2004 inglesok - Buenaventura
Transcription
2004 inglesok - Buenaventura
Contents 2 Letter to shareholders 7 Operations 10 Health, Safety, Environment and Community (HSEC) 12 Subsidiaries and Affiliates 18 Explorations 21 Financial, Economic and Corporate Matters Report 23 Management Analysis and Discussion 34 Financial Statements 78 Corporate Matters Solid operating and financial results Revenue from Sales (in thousands of US$) Gold Production (in thousands of ounces) 1643 1800 1535 1600 280 259.6 260 1200 1000 300 1253 1400 316.0 320 1040 240 914 220 800 200 600 180 160 400 181.3 161.9 136.9 140 200 120 100 0 2000 2001 2002 2003 2004 Net Profit (in millions of US$) 2000 2001 2002 2003 2004 EBITDA including Yanacocha's participation (in millions of US$) 250 208.9 200 173.5 183.4 428.2 450 400 341.0 350 150 110.5 300 100 71.1 227.2 250 61.8 53.4 200 50 149.4 143.1 150 100 0 2000 2001 2002 2003 Includes Mark to Market variation Does not include Mark to Market Variation 2004 2000 2001 2002 2003 2004 Annual Report 2004 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 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 2004. Without detriment to the issuer’s liability, the undersigned assume full responsibility for its content in conformity with the applicable legislation. Roque Benavides Carlos E. Gálvez President and CEO Vice President and CFO 1 CHAIRMAN‘S LETTER Launching of Buenaventura‘s Vision, Mission and Values Dear Shareholder: This increase in production levels, coupled with the favorable higher metals prices maintained throughout the year, explain the company’s financial strength. Revenues from operations for year 2004 reported US$316.0 million and net profit amounted to US$208.8 million. On eliminating the effect of variations in the value of Derivative Financial Instruments, net profit was US$183.4 million and cash generation (EBITDA) amounted to US$428.2 million. In accordance with our Company's corporate by-laws, we are pleased to present our 2004 Annual Report for the consideration of our shareholders. Throughout the company’s 51 years of institutional life, Management and the Board have paid special attention to the company’s organizational aspects but, with the aim of maintaining and improving its effectiveness and in view of the ever-increasing growth trend that the company has experienced during the last few years, the Board and the management decided to contract the services of firms specialized in organizational development to advise us on how to formulate the company’s vision, mission and values up into year 2014. In this excercise we counted with the active participation of all of Buenaventura’s staff. Year 2004 saw the completion of two major undertakings at the Orcopampa mine. One was the new cyanidation plant which started-up operations in March 2004. This has yielded highly satisfactory results as it has helped us to improve gold recovery levels from 86% to 95%, while enabling us to produce doré bars with grades of 60% gold and 30% silver with 10% of impurities, allowing us thereby, to significantly reduce our costs per fine ounce from US$179 to US$128. The second was the completion of the construction of the 104 km long electrical transmission power line (138 KV ) running from the Callalli Substation to the Ares Substation. This was executed by Buenaventura’s subsidiary Consorcio Energético de Huancavelica S.A. (CONENHUA). This new line will ensure a reliable supply of electrical power not only for Orcopampa but also for the entire district currently undergoing exploration activities as well as the surrounding communities. Total investment for these two works, totaled US$16 MM, which is within the estimated budget. They were on schedule and neither on of them reported accidents. We believe that it is worth sharing with you the company’s VISION, MISSION and VALUES that resulted from this significant exercise, and have therefore included them in this Annual Report. Production for the year exceeded our expectations. Indeed, as the pertinent chapter and graphs found on the back cover of this Annual Report show, operations have been very successful. It is worth point out, as an ilustration, that our gold production from our direct operations rose by 12% compared with that of 2003, while silver production grew by 9% compare to the same period. Lead and zinc production was also stepped-up compare to 2003. These figures do not include gold and silver production our affiliate Minera Yanacocha S.R.L., whose numbers are shown in the Chapter headed Subsidiaries and Affiliates in this report. With respect to the Uchucchacua mine, in our Annual Report for 2003 we announced that Management would undertake the construction of a cyanidation plant for treating post-flotation tailings. At a later date, it was deemed suitable to investigate a new alternative which consisted of leaching the tailings from the lead- 2 BOARD OF DIRECTORS Alberto Benavides Q., Chairman of the Board Norman Anderson L. Jorge Benavides Q. (until July 2004) Roque Benavides G. (as from July 2004) Luis Coleridge A. Felipe Ortiz de Zevallos M. Aubrey L. Paverd Carlos H. Plenge W. silver flotation circuit first and then float the zinc from the tailings produced by the cyanidation process. Results from these investigations have shown to be encouraging due to the fact that this process will allow us to obtain higher grade lead–silver concentrates, recover a greater percentage of silver in the form of bullion, and obtain higher grade zinc concentrates while not loosing out on the present recovery levels using the existing circuit. We are also pleased to announce that the purchase orders for the required equipment have already been placed and the detailed engineering work is well underway. The project has been delayed but, in the opinion of the Board, the delay is well justified. We expect to begin the construction of this plant during the first quarter of 2005 with the aim of putting it into operation before the end of year. Unfortunately, this environmentally-friendly approach demonstrated by the Company in its operations nationwide, has not been duly appreciated in the region of Cajamarca, where we have had to deal with intricate situations involving the communities surrounding Minera Yanacocha’s area of operations and also in connection with our exploration activities in the La Zanja project, 35 km northeast of Yanacocha. These are all public knowledge. Market Capitalization (2001 - 2004) 4.00 US$ Billion 3.00 2.00 1.00 Explorations in our Julcani operation have been relatively successful, finding approximately 