6-K 1 bvn2q2003auding.htm PEREZ COMPANC DEL PERU S

FORM 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of June 2003

BUENAVENTURA MINING COMPANY INC.

(Translation of Registrant's Name into English)

 

CARLOS VILLARAN 790

SANTA CATALINA, LIMA 13, PERU

(Address of Principal Executive Offices)

 

 

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

Form 20-F X Form 40-F ___

 

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

Yes ___ No X

 

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

 

 

This report consists of consolidated Financial Statements issued by Compañía de Minas Buenaventura S.A.A. and subsidiaries on July 31, 2003, announcing the Company's Second Quarter and cumulative 2003 results

 

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

Interim unaudited consolidated financial information as of June 30, 2003 and for the three-month and six-month periods then ended

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

Interim unaudited consolidated financial information as of

June 30, 2003 and for the three-month and six-month

periods then ended together with the report of
Independent Auditors

 

 

Content

 

Report of Independent Auditors

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

 

 

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

 

1. We have made a limited review of the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries (together, "the Company") as of June 30, 2003 and the related consolidated statements of income and cash flows for the three-month and six-month periods then ended, and the statement of changes in shareholders' equity for the six-month period then ended, stated in Peruvian Nuevos Soles. The preparation of these financial statements is a responsibility of the Company's management.

2. The financial statements of Minera Yanacocha S.R.L. (an affiliated entity in which the Company has a 43.65 percent interest) as of June 30, 2003 and for the six-month period then ended, have been reviewed by other independent auditors, who have issued a limited review report dated July 21, 2003. The investment and share in the net income in this entity, based on its financial statements, amount to S/1,104.5 million at June 30, 2003 and S/175.9 million for the six-month period then ended, respectively.

3. We conducted our limited review in accordance with auditing standards generally accepted in Peru. A limited review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries to persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the interim consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

4. Based on our review and the report of the auditors of Minera Yanacocha S.R.L., which we have obtained and read, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with the accounting principles generally accepted in Peru.

 

5. We have previously audited, in accordance with auditing standards generally accepted in Peru, the accompanying consolidated balance sheet of Compañía Minera Buenaventura S.A.A. and subsidiaries as of December 31, 2002, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended (not presented herein). Our report dated March 4, 2003 expressed an unqualified opinion on those consolidated financial statements.

6. Effective January 1, 2003, the Company has adopted IAS 39 "Financial Instruments - Recognition and Measurement" which effects are described in notes 5 and 12 to the interim consolidated financial statements.

Countersigned by:

 

 

Víctor Burga

C.P.C. Register No.14859

Lima, Peru

July 25, 2003

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

Consolidated Balance Sheets

As of December 31, 2002 (audited) and June 30, 2003 (unaudited)

 

Note

2002

2003

2003

   

S/(000)

S/(000)

US$(000)

       

(Note 2)

Assets

       

Current assets

       

Cash and cash equivalents

3

90,047

170,208

49,022

Trade and other accounts receivable, net

 

85,152

86,904

25,030

Accounts receivable from affiliates

11

30,460

31,151

8,972

Inventories, net

4

73,919

77,548

22,335

Current portion of prepaid taxes and expenses

 

30,658

42,659

12,287

   

_________

_________

_________

Total current assets

 

310,236

408,470

117,646

         

Long-term account receivable

 

8,910

6,730

1,938

Prepaid taxes and expenses

 

13,146

10,137

2,920

Investments in shares

5

1,175,863

1,261,324

363,284

Property, plant and equipment, net

 

366,926

365,643

105,312

Development costs and mineral lands, net

 

108,067

112,482

32,397

Stripping costs

 

39,153

45,263

13,037

Mining concessions, net

6

172,640

164,579

47,402

   

_________

_________

_________

Total assets

 

2,194,941

2,374,628

683,936

   

_________

_________

_________

Liabilities and shareholders' equity, net

       
         

Current liabilities

       

Bank loans

7

43,537

34,924

10,059

Trade accounts payable

 

36,106

28,897

8,323

Accounts payable to affiliates

11

22

22

6

Other current liabilities

 

63,077

73,378

21,134

Current portion of long-term debt

8

17,080

20,461

5,893

   

_________

_________

_________

Total current liabilities

 

159,822

157,682

45,415

Derivative instruments

12(a)

-

367,691

105,902

Deferred income tax and workers' profit sharing

 

17,350

18,232

5,251

Long-term debt

8

112,586

99,616

28,691

   

_________

_________

_________

Total liabilities

 

289,758

643,221

185,259

   

_________

_________

_________

Minority interest

 

44,676

59,633

17,175

   

_________

_________

_________

Shareholders' equity, net

9

     

Capital stock

 

606,773

606,773

174,762

Investment shares

 

1,642

1,642

473

Additional paid-in capital

 

541,729

541,729

156,028

Legal reserve

 

76,542

104,258

30,028

Retained earnings

 

642,100

416,224

119,880

Cumulative translation adjustment

 

6,917

(9,574)

(2,757)

Unrealized gain on investments in shares carried at fair value

 

-

25,918

7,465

Treasury shares

 

(15,196)

(15,196)

(4,377)

   

_________

_________

_________

Total shareholders' equity

 

1,860,507

1,671,774

481,502

   

_________

_________

_________

Total liabilities and shareholders' equity, net

 

2,194,941

2,374,628

683,936

   

_________

_________

_________

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

Consolidated Statements of Income (unaudited)

For the three-month
period ended June 30,

For the six-month
period ended June 30,

_________________________________

_________________________________

2002

2003

2003

2002

2003

2003

S/(000)

S/(000)

US$(000)

S/(000)

S/(000)

US$(000)

(Note 2)

(Note 2)

Operating revenues

Net sales

127,674

167,402

48,215

252,886

320,130

92,203

Royalty income, Note 11(a)

