the UNI with an Industrial Engineering Degree, holds an MBA for Information Systems from the University of Rochester and completed Harvard’s Business School’s OPM program. Apart from his numerous academic and executive activities, he is Founder and President of Grupo APOYO since 1977. Aubrey Paverd, Director*. Mr. Paverd is a graduate of Rhodes University (BSc and MSc), and holds a PhD from James Cook University of North Queensland. He has worked with the Newmont Mining Corp. for 21 years, where he was appointed Vice President for Explorations, and was also involved with North Ltd. He presently works as a Private Consultant. Roque Benavides Ganoza, Director* and General Manager. He graduated as a Civil Engineer from the PUCP. He holds a MBA from Henley, completed the Management Development Program at Harvard Business School and the Advanced Management Program at Oxford University. He has worked at Buenaventura since 1977, is Director of 7 subsidiary companies and was President of SNMPE and CONFIEP. Carlos E. Gálvez Pinillos, Finance and Administration Manager. He is a graduate of UNFV (BA in Economics) and of the UP (MBA), as well as completing the Management Development Program at Harvard Business School. He has worked at Banco Minero del Perú and has worked in Buenaventura since 1978. He is Director of 4 subsidiaries. Raúl Benavides Ganoza, is the Company’s Business Development Manager. He holds a BA in Mining Engineering from the University of Missouri-Rolla, a Masters Degree in Mining Management from Pennsylvania State University and has completed the Advanced Management Program at Harvard Business School. He has worked in Buenaventura since 1980 and is Director of 12 related companies. Mario Santillán Farje, Operations Manager. He is a Mining Engineer from the UNI, with courses in Mines and Business Management at PUCP, UNI, UP and Colorado School of Mines. He worked in the Yuritala Mine and has worked in Buenaventura since 1970. César E. Vidal, Explorations Manager. He is a graduate of the UNI (BA in Geology), of the University of Liverpool (Ph.D.), and Heidelberg University (post-doctorate degree). Former employment includes working at Buenaventura Ingenieros and being an independent consultant for a number of mining companies. He has worked in Buenaventura since 1996, and is currently also Director of 2 subsidiary companies and Vice President of the Society of Economic Geologists Foundation. José Miguel Morales Dasso, Chief Lawyer since 1973 and graduate of the PUCP Law School. He completed the Training Program at Stanford University’s Business School. He has been a Partner of the Estudio Aurelio García Sayán Law Firm since 1973 and is Director of 5 subsidiaries and other companies. He is also an ex-President of the SNMPE and currently President of CONFIEP. Carlos Humberto Rodríguez Calle. Comptroller. BA in Economic, Marketing and Accounting Sciences from PUCP, with Business Studies at the U. de Piura. Former employment includes working for Petrolera Amotape S. A , Cyanamid Peruana S.A.; he has been working in Buenaventura since 1975. He is currently Secretary of the Auditing Committee and Ethics Officer for Buenaventura. * All Directors are members of the Committees of Corporate Governance and Nomination. 66 COMPAÑÍA DE MINAS BUENAVENTURA S.A.A. Stock Market Information Buenaventura’s Common and Investment Shares have been listed in the Lima Stock Exchange since 1871 and 1979 respectively. The Company’s American Depositary Shares (ADS) have been listed in the New York Stock Exchange since March 16, 1996 under the symbol of BVN. Since the beginning of the ADR program and up to November 12, 2003 1 ADS equaled 2 Common Shares. As from November 13, 2003 1 ADS equals to 1 Common Share. Shareholders structure and their respective nationalities (only includes shareholders controlling more than 5% interest as of year-end 2005. Name Interest Participation (%) Alberto Benavides Q. Nationality 14.022 Peruvian Compañía Minera Condesa S.A. 7.687 Peruvian Merrill Lynch Investment Managers Ltd. (UK) 6.262 Fidelity Management & Research Co. Total 5.453 33.424 British North American Shareholders structure, Common Shares as of year-end 2005. Ownership Number of Shareholders Less than 1% 1,414 Interest Participation (%) 20.32 Between 1% - 5% 23 46.25 Between 5% - 10% 3 19.41 1 1,441 14.02 100.00 More than 10% Total Shareholders structure, Investment Shares as of year-end 2005 Ownership Number of Shareholders Less than 1% 1,101 Interest Participation (%) 44.05 Between 1% - 5% 2 2.51 Between 5% - 10% 2 14.85 2 1,107 38.59 100.00 More than 10% Total 67 Corporate Information Compañía de Minas Buenaventura S.A.A. Investor Relations Daniel Dominguez Telephone: (511) 419 2536 E-mail: ddominguez@buenaventura.com.pe I-Advize Corporate Communications, Inc Maria Barona / Pete Majeski Telephone: (212) 406 3690 E-mail: pmajeski@i-advize.com mbarona@i-advize.com 68
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