100,000 tons of easily extractable ore with a grade of 20 ounces of silver per ton in the Acchilla area. This latest discovery enabled us to maintain operations here at a rate of production of 6,000 tons of ore per month with satisfactory results, as it meant that the operation is generating enough cash to cover its operating costs in addition to those that in any case needed to be covered and which are related to mine-closure activities in the areas of Mimosa, Herminia, Tentadora, etc. These are all mines located within the mining center and worked by the company during the course of its first 50 years. This is yet another example of Buenaventura’s commitment to responsible practices in the environmental aspects of its business. In this context, we are proud to inform you that Julcani was awarded the prize for Social Responsibility granted by Peru 2021 for year 2004. This prize is awarded to the operation with the best performance in this field in Peru. 0.00 2001 2002 2003 2004 We are aware that the Cerro Quilish (Minera Yanacocha) problem arose because we insisted on carrying out exploration activities during a strong drought dry season, which to a certain extent, was reason enough for the local inhabitants - rightly or wrongly-to blame our mining activities for the scarcity of water. It probably would have been wiser to wait until the rainy season and begin by improving the irrigation channels used to carry water to the Quilish area before reassuming explorations. The outcome of this impasse was that we finally decided to request the authorities to annul the respective permit and ceased all explorations in the area. This is now all part of Cerro Quilish and Minera Yanacocha’s history. We have now begun to improve the irrigation channels and have put water controlling 3 Orcopampa, Cyanidation Plant dams into operation in the Rejo and Grande rivers. We are hopeful that the local inhabitants will soon realize that future exploration activities and an eventual exploitation of the ore deposit located in Cerro Quilish will not affect them in any way. Far from impacting the environment, it is our belief that the exploration of this area will contribute to the benefit of not only Minera Yanacocha, but also the inhabitants of Cajamarca and the entire country. concessions covering the so-called “Río Narcea Belt” during an initial stage, and with a second option to increase our interest to 70% during a second stage. Operations of our subsidiaries and affiliates – Yanacocha, Brocal, Inminsur, Cerro Verde, Consorcio Energético de Huancavelica (CONENHUA), Cedimin and Buenaventura Ingenieros (BISA) – are showing satisfactory results as described in the corresponding section of this Annual Report. They all receive due attention by Cia. de Minas Buenaventura S.A.A. ‘s Management and Board. It is with this same conviction which drove us to take action in the face of the misunderstandings at Cerro Quilish that we also condemn the deplorable events that occurred in the La Zanja project. Nothing justifies this vandalic behavior which can only be explained as the acts of politically-motivated unscrupulous rioters who incited a group of peasants to sack, steal and burn down the exploration‘s camp. We have made our protest heard before political, administrative and judicial authorities and the penal processes are underway to sanction those who are found to be ultimately responsible for these condemnable acts. Faithful to our commitment to benefiting the surrounding communities, we continue to work enthusiastically in La Zanja to put this deposit into production. Although it is true that to date the tonnage measured is not impressive, we are convinced that it is our obligation as mine concession holders to put this ore deposit into production as soon as possible, while continuing with explorations as the area appears to be highly prospective. Within the scope of our affiliate companies, it is important to mention that there is the possibility that we shall be increasing our interest participation in Cerro Verde. Indeed, Phelps Dodge, Sociedad Minera Cerro Verde S.A.A.’s majority shareholder and operator for the Cerro Verde copper deposit in Arequipa, Peru, is considering inviting minority shareholders to make capital increase contributions to co-finance their primary sulfide project. As our shareholders already know, Buenaventura owns 9.2% interest in Cerro Verde and we are pleased at this point, to announce that we have recently reached an agreement with Phelps Dodge to increase our share participation even further. Depending on the results of the public tender offer to subscribe shares, which, according to Peruvian law is the preemptive right of the existing shareholders, Buenaventura could increase its participation in Cerro Verde to up to 20%. This is a mega deposit with 1.4 billion tons of copper ores. Construction of the project is scheduled for the first semester of 2005 so as to enter into production by year end 2006 or during the first semester of 2007, at a rate of 200,000 tons of copper in concentrate, which, added to the present production of cathodes obtained from oxides, would total 300,000 tons of copper per year. The Chapter on Explorations included herein offers more detail on the exact status of the exploration projects referred to in the preceding paragraph, progress made in other exploration projects, and future plans. In this letter, we would only like to mention that we have reached a farm-in agreement with the mining company Río Narcea, to carry out an exploration program in Asturias, Spain, with an option to purchase 51% of the 4 US$ US$ Annual Price of Silver Annual Price of Gold In the global context, the reporting period was affected by a series of major events amongst which are: 1) the war in Iraq; 2) the continuous and seemingly sustained growth of the economies of China, India and Eastern Europe; 3) the fall of the US dollar as compared to the Euro and the Yen; 4) favorable metals prices for the metals that we produce, and 5) the devastating tsunami that hit the coasts of Indonesia, causing the loss of over 150,000 human lives. reported 3.5% which marks a slight increase but is still within reasonable limits. Exports totaled US$ 12,547 million, representing an increment of 40% over exports for 2003. The Peruvian Nuevo Sol revalued in respect of the US Dollar from S/.3.46 to S/. 