16,034

24,664

7,104

31,257

48,701

14,027

___________

___________

___________

___________

___________

___________

Total revenues

143,708

192,066

55,319

284,143

368,831

106,230

___________

___________

___________

___________

___________

___________

Costs of operation

Operating costs

59,547

76,174

21,940

129,024

143,262

41,262

Depreciation

9,879

10,834

3,120

18,785

19,087

5,497

Exploration and development costs in operational mining sites

17,529

21,192

6,104

29,553

35,916

10,344

___________

___________

___________

___________

___________

___________

Total costs of operation

86,955

108,200

31,164

177,362

198,265

57,103

___________

___________

___________

___________

___________

___________

Gross margin

56,753

83,866

24,155

106,781

170,566

49,127

___________

___________

___________

___________

___________

___________

Operating expenses

General and administrative

18,200

21,591

6,219

33,139

38,238

11,013

Exploration costs in non-operational mining areas

7,302

14,328

4,127

10,969

22,938

6,607

Sales

5,884

6,217

1,791

11,370

11,091

3,194

Royalties

3,140

5,694

1,640

6,111

10,239

2,949

___________

___________

___________

___________

___________

___________

Total operating expenses

34,526

47,830

13,777

61,589

82,506

23,763

___________

___________

___________

___________

___________

___________

Operating income

22,227

36,036

10,378

45,192

88,060

25,364

___________

___________

___________

___________

___________

___________

Other income (expenses)

Share in affiliated companies, Note 5(d)

41,157

107,372

30,925

71,355

171,853

49,497

Gain (loss) from change in the fair value of derivative instruments, Note 12(a)

-

(31,015)

(8,933)

-

60,003

17,282

Realized gain on derivative instruments,
Note 12(b)

9,732

3,488

1,005

25,230

2,216

638

Interest income

1,958

1,554

448

4,231

2,732

787

Loss from exposure to inflation

(3,314)

(3,251)

(936)

(3,140)

(2,401)

(692)

Interest expense

(3,646)

(1,912)

(551)

(7,726)

(4,207)

(1,212)

Amortization of mining concessions, Note 6

(4,278)

(3,947)

(1,137)

(8,382)

(7,896)

(2,274)

Loss from sale of subsidiary's shares

-

-

-

(6,622)

-

-

Other, net

(889)

(399)

(115)

(4,713)

2,246

647

___________

___________

___________

___________

___________

___________

Total other income, net

40,270

71,890

20,706

70,233

224,546

64,673

___________

___________

___________

___________

___________

___________

Income before income tax and minority interest

62,947

107,926

31,084

115,425

312,606

90,037

Income tax

(5,419)

(7,842)

(2,258)

(11,153)

(14,241)

(4,101)

___________

___________

___________

___________

___________

___________

Income before minority interest

57,528

100,084

28,826

104,272

298,365

85,936

Minority interest

(3,018)

(10,650)

(3,067)

(4,928)

(23,892)

(6,881)

___________

___________

___________

___________

___________

___________

Net income

54,510

89,434

25,759

99,344

274,473

79,055

___________

___________

___________

___________

___________

___________

Basic and diluted earnings per share, stated in Peruvian Nuevos Soles and U.S. dollars, Note 13

0.43

0.70

0.20

0.78

2.16

0.62

___________

___________

___________

___________

___________

___________

Weighted average number of shares outstanding, Note 13

127,236,219

127,236,219

127,236,219

127,236,219

127,236,219

127,236,219

___________

___________

___________

___________

___________

___________

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

Consolidated Statements of Changes in Shareholders' Equity (unaudited)

For the six-month period ended June 30, 2002 and 2003

               

Unrealized

   
               

gain on

   
 

Capital stock

       

Cumulative

investments

   
 

Number of

Common

Investment

Additional

Legal

Retained

translation

carried at fair

Treasury

 
 

shares

shares

shares

paid-in capital

reserve

earnings

adjustment

value

shares

Total

   

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

S/(000)

                     

Balance as of January 1, 2002

137,444,962

185,727

501

522,177

37,131

784,017

5,926

-

(19,142)

1,516,337

Declared and paid dividends, net of dividends paid to a subsidiary, Note 9(e)

-

-

-

-

-

(27,437)

-

-

-

(27,437)

Capitalization of retained earnings, Notes 9(a) and (b)

-

421,046

1,141

-

-

(422,187)

-

-

-

-

Transfer to legal reserve

-

-

-

-

10,211

(10,211)

-

-

-

-

Gain from sale of ADR, Note 9(c)

-

-

-

19,552

-

-

-

-

3,946

23,498

Cumulative gain for translation of investment in Minera Yanacocha S.R.L., Note 5(c)

-

-

-

-

-

-

15,363

-

-

15,363

Net income

-

-

-

-

-

99,344

-

-

-

99,344

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

                     

Balance as of June 30, 2002

137,444,962

606,773

1,642

541,729

47,342

423,526

21,289

-

(15,196)

1,627,105

___________

__________

__________

__________

__________

_________

__________

__________

__________

__________

                     

Balance as of January 1, 2003

137,444,962

606,773

1,642

541,729

76,542

642,100

6,917

-

(15,196)

1,860,507

Declared and paid dividends, net of dividends paid to a subsidiary, Note 9(e)

-

-

-

-

-

(38,296)

-

-

-

(38,296)

Investments kept at fair value, Note 5(a)

-

-

-

-

-

(5,590)

-

25,918

-

20,328

Loss on derivative instruments, Note 12(a)

-

-

-

-

-

(428,747)

-

-

-

(428,747)

Transfer to legal reserve

-

-

-

-

27,716

(27,716)

-

-

-

-

Cumulative loss for translation of investment in Minera Yanacocha S.R.L., Note 5(c)

-

-

-

-

-

-

(16,491)

-

-

(16,491)

Net income

-

-

-

-

-

274,473

-

-

-

274,473

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

                     

Balance as of June 30, 2003

137,444,962

606,773

1,642

541,729

104,258

416,224

(9,574)

25,918

(15,196)

1,671,774

___________

__________

__________

__________

__________

__________

__________

__________

__________

__________

 

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

Consolidated Statements of Cash Flows (unaudited)

For the three-month
period ended June 30,

For the six-month
period ended June 30,

_________________________________

_________________________________

2002

2003

2003

2002

2003

2003

S/(000)

S/(000)

US$(000)

S/(000)

S/(000)

US$(000)

(Note 2)

(Note 2)

Operating activities

Collection from customers

141,870

144,486

41,615

258,189

319,741

92,091

Collection of dividends

-

90,506

26,067

-

90,506

26,067

Collection of royalties

15,150

23,463

6,758

30,930

47,388

13,649

Collection of interest

1,961

1,462

421

4,220

3,886

1,119

Payments to suppliers and third parties

(70,584)