3.28 affecting operation costs, specifically labor costs. The Camisea natural gas project was put into operation as scheduled, in August 2004. It is expected that this project will tilt the scales of hydrocarbon producers, to the point that it is not illusory to think that Peru could once again become a net hydrocarbons exporter during the course of the forthcoming years – something that has been unattained in the last 30 years. The Board shall only address the one referring to the metals prices, as corresponds for this Report. Gold maintained its price over US$ 420 per ounce, reaching a maximum peak of US$ 455; we are confident that these prices will keep steady for a good time to come. The price of silver quoted over US$ 6.50 per ounce throughout the reporting period. Barrick’s construction of the Alto Chicama gold project in the north of the country, is well underway and scheduled to commence production at year end 2005. In conformity with the regulations set forth by the Securities and Exchange Commission (SEC), reserve estimates for our operations have been calculated on the basis of US$ 350.00 per ounce of gold and US$ 5.25 per ounce of silver, . The Las Bambas copper-gold deposit, located in the department of Apurimac in the southern highlands of Peru was tendered and adjudicated to the Australian Xstrata corporation. The sharp upturn in lead and zinc prices are also noteworthy. Lead prices more than doubled compared to previous years and zinc prices 50%. This overall increase in the price of metals is attributed to the economic growth of China, India and Eastern Europe. While it is true that the volume of these metals is not relevant for Buenaventura‘s direct operation, it is for our subsidiary Sociedad Minera El Brocal S.A.A., in which Buenaventura holds an economic interest of 32.8%. In the reporting period, El Brocal produced 24,556 tons of lead (19.6% more than in 2003) and 57,500 tons of zinc (2.6% more than in 2003), contained in concentrates. Expansion and modernization works on our local Lima Jorge Chavez Airport have been practically concluded and were put into service in February 2005. This major investment prompts us to think that Lima might well be on its way to becoming South America’s HUB. At the time of writing this report, the Cabinet has just approved a program for granting concessions of the ports along the Peruvian coastline, to private operators. This is of outmost urgency requirement, particularly at this point in time when it seems that the North American Free Trade Agreement is finally going to occur, apart from the fact that Peru is also working on similar trade agreements with China, Brazil, Chile, etc. The Peruvian economy experienced a 5% growth for the reporting period. Average inflation for the year 5 31 29 US$ 27 25 23 21 19 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Buenaventura’s ADS Performance It is important to emphasize that although the Peruvian economy has grown at an average rate of 4% per year during the last three years, there is still room for much more. Peru requires, both foreign and domestic, investments, apart from better-defined political leadership on the part of Central Government. Mr. Carlos H. Plenge, member of the Board for the last 25 years, presented his irrevocable resignation in December 2004 on grounds of ill health, effective as from the next Shareholders Meeting. The Board wished to express its appreciation for the invaluable collaboration of Mr. Plenge since the formation of the company, as consultant, Board member and member of the Auditing and Compensation Committees, and trusts that the company will continue to benefit from his efficient and enthusiastic collaboration, not only in the field of metallurgy which is his specialty, but also with respect to the Company‘s normal development. The present Government must remain in office until completing its term on July 28, 2006 and, according the Peruvian Constitution, cannot be reelected. Election campaigns and related issues will no doubt occupy the minds of many Peruvian citizens and the Government itself for a good part of year 2005 and the first months of 2006. We have reason to believe that the sound macroeconomic indicators will be upheld and that the company shall be able to operate as normally. Central Government, on its part, will no doubt try and establish some sense of leadership that it has so far been unable to institute in the past three and a half years. As always, we would also like to thank our Shareholders for trusting in us. On behalf of the Board, I would like to thank all of Cia. de Minas Buenaventura S.A.A. staff and other people who have worked with us during 2004, including all of those working with our subsidiary and affiliate companies. In July 2004, Mr. Jorge Benavides de la Quintana resigned from the Board after 45 years of service. His ever-willingness to collaborate, his loyalty and spirit of sacrifice are duly appreciated. Mr. Benavides served as Director and General Manager during the period 1964 – 1985. Although an agricultural engineer by profession, he rapidly became identified with the mining world and ensured that mining activities were carried out with utmost zeal and efficiency. Sincerely, Alberto Benavides Q Chairman of the Board In its session of July 22, the Board designated Mr. Roque Benavides Ganoza, the company’s Chief Executive Officer, as the new Board member, to replace Jorge Benavides. In this way Mr. Roque Benavides Ganoza now holds the position of Director and General Manager as well as President and CEO for the company. We welcome Mr. Roque Benavides Ganoza to the Board of Buenaventura. 6 OPERATIONS Uchucchacua, Main Tunnel level 4450 UCHUCCHACUA During year 2004, the Uchucchacua, Orcopampa and Julcani mining units in the aggregate, produced 1’285,178 DST of ore, with a metal content recovery of This unit processed 795,036 DST of ore, mainly from the 10´949,495 ounces of silver and 211,447 ounces of gold. Carmen (Rita, Rosario and Monica ore bodies), Socorro These indices, compared with 1’178,050 DST of ore, (Magali and Rossana ore bodies) and Huantajalla 10’165,256 ounces of silver and 181,141 ounces of gold (Marion ore body) areas, and produced silver recoveries produced in 2003, represents a production increase in of 9’832,393 ounces (2.7% more than the previous year), the order of 9.1% of processed ore, 7.7% in silver content 8,042 DST of lead and 7,477 DST of zinc, in comparison and 16.7% in gold content. to 747,190 DST of ore, 9’575,605 ounces of silver, 7,218 DST of lead and 6,216 DST of zinc produced in 2003. This year, ore reserves in all of our mines increased thanks to the highly successful explorations program and Ore reserves at December 31, 2004 reported 3’961,710 expansion works carried out on mine infrastructure, DST with 17.02 oz/ST of silver, equal to 67’428,304 including: the development of ramps at Orcopampa; ounces of silver, which is 4.40% greater than the deepening of shafts in the Uchucchacua, Orcopampa and 64’584,870 ounces of silver contained in 3´799,110 DST Julcani mines; completion of the Paton drainage tunnel with 17.0 oz/ST of silver reported for 2003. The 957,636 work and improvement of services. These have all been DST of new reserves, proceeded mainly from the important contributors that have enabled us to maintain Socorro mine, which at the time of writing this report, processed mineral production at a constant pace of growth. is considered to be the area with the highest potential. It is for this reason that development of the northern Thus, ore reserves in the Uchucchacua, Orcopampa, area of this mine has been prioritized between levels Julcani and Recuperada mines and the Pozo Rico 4300 and 4060. prospect, totaled 5’388,680 DST at December 31, 2004, compared with 4'881,315 DST in 2003.This increase was A diamond drilling campaign confirmed the existence largely due to a stepped up advancement program by of in-depth mineralization, below the 4120 level of the explorations and development, which resulted in an Carmen and Socorro mines, reason by which level 4060 increase of 4’372,167 ounces of silver in the of both mines is currently under development. Moreover, Uchucchacua and Julcani operations and 124,226 our efforts are also geared towards continuing ounces of gold in Orcopampa reserves. exploration work in the southern section of the Casualidad mine, where the Paton tunnel intersected Notable too is the continuous improvement of Safety mineralized structures at level 4120. In order to facilitate indices in our operations as well as Uchucchacua and the exploration and future exploitation works at these Orcopampa’s attainment of ISO 14001 certification in levels, it was decided to deepen the Master Shaft and environment care. refurbish the loading infrastructure at level 4060. 7 Orcopampa, Ecological Park Exploitation works started on the Marion orebody, at contained in 1’043,405 DST with 0.517 oz/ST of gold and the Huantajalla mine during the second semester of 0.2 oz/ST of silver. New reserves registered 468,727 DST year 2004. This has been reporting high silver, lead and and proceeded mainly from the exploration and zinc grades. Likewise, development of this orebody development activities carried out in levels 3590 and and of the 4A vein at levels 4360 and 4400 levels 3490 of the Nazareno vein and from the development continued yielding satisfactory results. of the Ramal 1 and 2 of Prometida vein at levels 3610 and 3490. We expect to continue increasing reserves in In the Pozo Rico prospect (Uchucchacua‘s brown field), these veins, both to the east and to the west, at depths exploration works are being continued by means of below levels 3490 and 3440. Likewise, there is also the diamond drills and mine workings. Mineral measured possibility of finding ore through explorations carried as reserves at December 31 total 132,900 DST, with out on the Prometida Oeste, Escondida, Señal Chipmo 16.17 oz/ST of silver, 0.48% of lead and 0.86 % of zinc, and Prometida Norte veins between levels 3810 and and the resources indicated by drills in this prospect 3440. report up to 86,435 DST, with 13.04 oz/ST of silver, 0.59% of lead and 1.02 % of zinc. Diamond drill results have provided valuable geological information suggesting continuity of in-depth ORCOPAMPA mineralization in the Prometida and Nazareno veins down to elevation 3360, prompting the construction In this unit 431,242 DST of head ore was processed and of ramps and the execution of the second stage of the thanks to start up of operations of the cyanidation plant Pique Nazareno. Levels 3490 and 3440 are currently in February, which increased gold recovery to over 94% under development, starting from these ramps. The while also producing a better grade, we are able to reach Pique Principal (Main Shaft) is located at level 3470. The a production level of 211,388 ounces of gold, which is ramps are being executed by Compañía Graña y 16.7% greater than the 180,725 ounces of gold in 2003, Montero and work is being carried out according to the from the 393,210 DST of ore processed during that agreement. period. Mine deepening works have caused the flow of water The Nazareno, Prometida Ramal 1 and 2 veins continued proceeding from filtrations to gain force, recording up to be the largest contributors to this mine’s production. to 120 l/s. In order to drain this excess flow, it has been necessary to build pump chambers in the Mario Ramp Ore reserves reported 663,666 oz of gold, contained in at the deepest levels of the mine. The construction of 1’080,890 DST with 0.614 oz/ST of gold and 0.25 oz/ST the main pump chamber has been designed to be of silver, which represents an increase of 23.0 % located at the bottom of Pique Nazareno (Nazareno compared with 539,440 ounces at year end 2003, Shaft) (level 3340), in order to support a flow of 200 l/s. 8 Julcani, Sustainable development projects It must be noted that the mining works are located with 21.78 oz/ST of silver and 1.25 % of lead. This below the Chilcaymarca river. was the direct result of the exploration of the Jesus, Manto and Acchilla 2 veins of the Acchilla area. The These pumping, hoisting and ventilation requirements Jesús vein is a new high-grade silver mineralized of the Chipmo mine have had repercussions on the use structure. At the time of writing this report, it has of electric energy, as consumption has risen by 25% been recognized as a structure measuring 200 m long respect to the previous year.The timely interconnection at level 390, with a strong possibility of extending to the National Power Grid through the Callali – Ares laterally and at depth. There is also a very high electrical transmission line at 138 kV, resulting in probability of encountering new reserves in this enhanced transmission and transformation capacities, same Acchilla area, with the exploration of the Jesús, ensures normal development of our present and future Manto, Acchilla 7B and Acchilla 2 veins, above level operations. 