(63,305)

(18,233)

(129,556)

(140,237)

(40,391)

Payments to employees

(34,201)

(28,258)

(8,139)

(61,328)

(60,141)

(17,322)

Payments of exploration expenditures

(22,281)

(31,223)

(8,993)

(32,077)

(50,232)

(14,468)

Payments of income tax

(5,112)

(8,777)

(2,528)

(10,244)

(19,541)

(5,628)

Payments of royalties

(2,407)

(9,034)

(2,602)

(5,852)

(15,358)

(4,423)

Payments of interest

(2,464)

(2,840)

(818)

(5,968)

(6,639)

(1,912)

________

________

________

________

________

________

Net cash provided by operating activities

21,932

116,480

33,548

48,314

169,373

48,782

________

________

________

________

________

________

Investing activities

Proceeds from derivative instruments
settled, net

9,732

3,488

1,005

25,230

2,216

638

Proceeds from sale of plant and equipment

-

612

176

2,051

1,001

288

Purchase of plant and equipment

(9,844)

(10,473)

(3,016)

(28,348)

(21,218)

(6,110)

Development expenditures

(6,352)

(7,222)

(2,080)

(6,352)

(13,223)

(3,808)

Purchase of investments in shares

(9,678)

-

-

(13,517)

(1,490)

(429)

________

________

________

________

________

________

Net cash used in investing activities

(16,142)

(13,595)

(3,915)

(20,936)

(32,714)

(9,421)

________

________

________

________

________

________

Financing activities

Payment of dividends

(27,437)

(38,296)

(11,030)

(27,437)

(38,296)

(11,030)

Decrease of long-term debt

(6,226)

(2,976)

(857)

(4,027)

(9,589)

(2,762)

Increase (decrease) of bank loans

6,162

(49)

(14)

(20,506)

(8,613)

(2,481)

Proceeds from ADR sale

-

-

-

23,648

-

-

Purchase of treasury shares

(150)

-

-

(150)

-

-

________

________

________

________

________

________

Net cash used in financing activities

(27,651)

(41,321)

(11,901)

(28,472)

(56,498)

(16,273)

________

________

________

________

________

________

Net increase (decrease) in cash during the period

(21,861)

61,564

17,732

(1,094)

80,161

23,088

Cash at beginning of period

106,514

108,644

31,290

85,747

90,047

25,934

________

________

________

________

________

________

Cash at period-end

84,653

170,208

49,022

84,653

170,208

49,022

________

________

________

________

________

________

 

 

For the three-month
period ended June 30,

For the six-month
period ended June 30,

 

_________________________________

_________________________________

 

2002

2003

2003

2002

2003

2003

 

S/(000)

S/(000)

US$(000)

S/(000)

S/(000)

US$(000)

     

(Note 2)

   

(Note 2)

Reconciliation of net income to net cash provided by operating activities

Net income

54,510

89,434

25,759

99,344

274,473

79,055

Add (deduct)

           

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

-

31,015

8,933

-

(60,003)

(17,282)

Share in affiliated companies, net

(41,157)

(16,866)

(4,858)

(71,355)

(81,347)

(23,429)

Gain on sale of plant and equipment

-

(1,015)

(293)

(1,786)

(905)

(261)

Depreciation

9,926

11,175

3,219

18,953

19,908

5,734

Loss from exposure to inflation

3,314

3,251

936

3,140

2,401

692

Amortization of development costs in operational mining sites

4,064

4,610

1,328

8,315

8,455

2,435

Amortization of mining concessions

4,278

3,947

1,137

8,382

7,896

2,274

Net cost of retired plant and equipment

1,445

1,074

310

7,525

2,349

675

Minority interest

3,018

10,650

3,067

4,928

23,892

6,881

Deferred income tax

1,076

1,395

402

3,219

882

254

Loss in sale of investments in shares

-

-

-

6,622

-

-

Net changes in assets and liabilities accounts

           

Decrease (increase) of operating assets -

           

Trade and other accounts receivable

3,117

(10,942)

(3,152)

(36,005)

(2,766)

(797)

Inventories

(4,316)

1,444

415

1,888

(2,126)

(612)

Prepaid taxes and expenses

(5,460)

(7,288)

(2,099)

2,214

(8,992)

(2,590)

Stripping costs

(4,560)

(4,730)

(1,362)

(10,084)

(6,110)

(1,760)

Increase (decrease) of operating liabilities -

           

Accounts payable

(7,323)

(674)

(194)

3,014

(8,634)

(2,487)

 

________

________

________

________

________

________

             

Net cash provided by operating activities

21,932

116,480

33,548

48,314

169,373

48,782

 

________

________

________

________

________

________

 

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

Notes to the consolidated financial statements (unaudited)

As of June 30, 2003 and 2002

1. Interim unaudited consolidated financial statements

    1. The accompanying interim consolidated financial statements have been prepared from the accounting books and records of Compañía de Minas Buenaventura S.A.A. ("Buenaventura") and subsidiaries (together, "the Company"), which are maintained in nominal Peruvian currency and adjusted to reflect changes in the National Wholesale Price Level Index (IPM). According to such index, prices increased 0.2 and 0.4 percent during the six-month period ended June 30, 2002 and 2003, respectively.
    2. Figures presented in the consolidated financial statements as of December 31, 2002 and for the three-month and six-month periods ended June 30, 2002 have been inflation adjusted to reflect the change in the National Wholesale Price Index (IPM) at June 30, 2003.

      (b) The criteria and accounting principles used by Management in the following interim consolidated financial statements preparation, which should be read together with the 2002 audited report, are similar to those used in the preparation of the Company's annual consolidated financial statements, except for matters related to the adoption of IAS 39, Recognition and Measurement of Financial Instruments, effective January 1, 2003 (see notes 5 and 12). Additionally, in preparing the interim consolidated financial information, Management made certain estimates and assumptions; accordingly actual results may differ from those presented in this report.

      (c) Certain figures of the consolidated financial statements as of December 31, 2002 and for the three-month and six-month periods ended June 30, 2002 have been reclassified to make them comparable with the current period figures.

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

     

    Ownership percentages as of

     
     

    ____________________________________________________________________

     
     

    December 31, 2002

    June 30, 2003

     
     

    ________________________________

    ________________________________

     

    Subsidiaries

    Direct

    Indirect

    Direct

    Indirect

    Economic activity

     

    %

    %

    %

    %

     
               

    Buenaventura Ingenieros S.A.

    100.00

    -

    100.00

    -

    Advisory and engineering services related to the mining industry.

               

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

    -

    100.00

    44.83

    55.17

    Holds investments in S.M.R.L. Chaupiloma Dos de Cajamarca, Minas Conga S.R.L. and other affiliated companies engaged in mining activities.

               

    Compañía Minera Condesa S.A.

    99.99

    -

    99.99

    -

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

               

    Compañía Minera Colquirrumi S.A.

    73.63

    -

    73.63

    -

    Extraction, concentration and commercialization of polymetallic ores, mainly zinc and lead. Currently is also engaged in electric power sales.

               

    Consorcio Energético de Huancavelica S.A.

    100.00

    -

    100.00

    -

    Transmission of electric power to mining companies.

               

    Contacto Corredores de Seguros S.A.

    -

    100.00

    -

    100.00

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

               

    Inversiones Colquijirca S.A.

    59.02

    -

    59.90

    -

    Extraction, concentration and commercialization of polymetallic ores, mainly 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 in bars and concentrates.

               

    Metalúrgica Los Volcanes S.A.

    100.00

    -

    100.00

    -

    Treatment of minerals and concentrates.

               

    Minera Paula 49 S.A.C.

    -

    51.00

    -

    51.00

    Extraction, concentration and commercialization of concentrates, primarily gold.

               

    Minas Conga S.R.L.

    -

    60.00

    -

    60.00

    Holds certain mining concessions.

               

    Minera Shila S.A.C.

    50.00

    50.00

    -

    -

    Extraction, concentration and commercialization of concentrates, primarily gold. This Company was absorbed by Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - Cedimin effective January 2, 2003.

               

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

    20.00

    40.00

    20.00

    40.00

    Owner of the mining concessions explored and exploited by Yanacocha.

    During the first quarter of 2003, the Company purchased 1,572,000 shares of its subsidiary Inversiones Colquijirca S.A. for S/1 per share. As a result of this transaction the Company's ownership in Inversiones Colquijirca S.A. increased from 59.02% as of December 31, 2002 to 59.90% as of March 31, 2003.

     

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

    The interim consolidated financial statements are stated in Peruvian Nuevos Soles. U.S. dollars 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 June 30, 2003 (S/3.472 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 representation that the amounts of the consolidated financial statements in Peruvian Nuevos Soles have been, or could be converted into U.S. dollars at the foregoing or any other rate of exchange.

    3. Cash and cash equivalents

    (a) This item is made up as follows:

     

    As of
    December 31,

    As of
    June 30,

     

    2002

    2003

     

    S/(000)

    S/(000)

         

    Cash

    1,136

    2,765

    Current demand deposit accounts

    5,849

    17,547

    Saving accounts

    6,741

    11

    Time deposits

       

    In local currency

    73,320

    69,404

    In foreign currency

    3,001

    80,481

     

    _________

    _________

         
     

    90,047

    170,208

     

    _________

    _________

  1. As of June 30, 2003, the Company maintained the following time deposits:

- S/69,400,000 at an annual interest rate of 5.7 percent with maturity on July 8, 2003. With the purpose of hedging the foreign currency exchange risk associated to such time deposit, Buenaventura executed a foreign currency forward contract for US$20,186,391 that expires on July 8, 2003 and has a specific exchange rate of S/3.6714 for each U.S. dollar, see Note 12(e).

- US$22,000,000 with annual interest rates ranging from 1.05% to 1.72% and maturities of 30 days.

Currently, the Company has renewed the time deposits with similar conditions.

4. Inventories, net

This item is made up as follows:

 

As of December 31, 2002

As of June 30,
2003

 

S/(000)

S/(000)

     

Mineral concentrates

31,461

33,308

Spare parts and supplies

48,358

50,140

 

_________

_________

 

79,819

83,448

     

Less - Slow moving and obsolescence spare parts and supplies reserve

5,900

5,900

 

_________

_________

     
 

73,919

77,548

 

_________

_________

In Management's opinion, the slow moving and obsolete spare parts and supplies reserve, is sufficient to cover this risks of at December 31, 2002 and June 30, 2003.

 

5. Investments in shares

This item is made up as follows:

 

Equity ownership percentage

Amount

 

______________________

_______________________

 

As of December 31, 2002

As of
June 30,
2003

As of December 31, 2002

As of
June 30,
2003

 

%

%

S/(000)

S/(000)

Investments carried at fair value (a)

       

Sociedad Minera Cerro

Verde S.A.

9.17

9.17

19,255

39,583

Other

   

3,745

4,021

     

_________

_________

     

23,000

43,604

     

_________

_________

Equity method investments

       

Minera Yanacocha S.R.L. (c):

43.65

43.65

   

Equity share

   

1,035,616

1,104,529

Mining concession, net

   

116,465

112,420

     

_________

_________

     

1,152,081

1,216,949

         

Sociedad Minera Coshuro de Responsabilidad Limitada

45.90

45.90

782

771

     

_________

_________

     

1,152,863

1,217,720

     

_________

_________

         
     

1,175,863

1,261,324

     

________

________

(a) Until December 31, 2002, the Company carried at cost the investments in shares in entities in which its ownership is less than 20 percent, less any impairment recognized as a result of declines in value deemed to be permanent. Effective January 1, 2003, the Company has adopted IAS 39, "Financial Instruments - Recognition and Measurement", which requires that these investments be measured at fair value, and changes in this value be recognized separately in the statement of changes in shareholders' equity.

The Company has recorded a charge of S/5,590,000 to retained earnings related to the adoption of the initial effect of this change, and presents in the caption "unrealized gain on investments in shares carried at fair value" in the consolidated statement of shareholders' equity the change in its fair value of S/25,918,000 occurred during the six-month period ended June 30, 2003.

The Company has determined the fair value as of June 30, 2003 based on the quoted market price of Sociedad Minera Cerro Verde S.A.'s shares as of that date. The Company has not considered the fair value of the other investments due to the effect is not material to the interim consolidated financial statements.

(b) The amount to be recorded as equity participation in Minera Yanacocha S.R.L (hereafter, "Yanacocha") was determined from audited financial statements as of December 31, 2002 and unaudited financial statements as of June 30, 2003.