390 and below level 420. JULCANI Apart from the ongoing exploitation works being carried out in the Acchilla area, we are also continuing Continuing with the rescue operation set in place for on with the execution of the environmental Closure this unit, this period processed 58,900 DST of ore with Plan of the entire mining unit. As part of this, a number 18.5 oz/ST of silver, which represents a recovered metal of accesses have already been closed in the Herminia content of 1’019,743 ounces of silver, originating from and Mimosa mines, which are flooded up to levels 460 developments and the exploitation of measured blocks and 420, respectively. We are currently replanting the in the Acchilla 2, Acchilla 7B and Manto veins of the areas of old open-pit mines of Herminia and part of the Acchilla mine. San Jose mine. As of December 2004, measured mineral reserves In the Recuperada area, explorations and developments totaled 102,625 DST, with 22.42 oz/ST of silver, 1.17% at the Esperanza 2001 mine produced reserves of of lead and 0.17% of copper, which marks an upswing 110,555 DST, 8.31 oz/ST of silver, 3.03 % of lead and compared to the 38,800 DST with 19.9 oz/DST of silver, 5.35 % of zinc. A further increase in reserves might even 1.10% of lead and 0.2% of copper reported in 2003. be possible, depending on the results of explorations in the Esperanza 2001 vein between levels 4680 and 4520 and in the Camucha vein at level 520. New reserves at year end 2004, reported 122,725 DST, 9 HEALTH, SAFETY, ENVIRONMENT AND COMMUNITY (HSEC) SAFETY which are comparatively lower indices than those reported for 2003, which were 3,172 and 13.2, respectively. We continued to implement Buenaventura’s Health, Safety and Environment system (HSEC), oriented The Company will continue directing its activities while towards risk prevention in our operations. seeking to attain higher levels of efficiency rooted in At Uchucchacua, operations control was improved, excellent performance of its responsible practices in the and no serious accidents were reported in this period. Safety, Health and Environmental aspects of its business. Regretfully, one fatal accident was reported in For such effects, in the course of 2005, Buenaventura’s Orcopampa. This unfortunate event called for the HSEC activities will be strengthened in order to become adoption of additional control measures and these more efficient as an Integrated Risk Management System have now been set in place. At December 31, 2004 and attain OHSAS 18001 certification. the Julcani mine totaled 2’199,711 man hours with In this context, we wish to highlight the fact that the zero accidents. Mining Rescue squads at Uchucchacua and The frequency index for the mining units, including Orcopampa, received well-deserved recognition for contractors, dropped from 4.2 to 3.2 (see graph). The their participation in the 1st National Rescue severity index was 1,055 and accidentability was 3.3, Competition realized in the city of Cajamarca, where Buenaventura's Production (DST) vs Frequency (FI) Index 14.0 1,400,000 12.6 12.8 12.0 1,285,012 11.9 12.0 1,156,640 1,200,000 10.4 10.2 9.8 1,000,000 941,181 926,291 1,052,050 1,175,050 1,137,195 10.0 1,046,250 917,436 800,000 894,032 8.0 IF DTS 845,135 770,150 5.9 600,000 5.3 6.0 4.9 4.2 400,000 3.2 4.0 2.0 200,000 0.0 0 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 AÑOS Freq. Buenaventura Production DTS Accidents x million of MHW 10 Julcani, Forest Nursery they obtained first place in Fire Fighting and Rope In the Uchucchacua area, we reached an agreement Rescue, respectively. with the Chinche Tingo Peasant Community, through which we supported the implementation of a miniplant ENVIRONMENT designed to industrialize the area’s milk production. This concession enabled us to continue with exploration works in the Pozo Rico Project. ISO 14001 certification for Environmental Management Systems in Orcopampa and Uchucchacua was renewed; auditing was carried out by Germanischer Lloyd, an Buenaventura also entered into an agreement as internationally renowned certifying agency. Moreover, coparticipant with the Ministry of Transport (Provías) the ISO 14001 Environmental Management System was to maintain the Sayán-Oyón road, over which the Moroc implemented in Julcani and Recuperada. Bridge was constructed this year (this support is a coeffort together with other mines near Oyón). Environmental permits and authorizations for the different exploration projects (greenfields y brownfields) At Orcopampa, we continued to execute the were processed and renewed in coordination with the agreement entered into with the local Peasant respective management areas. In June, the Company’s Community, by supporting it with the formulation of environmental officers in charge of the different mining various project profiles they wish to carry out in the units and of the Group itself, traveled to the United States different annexes. Worth mentioning is the signing of to attend a course on tailings closure and also visited a a land use agreement, allowing us to make use of the number of mines (both in operation and undergoing areas held by the Chilcaymarca and Umachulco closure). Training in this area will be prioritized communities. This last one in particular, will enable us throughout the course of 2005. to access the Poracota project. Closure activities were continued in all of the mining In the Julcani – Recuperada area, the Huancavelica Land units as scheduled. These works provide jobs for the Transport Terminal as well as the Lircay Technological local inhabitants and contribute to improve Institute were handed over to local residents. community relations. In spite of the restrictions limiting the activities of a COMMUNITIES number of public institutions, we are continuing on with the agreement to improve the Chincha – In the course of 2004 relations with communities Huancavelica road. surrounding our areas of operation produced encouraging results, and a number of mutually Total annual investment in community projects and beneficial agreements were successfully negotiated. assistance amounted to US$1.48 million. 11 SUBSIDIARIES AND AFFILIATES Yanacocha, Panoramic view of open pit operation MINERA YANACOCHA S.R.L. (43.65%) to feel that the company really wants to work as a team with them, to achieve a better future in common as partners for their integrated development. Minera Yanacocha achieved a record production of 3’017,303 oz in the reporting period. However, it has been the social related issues that have caught the most It is within this context and attitude of conciliation, that attention. Minera Yanacocha S.R.L. decided to request the government to annul the exploration permit granted As the Chairman‘s Letter explains, despite the extreme for Quilish. This resulted in the reduction of 3.9 million care taken to protect the environment around Minera ounces from our reserve inventory, which has passed Yanacocha, the inhabitants of Cajamarca have on to be classified as resources. construed a different perception which, aggravated by our insistence to explore Cerro Quilish in the drought On the other hand, the completion of the feasibility season, triggered an adverse social reaction to study for Minas Conga has allowed us to incorporate Yanacocha in Cajamarca. 