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

 

For the three-month period ended June 30,

For the six-month
period ended June 30,

 

__________________

__________________

 

2002

2003

2002

2003

 

S/(000)

S/(000)

S/(000)

S/(000)

         

Yanacocha shareholders' equity at beginning of period

1,882,222

2,497,943

1,796,464

2,398,628

Participation percentage

43.65%

43.65%

43.65%

43.65%

 

_________

_________

_________

_________

Company's participation in Yanacocha equity at beginning of period

821,590

1,090,352

784,156

1,047,001

Elimination of intercompany gains

(12,161)

(11,069)

(12,359)

(11,385)

 

_________

_________

_________

_________

Balance at beginning of period

809,429

1,079,283

771,797

1,035,616

Participation in Yanacocha income

43,473

109,110

75,969

175,462

Dividends received, Note 11(a)

-

(90,506)

-

(90,506)

Realization of intercompany gains

200

132

398

448

Cumulative translation effect

10,425

6,510

15,363

(16,491)

 

_________

_________

_________

_________

         

Balance at period-end

863,527

1,104,529

863,527

1,104,529

 

_________

_________

_________

_________

Movements within the payment over the book value of Yanacocha's shares were as follows (mining concession):

 

For the three-month
period ended June 30,

For the six-month
period ended June 30,

 

______________________

______________________

 

2002

2003

2002

2003

 

S/(000)

S/(000)

S/(000)

S/(000)

         

Balance at beginning of period

119,210

114,444

121,673

116,465

Amortization

(2,471)

(2,024)

(4,934)

(4,045)

 

_________

_________

_________

_________

         

Balance at period-end

116,739

112,420

116,739

112,420

 

_________

_________

_________

_________

 

(d) The amount recognized in the consolidated statements of income as "share in affiliated companies" is made up as follows:

 

For the three-month

period ended June 30,

For the six-month

period ended June 30,

 

______________________

______________________

 

2002

2003

2002

2003

 

S/(000)

S/(000)

S/(000)

S/(000)

         

Minera Yanacocha S.R.L.

41,202

107,218

71,433

171,865

Other

(45)

154

(78)

(12)

 

_________

_________

_________

_________

         
 

41,157

107,372

71,355

171,853

 

_________

_________

_________

_________

The share in Yanacocha's income has increased in the six-month period ended June 30, 2003, as compared to the same period of 2002, due mainly to the following reasons:

    • Increase of Yanacocha's total revenues from US$289.5 million during the six-month period ended June 30, 2002 to US$461.9 million during the six-month period ended June 30, 2003 due to (i) the increase of the realized gold price from US$301 per ounce during the six-month period ended June 30, 2002 to US$349 per ounce during the six-month period ended June 30, 2003, and (ii) increase of the volume of ounces of gold sold from 961,045 during the six-month period ended June 30, 2002 to 1,321,843 during the six-month period ended June 30, 2003
    • Decrease of cash cost per ounce from US$147 during the six-month period ended June 30, 2002 to US$130 during the six-month period ended June 30, 2003.

Increased revenues have been partially offset by an increase in asset retirement and restoration obligations of US$36 million (Buenaventura equity participation of US$16 million).

(e) Presented below is selected information about Yanacocha, the Company's most significant investment:

Economic activity

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, see additional information in Note 11(a).

Summary financial information based on the Yanacocha financial statements

Yanacocha carries its accounting records in U.S. dollars, according to tax stabilization agreements signed with the Peruvian government. Presented below is certain summary financial information extracted from the Yanacocha financial statements and adjusted to conform to accounting practices and principles of the Company:

Summary data from the Yanacocha balance sheet as of December 31, 2002 (audited) and June 30, 2003 (unaudited):

 

2002

2003

 

US$(000)

US$(000)

     

Total assets

1,055,280

1,203,360

Total liabilities

374,822

466,699

Shareholders' equity

680,458

736,661

 

Summary data from the Yanacocha statements of income for the three-month and six-month periods ended June 30, 2002 and 2003 (unaudited):

 

For the three-month

period ended June 30,

For the six-month

period ended June 30,

 

______________________

______________________

 

2002

2003

2002

2003

 

US$(000)

US$(000)

US$(000)

US$(000)

         

Total revenues

149,239

231,887

289,542

461,928

Operating income

45,451

102,694

72,161

205,215

Net income

33,755

72,598

54,600

116,203

Legal proceedings

In June 2000, a contractor of Yanacocha spilled approximately 11 liters of mercury near the town of Choropampa, which is located 53 miles away from Yanacocha. As a consequence of this damage, on September 10, 2001, Yanacocha and other defendants were named in a lawsuit by over 900 Peruvian citizens in the Denver District Court of the state of Colorado in the United States (hereafter "the Court"). The plaintiffs seek compensations for the damage caused by the spill incident. This action was dismissed by the Court on May 22, 2002 and this ruling was reaffirmed by the Court on July 30, 2002. Plaintiffs' attorneys have appealed this dismissal.

In July 2002, 140 additional plaintiffs and the same plaintiffs who filed the initial lawsuit, filed another lawsuit against Yanacocha and various wholly owned subsidiaries of Newmont Mining Corporation in the same Court, seeking similar compensations as the September 2001 lawsuit. This lawsuit has been stayed pending the outcome of the appeal in the September 2001 matter. Yanacocha cannot predict the final outcome of any of the above-described lawsuits but considers that any adverse decision will not have a material effect on its financial statements.

 

6. Mining concessions, net

Corresponds to the amount paid over the fair value of net assets as a result of the additional purchase of ownerships in subsidiaries. Movements within the mining concession cost and accumulated amortization accounts were as follows:

 

Balance
as of December 31, 2002

Additions

Retirements

Balance
as of
June 30,
2003

 

S/(000)

S/(000)

S/(000)

S/(000)

 

     

Cost

       

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

165,034

-

-

165,034

Inversiones Colquijirca S.A.

39,872

-

-

39,872

Consorcio Energético de Huancavelica S.A.

8,553

-

-

8,553

Sociedad Minera
El Brocal S.A.A.

5,374

-

(165)

5,209

 

_________

_________

_________

_________

 

218,833

-

(165)

218,668

 

_________

_________

_________

_________

         

Accumulated amortization

       

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

30,204

5,107

-

35,311

Inversiones Colquijirca S.A.

14,119

2,058

-

16,177

Consorcio Energético de Huancavelica S.A.

949

422

-

1,371

Sociedad Minera
El Brocal S.A.A.

921

309

-

1,230

 

_________

_________

_________

_________

 

46,193

7,896

-

54,089

 

_________

_________

_________

_________

         

Net cost

172,640

   

164,579

 

_________

   

_________

 

 

7. Bank loans

Bank loans, contracted in U.S. dollars, are as follows:

 

Annual

interest rate

As of
December 31,
2002

As of
June 30,
2003

   

S/(000)

S/(000)

       

Sociedad Minera
El Brocal S.A.A.

     

Banco de Crédito del Perú

Ranging from 3.64% to 4.45%

10,587

2,778

Banco Wiese Sudameris

Ranging from 4.38% to 5.27%

4,888

3,472

Banco Internacional del Perú - Interbank

5.06%

7,058

2,604

Banco Interamericano de Finanzas - BIF

4.15%

3,105

3,298

       

Inversiones Mineras del
Sur S.A.

     

Banco Wiese Sudameris

3.38%

7,671

-

Banco Wiese Sudameris

3.88%

6,355

-

Banco de Crédito del Perú

Ranging from 2.65% to 3.07%

3,530

19,791

       

Other subsidiaries

 

343

2,981

   

_______

_______

       
   

43,537

34,924

________

________

Bank loans were obtained to finance working capital needs and have short-term maturities. Loans obtained by Sociedad Minera El Brocal S.A.A. are guaranteed by the related shipments of lead and zinc concentrates inventories. The other bank loans do not have specific guarantees.

8. Long-term debt

(a) Long-term debt is composed of the following loans, principally denominated in U.S. dollars:

 

Guarantee

Annual interest rate

Maturity date

As of
December 31, 2002

As of
June 30,
2003

       

S/(000)

S/(000)

           

Inversiones Mineras del Sur S.A.

         

Banco de Crédito del Perú (i)

Guaranteed by Buenaventura.

4.50%

January 2008

70,608

69,440

           

Consorcio Energético de Huancavelica S.A.

         

BBVA Banco Continental

Guaranteed by Buenaventura.

Libor plus 1.20%
(2.866% as of
June 30, 2003)

April 2005

32,891

25,404

           

Sociedad Minera El Brocal S.A.A.

         

Banco de Crédito del Perú

Pledge of US$5,822,000 on plant and equipment; additionally the Company will transfer cash flow from zinc and silver concentrates sales to two clients through the Company's bank account, including accrued interests between September 2001 and December 2002.

Libor plus 3.75%
(4.866% as of
June 30, 2003)

September 2006

19,409

19,096

           

Teck Cominco Metals Ltd. (ii)

No specific guarantees.

Libor plus 6.00%
(7.116% as of
June 30, 2003)

December 2006

5,965

5,760

Other

     

793

377

       

_________

_________

       

129,666

120,077

           

Less - Current portion

     

17,080

20,461

       

_________

_________

           

Long-term portion

     

112,586

99,616

       

_________

_________

    1. This note contains a quarterly roll over provision, has a final maturity date in 2008 and is fully guaranteed by Buenaventura. In January 2003, this loan was rolled over and an annual interest rate of 4.50% was established.
    2. This loan is subordinated to the obligations established in the loan agreement signed with Banco de Crédito del Perú.

 

(b) The long-term debt maturity schedule of the non-current portion of long-term debt is as follows:

Year ended June 30,

Amount

 

S/(000)

   

2005

19,704

2006

8,078

2007

2,394

2008

69,440

 

_________

   
 

99,616

 

_________

9. Shareholders' equity

(a) Capital stock -

As of June 30, 2003 the capital stock is made up as follows:

 

Nominal
value

Restatement for inflation effect

Total

 

S/(000)

S/(000)

S/(000)

       

Capital stock

549,780

56,993

606,773

 

________

_______

______

The Mandatory Annual Shareholders' meeting held on March 26, 2002 decided to increase the Company's capital stock from S/137,444,962 to S/549,779,848 (from S/185,727,000 to S/606,773,000, in constant values as of June 30, 2003) through the capitalization of a portion of retained earnings as of December 31, 2001, and by increasing the nominal value of the common shares - Series A and B from S/1 to S/4. From the capitalized amount of S/412,334,886 (approximately S/421,046,000 in constant values as of June 30, 2003), S/129,266,262 corresponds to common shares - Series A and S/283,068,624 to common shares - Series B.

 

The Shareholders' Meeting held on April 30, 2002 approved the re-designation of common shares - Series B as common shares - Series A, and then immediately approved the re-designation of common shares - Series A as common shares. Both decisions were effective May 3, 2002, at which date the Company's capital stock is comprised of 137,444,962 common shares with a nominal value of S/4 each.

(b) Investment shares -

As of March 31, 2003 the investment shares is made up as follows:

 

 

Nominal
value

Restatement for inflation effect

 

Total

 

S/(000)

S/(000)

S/(000)

       

Investment shares

1,489

153

1,642

 

_____

_____

___

The Annual Shareholders' meeting mentioned in paragraph (a) above, also decided to increase the investment shares account from S/372,320 to S/1,489,280 (From S/501,000 to S/1,642,000, in constant values as of June 30, 2003), by increasing the nominal value of investment shares from S/1 to S/4, concurrent with capitalization of a portion of retained earnings equal to S/1,116,960 (S/1,141,000 in constant values as of June 30, 2003). As a consequence, effective May 3, 2002, there are 372,320 investment shares with a nominal value of S/4 each.

(c) Additional paid-in capital -

The additional paid-in capital principally relates to the premium received on the issuance of Series B common shares (re-designated as common shares - Series A since April 2002). Additionally, it includes a gain that resulted from the sale of treasury ADR.

In the first quarter of 2002, Condesa sold to third parties an additional 314,500 ADR for approximately S/23,648,000, realizing a gain of S/19,552,000, which is presented as additional paid-in capital in the consolidated statements of changes in shareholders' equity.

 

(d) Legal reserve -

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

(e) Declared dividends -

The Annual Shareholders meeting held on March 26, 2002 approved a cash dividend of S/29,702,000 (equivalent to S/0.21 per share) from retained earnings as of December 31, 2001. The cash dividend includes dividends of S/2,265,000 paid to a subsidiary. The dividends were available to shareholders from April 2002.