8.7 million ounces of gold to our reserve estimates, while resources still report 4.2 million ounces. Minas We have embarked on a thorough examination of the Conga is a copper-gold porphyry located east of reasons which might have caused this reaction in Yanacocha within the 1,386 Km2 area covered by the Cajamarca and are taking action to solve each one of mining rights controlled by Minera Yanacocha S.R.L. in them. Clearly, one of the population’s major concerns, the region. both in Cajamarca’s rural areas and in the city itself, relates to how our activities may potentially affect the Total reserves for Minera Yanacocha S.R.L. at December quantity and quality of water in the area. We are hopeful 31, 2004 including Minas Conga totaled 32.2 million that our efforts to construct the dams in the Rejo and ounces compared to 31.7 million at December 31, 2003. Grande rivers, completed in 2004, in addition to a series Oxide resources reported 5.9 million ounces which also of other water works (canals and small dams) currently represents a significant upturn with respect to the 3.6 under execution, will contribute to revert this million ounces reported for the period ending misconstrued perception that has led them to believe December 31, 2003. that our mining activities could potentially affect their Provided the respective permits are granted without supply of water, particularly during the dry season. delay, we expect to have the first grinding -cyanidation Yanacocha is also working towards achieving better plant for the treatment of both sulfides and high grade staff/community relations by encouraging its staff to oxides, in operation by the first quarter of 2007. This make efforts to better integrate with the local plant will be doubly beneficial as it will allow us to add community. In this way, Cajamarca’s people may grow significant tonnage of sulfides to our Reserve Inventory, 12 El Brocal, Colquijirca Mine Operation SOCIEDAD MINERA EL BROCAL S.A.A. (32.78%) given that at present we have ample evidence of its existence, but cannot include it in our current inventory because we do not have a plant to process it in. During 2004 two events became significant milestones In the meantime anyhow, we shall continue carrying out in El Brocal’s history: (a) the achievement of record explorations in search of oxidized minerals as the district production levels and concentrate sales, and (b) the offers interesting opportunities for this. beginning of construction works for the exploration ramp in the Marcapunta Oeste copper with low gold Gold sales reported a record high of 3’039,873 ounces content project. while silver sales totaled 3’672,896 ounces as of the period’s close. These results were attained despite a. In effect, regarding production, total metal contents having maintained ore production levels constant, at of concentrates produced during 2004 amounted the same levels as the previous year (134 million MT) to 57,500 MT of zinc; 24,556 MT of lead and 3.4 and despite the fact that ore grade contracted from 0.93 million ounces of silver, which represent increases gr/MT to 0.86 gr/MT. This apparent contradiction – in the order of 2.6%, 19.6% and 14.7% respectively, higher metal sales despite producing lesser-grade ore in comparison to 2003. – is explained by the reduction of gold inventory, as gold undergoing carbon column and other forms of The total value of gross sales during the year processing improvements was excluded. reported S/.183.9 million, equivalent to US $ 53.7 million, and represents a 52% increment with Cash cost per ounce of gold produced jumped up from respect to sales in 2003. US$129 to US$147 due mainly to the weaker gold ore grade mentioned above, and the rising cost of fuel. The historic level of production and sales obtained in 2004, favored too by the improvement of Sales recorded US$1,249.9 million, compared with international prices of metals produced by the US$1,036.4 million of the previous year. Net Income company, resulted in profits for year 2004 of S/.31.4 totaled US$390.3 million with respect to US$320.4 million before Taxes and Workers’ Participation, and million in 2003 while cash flow from operations was a Net Income of S/.11.1 million, after restating the maintained at US$542 million. accounting for deferred charges. Annual investment amounted to US$ 226.2 million. As b. Construction works for the Marcapunta Ramp in previous years, most investment was realized for the officially began on September 6. As of year-end construction of leach pads, mine development works 2004 this had been advanced by 353.2 meters. and the acquisition of mining equipment. Completion of this work is scheduled for 2005, when 13 Antapite, Underground mine the exploration drilling program shall be started-up drills indicating the presence of a copper structure in the underground workings. hosted in the Caldera Formation. This copper structure measures at least 300 meters long, 70-80 The crushing system has been totally modified in the meters wide and 10-12 meters thick, with average Huaraucaca plant. This will be totally operational by grades of more than 2 % of copper.The geochemical March 2005. results indicate that the structure is essentially arsenic-free. As of December 31, 2004, the Ore Reserves Inventory of the Tajo Norte vein, indicates the existence of 8’829,608 Two drill holes lateral to the non-arsenic copper DMT of proven and probable mineral, with mean grades structure evidence a seemingly important halo of Zn- of 2.87 oz/MT of silver, 2.28 % of lead, 6.02 % of zinc and Pb-Ag. Drilling works programmed for 2005 are 0.07 % of copper. At the present rate of production, these directed towards exploring and defining this halo as mineral reserves would allow us to maintain the well as exploring the continuity to the south of the operation active for almost 7 additional years. Smelter Norte non-arsenic copper structure. tons of ore. INVERSIONES MINERAS DEL SUR S.A. (78.04%) EXPLORATIONS Inversiones Mineras del Sur S.A. operates the Antapite Inventory of Ore Reserves in Tajo Norte, reports 874,000 mine, located in the province of Huaytará, department a. As in 2003, exploration activities in the course of the of Huancavelica and the Ishihuinca