The Annual Shareholders meeting held on March 31, 2003 approved a cash dividend of S/41,488,000 (equivalent to S/0.30 per share) from retained earnings as of December 31, 2002. The cash dividend includes dividends of S/3,192,000 paid to a subsidiary. These dividends were available to shareholders from April, 2003.

(f) Treasury shares -

This item is made up of 10,581,063 treasury shares held by the Company as of June 30, 2003. The shares cost amounts to S/15,196,000.

 

10. Legal proceedings

Damages claimed by a French citizen -

In February of 2002, the Company and Condesa, together with Newmont Mining, Newmont Second and certain individual persons, were defendants in an action initiated by a French citizen, with jurisdiction before the District Court of the state of Colorado in the United States. The plaintiff alleges that he was engaged as an advisor to Normandy respective to a lawsuit that concluded in October of 1998, and that such lawsuit separately motivated the execution of a Global Transaction Agreement in 2000 between the Company, BRGM, Mine Or, Normandy and their related entities (SEREM).

The Global Transaction Agreement provided for full and permanent revocation and annulment of any preferential rights on the shares of Cedimin S.A.C. in exchange for a one-time payment of US$80 million by the Company, of which the Company paid US$40 million.

The plaintiff asserts that he was injured because Normandy had promised to pay him a commission based fee if he was able to increase the amount of the Company's payment as ordered by the Court, which did not occur, and seeks damages of not less than US$25 million plus interest, in addition to unspecified punitive damages that could increase the amount by threefold. Additionally, the plaintiff alleges violations of the federal RICO statute and similar provisions of Colorado law, interference with contract rights, defamation and other damages.

The defendants have filed various motions to dismiss the action and believe the arguments presented for dismissal have solid legal ground; however, rather than responding to these motions for dismissal, the plaintiff has filed another demand. The Company and Condesa have presented motions to reject the new demand.

The District Court judge of the state of Colorado in the United States has established a hearing on September 11, 2003 to listen the motions presented by the defendants and the plaintiff. At this date is not possible to predict when the Court will rule on the motions, the possible outcome of such motions or a possible range of loss.

 

11. Transaction with affiliated companies

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

Yanacocha -

For the six-month period ended June 30, 2003 Compañía Minera Condesa S.A. received cash dividends from Yanacocha for approximately S/90,506,000.

S.M.R.L. Chaupiloma Dos de Cajamarca 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. For the three-month and six-month periods ended June 30, 2003, royalties earned amounted to S/24,664,000 and S/48,701,000, respectively (S/16,034,000 and S/31,257,000 for the three-month and six-month periods ended June 30, 2002, respectively) and are presented as royalty income in the consolidated statements of income.

In March 2002, Buenaventura Ingenieros S.A. signed a technical service agreement with Yanacocha to perform a number of specialized activities and services. Pursuant to the agreement, the services performed will be related to the construction of mining projects and will include 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 will expire on December 31, 2003. The revenues related to this service contract amounted to approximately S/2,669,000 and S/5,396,000 for the three-month and six-month periods ended June 30, 2003, respectively (S/2,777,000 for the three-month period ended June 30, 2002).

In November 2000, Consorcio Energético de Huancavelica S.A. signed an agreement with Yanacocha for the construction 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 should be finished in October of 2001. Concurrently, Yanacocha and the Company signed a 10-year agreement covering electric energy transmission and infrastructure operation beginning November 2001. In exchange for Buenaventura operating and managing the transmission project, Yanacocha will pay an annual fee of US$3.7 million. The revenues for these services for the three-month and six-month periods ended June 30, 2003 amounted to approximately S/3,353,000 and S/6,713,000, respectively (S/3,684,000 and S/6,969,000 for the three-month and six-month periods ended June 30, 2002, respectively).

(b) As a result of these and other minor transactions, the Company has the following accounts receivable and payable from affiliated companies:

 

As of
December 31, 2002

As of
June 30,
2003

S/(000)

S/(000)

     

Receivable

   

Minera Yanacocha S.R.L.

30,281

31,062

Other

179

89

 

_________

_________

 

30,460

31,151

 

_________

_________

     

Payable

   

Compañía Minera Coimolache S.A.

22

22

 

_________

_________

12. Derivative financial instruments

(a) Until December 31, 2002, the Company did not account for the fair value of the derivative instruments and only disclosed the amount in notes to the consolidated financial statements. Effective January 1, 2003, the Company has adopted IAS 39, "Financial Instruments - Recognition and Measurement", which requires that the derivative instruments be recognized as assets or liabilities in the consolidated balance sheet, and measured at their fair value. The initial effect on the adoption of this IAS must be recorded as a debit or credit to

retained earnings. Subsequent changes in the fair value must be recognized in the results of the period, unless certain criteria specified in IAS 39 are met.

Management's intention is to hold derivative instruments to hedge the fluctuations in metal prices, mainly gold and silver, and not for trading purposes; however, the Company does not meet all the criteria stated in IAS 39 to accounted for the derivative instruments as a hedge. Accordingly, the Company has recorded their derivative instruments as follow:

    • Recorded a charge of S/428,747,000 to retained earnings that includes a minority interest effect of S/3,258,000.
    • Recognized a gain of S/60,003,000 due to the change in fair value occurred during the first semester of 2003 (loss of S/31,015,000 during the three-month period ended June 30, 2003), which is presented as other income in the consolidated statements of income.

In addition, S/367,691,000 is presented as a liability in the consolidated balance sheet in connection with the fair value of the open derivate instruments as of June 30, 2003, as detailed in paragraphs (c) and (d) below.

(b) For the three-month and six-month periods ended June 30, 2003, the Company recognized revenues amounting to S/3,488,000 and S/2,216,000, respectively (S/9,732,000 and S/25,230,000 and for three-month and six-month periods ended June 30, 2002) in connection with derivative operations settled in those periods.

 

(c) The tables below present details related to commodity derivative instruments outstanding as of June 30, 2003:

Compañía de Minas Buenaventura S.A.A. -

Metal

Quantity

(ounces)

Collared price range

Period

 

______________________

   
 

Minimum

Maximum

(US$/Oz)

 
         

Gold

657,500 (i)

3,341,000

332.13 to 420

July 2003 - December 2011

Silver

4,600,000 (ii)

8,450,000

5.80 to 6.20

July 2003 - August 2006

    1. Includes:

- Guaranteed sales of 305,000 ounces at sales price of US$332.12 per ounce.