mine, located in the year focused on defining, expanding and searching province of Caraveli, department of Arequipa, and is for new copper resources, in particular those lacking actively involved in the exploration of the Arenizo gold or low in arsenic content. Within this framework, prospect, in the province of Parinacochas, located in the diamond drill works were completed by adding on department of Ayacucho. an extra 453.1 meters to the program. Total meters drilled as from year 2002, amount to 13,836.5 meters. To date, we have exploited 163,100 DMT of head ore, b. During the second semester of 2004, and based on recovering 97,137 ounces of gold, which represents a information produced by previous diamond drills 15.1% increase over the production of 2003. Mineral and minerographic studies, we decided to explore Reserves at Antapite reported 434,031 DMT with a for non-arsenic copper in the Smelter Norte sector grade of 14.12 g/t of gold. (located between the Marcapunta Norte Copper Project and south of Tajo Norte). As of December At Antapite, capacity of the Tailings Dam and the Carbon 31, the works consisted of 814.6 meters of diamond Adsorption Section in the Processing Plant was expanded. 14 Moreover, we have also initiated the studies for The Shila mine treated 41,151 dry short tons of mineral obtaining government authorization for expanding the at its concentration plant producing 14,086 ounces of capacity of the Processing Plant to 1,000 MT/day. We gold and 587,181 ounces of silver in the course of 2004. have maintained satisfactory relationships with our In its 16 years of mine-life, this operation has treated a workers and surrounding communities. total of 848,673 dry short tons of ore in its concentration plant, obtaining 268,628 ounces of gold and 6,503,244 Mina Ishihuinca produced 24,504 ounces of recovered ounces of silver. Shila as well as Paula, carry out their gold and as of December 31, 2004, registered 59,750 DMT activities at altitudes over of 5,000 m.a.s.l. in the of Mineral Reserves with a mean grade of 15.05 g/t of department of Arequipa. gold. At Level 1890 we have begun a 750 meters long crosscut towards the Cordova area which is where we The Paula mine, which is located 10 kilometers in a will be concentrating our future exploration activities. straight line to the SE of the Shila mine, explores both gold and silver veins and in 2004, produced 16,831 dry Diamond drilling and underground works have been short tons of mineral which were treated at Shila’s executed in the Arenizo prospect. Although results concentration plant, obtaining 10,387 ounces of gold have not been totally satisfactory to date, we believe and 73,594 ounces of silver. that it is important to continue explorations in the southern section of the prospect throughout the first The total contribution of both mines was 24,473 ounces few months of 2005. of gold and 660,775 ounces of silver which equal 35,230 ounces of equivalent gold. CEDIMIN S.A.C. (100%) The interconnection of both mines to the National Compañía de Exploraciones Desarrollo e Inversiones Power Grid through the Callali – Ares line constructed Mineras S.A.C. (CEDIMIN S.A.C.), operates the Shila and by CONEHUA and completed at the end of 2003, has Paula mines. The latter is 51% owned by Minera Paula supplied us with lower-cost and reliable electric energy. 49 S.A.C. By year-end CEDIMIN S.A.C. had acquired We are confident that continued exploration work will 100% of Minera Paula’s shares and will therefore now eventually reward us by proving that these mines are proceed to merge the two companies. CEDIMIN S.A.C. in fact large-scale deposits, as has been the case with is titleholder of a series of mining rights which cover a other similar mines in the region, as Orcopampa, Arcata total area of approximately 71,740 Ha. and Caylloma. We are pleased to note the emergence of synergies with Engineer Miguel Huamán was Manager of Cedimin up respect both to the exploration and operation of these until March 31, 2003. Eng. Miguel Correa, the former two mines. Operations Manager replaced Mr. Huamán as from April 15 BISA, ISO 9001 Certification 1, 2003. We would like to thank Engineer Huamán for his relentless work at Cedimin and welcome Engineer Correa whom we trust will see that Shila-Paula develops into the same type of large-scale operations as others in the region. BUENAVENTURA INGENIEROS S.A. (100%) After 26 years of providing services to the mining This will be Arequipa’s fist mega-project after the industry in the areas of geology, engineering, construction of the Charcani V hydroelectric plant in the construction management, environment and social 1980s. It is expected to generate great economic development, BISA obtained ISO 9001 certification, in activity in Arequipa during the next three years of the reporting period. This international certification construction time. Once completed, the mining guarantees excellence and quality services. operation will additionally create permanent and significant mine-related commercial activity, both in the In 2004, BISA not only increased its sales by 25% for the city and at the Matarani port. second consecutive year, but also added to its client portfolio by providing services to new clients such as As has been explained in our Letter to Shareholders, a Barrick’s Alto Chicama project, Minera Goldfield’s (Peru) capital increase in Sociedad Minera Cerro Verde S.A.A. Cerro Corona; Rio Narcea in Spain and Inti Raymi in is programmed for the first semester of the current year, Bolivia. with which, Compañía de Minas Buenaventura S.A.A. should increase its interest participation in Sociedad SOCIEDAD MINERA CERRO VERDE S.A.A. (9.17%) Minera Cerro Verde S.A.A. to 20%. Cerro Verde will permit Buenaventura, on the one hand, In October 2004, the Board of Sociedad Minera Cerro to participate in the development of this major copper Verde decided to go forward with the project to construct porphyry, and on the other, acquire a better a flotation plant for treating primary sulfides in Cerro understanding of the copper market. Verde. Cerro Verde’s primary sulfides project, located 30 km to At the time of writing this Annual Report, all permits the SW of the city of Arequipa, will have a 100,000 MTD and water rights have been obtained and project capacity treatment plant expected to produce financing is the only issue pending. This requires an approximately 200,000 MT of copper in concentrate investment of US$850 M. form, in addition to producing copper cathodes which 16 CONENHUA, Ares Sub - Station in 2004 reported 88,352 