- Guaranteed sales of 127,500, 195,000 and 30,000 ounces at an average price of US$345.21 per ounce only and when gold prices are above US$279.50, US$265 and US$290 per ounce, respectively.

(ii) Includes:

      • 2,900,000 ounces with a guaranteed minimum sale price of US$5.80 per ounce (minimum price valid only and when silver price is above US$4.15 per ounce) and a maximum sale price of US$6.20 per ounce.
      • 950,000 ounces with a guaranteed sales price of US$6 per ounce, only and when the silver price is above US$4 per ounce.
      • 750,000 ounces with a guaranteed sales price of US$6.20 per ounce.

 

 

Sociedad Minera El Brocal S.A.A.

Metal

Quantity

Price

Period

   

Call options

 

Zinc

10,800 MT

US$900/MT

July 2003 - December 2003

Put options

 

Zinc

10,800 MT

US$775/MT

July 2003 - December 2003

Purchase of call options

   

Zinc (*)

5,400 MT

US$900/MT

July 2003 - December 2003

Forward contracts

   

Zinc (**)

5,400 MT

US$895/MT

July 2003 - December 2003

Zinc

5,400 MT

US$869/MT

July 2003 - December 2003

Zinc

2,070 MT

US$860/MT

July 2003 - December 2003

Zinc (***)

1,200 MT

US$900/MT

January 2004 - December 2004

Silver

300,000 Oz

US$5.10/Oz

July 2003 - December 2003

Silver (****)

300,000 Oz

US$4.80/Oz

January 2004 - December 2004

Silver

150,000 Oz

US$5.05/Oz

July 2003 - December 2003

Silver

90,000 Oz

US$4.80/Oz

July 2003 - December 2003

(*) These options have an exercise price of US$7.50/MT.

(**) This derivative instrument has a daily fade-out provision if zinc price is at or below US$750/MT.

(***) If the average zinc price in a specific month is at or below US$780/MT, the Company will obtain the average zinc price plus US$30/MT in that month. If the average zinc price in a specific month is at or above US$950/MT, the Company is committed to set an additional 500MT at a price of US$900/MT in that month.

(****) If the average silver price in a specific month is at or below US$4.20 per ounce, the Company will obtain the average silver price plus US$0.26 per ounce in that month. If the average silver price in a specific month is at or above US$4.80 per ounce, the Company is committed to set an additional 12,500 ounces at a price of US$4.80 per ounce in that month.

(d) In 2001, Sociedad Minera El Brocal S.A.A. ("El Brocal") signed two interest rate contracts which swapped floating for fixed on a nominal value of US$8,250,000; these contracts each possessed a 24-month maturity on June 30, 2003. The annual fixed interest rates offered under the swap agreements were 4.7 percent and 3.7 percent. These transactions have generated a loss of approximately S/281,000 during the six-month period ended June 30, 2003 due to the decrease of the LIBOR rate.

During 2002, El Brocal entered into an additional interest rate contract of US$5,500,000 that swapped LIBOR for a fixed annual rate of 3.05%; this swap agreement has a stated maturity of September 2006. This transaction has originated a loss of approximately S/222,000 during the six-month period ended June 30, 2003 due to the lower LIBOR rate compared to the contract's fixed rate.

(e) Buenaventura maintains a foreign currency forward contract for US$20,186,391 that expires on July 8, 2003 and has a specific exchange rate of S/3.4880 for each U.S. dollar, see Note 3(b). This transaction has generated a loss of approximately S/1,089,000 during the six-month period ended June 30, 2003 due to the decrease in the exchange rate.

13. Basic and diluted earnings per share

The computation of the basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2002 and 2003 is presented below:

 

For the three-month
period ended June 30,

For the six-month
period ended June 30,

 

_________________________

_________________________

 

2002

2003

2002

2003

         

Net income (numerator)

S/54,510,000

S/89,434,000

S/99,344,000

S/274,473,000

Weighted average number of shares outstanding (denominator)

127,236,219

127,236,219

127,236,219

127,236,219

Basic and diluted earnings per share

S/0.43

S/0.70

S/0.78

S/2.16

         

The number of shares to be used as the denominator in the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2002 and 2003 was determined as follows:

 

2002

2003

     

Common shares

137,444,962

137,444,962

Investment shares

372,320

372,320

 

___________

___________

 

137,817,282

137,817,282

     

Less - treasury shares

10,581,063

10,581,063

 

___________

___________

     
 

127,236,219

127,236,219

 

__________

__________

14. Statistical data

Statistical data of the Company related to the volume of inventories sold and average sale prices by product for the three-month and six-month periods ended June 30, 2002 and 2003 are as follows:

(a) Mineral volumes of inventories sold were:

 

For the three-month
period ended June 30,

For the six-month
period ended June 30,

 

_________________________

_________________________

 

2002

2003

2002

2003

         

Gold

57,220 Oz

75,613 Oz

119,954 Oz

152,281 Oz

Silver

2,665,123 Oz

3,347,139 Oz

5,777,592 Oz

5,409,203 Oz

Lead

5,463 MT

7,534 MT

10,697 MT

12,099 MT

Zinc

11,504 MT

12,477 MT

22,904 MT

26,080 MT

Copper

-

87 MT

-

153 MT

 

(b) Average sale prices by product were:

 

For the three-month
period ended June 30,

For the six-month
period ended June 30,

 

_____________________

_____________________

 

2002

2003

2002

2003

 

US$

US$

US$

US$

         

Gold

306.93/Oz

348.96/Oz

297.05/Oz

348.70/Oz

Silver

4.67/Oz

4.63/Oz

4.64/Oz

4.64/Oz

Lead

465.46/MT

464.62/MT

468.13/MT

461.07/MT

Zinc

786.59/MT

774.23/MT

790.37/MT

778.97/MT

Copper

-

1,648.15/MT

-

1,641.81/MT

15. 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.

Signature

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

Compañía de Minas Buenaventura S.A.A.

 

/s/ CARLOS E. GALVEZ PINILLOS

Carlos E. Gálvez Pinillos

Chief Financial Officer

 

Date: July 31, 2003