MT as a result of acid leaching. A total of 15.1 million kWh was transmitted in the Cerro Verde’s expected annual production, once the reporting period through the El Palmar Electrical flotation plant is operative, is estimated to be in the Substation operation executed by CONENHUA under order of 300,000 MT of copper contained in contract with INMINSUR, to supply electrical energy to concentrates and cathodes. the Antapite mine. CONSORCIO ENERGÉTICO DE HUANCAVELICA S.A. (CONENHUA) (100%) CONENHUA’S electrical power generation installations in the department of Huancavelica are conformed by the Ingenio, Huapa and Tucsipampa Hydroelectrical CONENHUA, an electrical energy supply company, Power Plants, which in the aggregate generated a total transmitted 11.6 million kWh, at 60 kV in Huancavelica of 17.9 million kWh for the reporting period. This during 2004. Operations were outaged for a total of 16 represents a drop of 8% compared with 2003. The fact hours and 28 minutes, out of which 12 hours and 37 that year 2004 was a ‘dry year’ had significant bearing minutes were due to pre-programmed cuts for on this reduction of power generation. maintenance works and 3 hours and 51 minutes were due to power cuts caused by faults in the system, A new 104 km long transmission line was constructed, generated mainly by weather problems. running between Callalli and Ares, at 138 kV as a means of solving the problem caused by the deficient installed The Trujillo - Cajamarca Norte - La Pajuela line transmitted capacity of the existing at 66 kV electrical transmission 280.0 million kWh, with a total of 11 hours and 35 minutes line running between the Callalli Electrical Substation of down-time, out of which 9 hours and 50 minutes were and the Ares Electrical Substation, which is part of the due to programmed maintenance works, 1 hour and 30 National Power Grid. This supplies power to operations minutes were due to failure of the National Power Grid at Orcopampa, Shila and Paula as well as the future and 6 minutes due to faults in our own system caused prospect of Poracota. This project, which was the first by lightning or extreme meteorological conditions. This 138 kV transmission line to be constructed by all confirms the consolidation of this operation and CONENHUA staff, was executed in a period of 9 months consequent benefit for operations at Yanacocha. at a cost of US$ 10.1 million, and reported zero accidents. The operation currently being carried out by CONENHUA on the 138 kV line under contract, between Paragsha II Engineering and supervision works were contracted and Uchucchacua, transmitted 104.4 million kWh with a to Promotora de Proyectos S.A.C. The experience total of programmed down-time for maintenance of 6 obtained from this first project if its kind, now enables hours and 54 minutes plus an additional 54 minutes of us to offer services to carry out similar projects in the outage time caused by lightning. market. 17 EXPLORATIONS Poracota, Poracota mine, Level 4720 Our Explorations Campaign for 5. Mine development 2004 compiled survey data, geological, mineralogical, geophysical and geochemical data for three main projects: Projects cadastral information and 4. Feasibility and ore reserves 3. Resource delineation Poracota in Arequipa, La Zanja in Input Cajamarca and Marcapunta in fifteen prospects and other third party opportunities were 2. Drilling and tunneling Prospects Cerro de Pasco. An additional Output 1. Reconnaissance assessed, not only in Peru but also in Argentina, Bolivia, Mexico and Spain. Ranking for exploration projects and prospects as of December 31, 2004 In Poracota, in the sector of PORACOTA / SORAS Huamanihuayta, we outlined 1.7 million tons with 11.0 g/t of gold in two mantos, both pyritic. Directly eastwards of Poracota, in the Soras concessions, diamond drilling Mine workings have been advanced 800 m in the intersected veins of high grade gold and silver in enargite. Huamanihuayta Este sector of the Poracota prospect in two parallel levels at elevations 4720 and 4785 m. It is from In La Zanja, measured and indicated resource estimates here that we plan to start infill drilling work for the mantos were completed for San Pedro Sur and Pampa Verde, identified from the surface, followed by the necessary revealing 17.4 million tons with 0.9 g/t of gold and 5.7 metallurgical tests required to confirm total feasibility of g/t of silver in surficial oxides. Exploration activities were the resources indicated and inferred by the diamond drilling. also commenced in search of high grade ore in the Turmalina and Campana prospects. In Soras,diamond drilling has served to indicate persistence in narrow veins with high grade gold and silver intersects SOCIEDAD MINERA EL BROCAL S.A.A. has begun the associated to enargite and tennantite. Drill hole SO-02 construction of a decline in Marcapunta, on the intersected 1.20 meters with 16.8 g/t of gold,9.3 oz/t of silver, Western Flank, on resources indicated and inferred by 10.1% of copper and 3.7% of arsenic. Moreover, the same diamond drilling reporting 112 million tons with 1.8 % drill hole intersected 1.05 meters with 28.6 g/t of gold, 24.9 of copper, 0.7 g/t of gold and variable quantities of silver, g/t of silver, 3.5% of copper and 1.2% of arsenic. During year bismuth, arsenic and antimony. 2005,we shall build trenches and continue diamond drilling 18 BUENAVENTURA’S EXPLORATION ACTIVITIES IN AMERICA AND EUROPE MINING DISTRICTS IMMEDIATE PROJECTS Advanced Projects Generative Projects Prospective Regions LA ZANJA stepping-out towards the east of this initial discovery. This particular area exhibits an outcrop of silicified tuffs with an obvious gold anomaly of more than 0.1 g/t of gold but less Unfortunately, the 2004 campaign was cut short due than 2.4 g/t of gold. The medium-term plan contemplates to an unjustified act of violence which occurred on continuing into a second stage with small cross cuts and November 16, 2004 – particularly considering that this drifts at the 4700 m level. is still an exploration project causing no environmental impact. Prior to this event, progress had been made on Soras is a prospect totally owned by BUENAVENTURA, exploration works in San Pedro Sur and Pampa Verde, while Poracota is a double option deal. Exercise of the first with the completion of 5700 m infill drilling of both option for 50% held by SOUTHWESTERN GOLD prior to orebodies and the respective final column-leachability February 16, 2006, will activate the second option for an study. The La Zanja / oxides project reveals measured additional 25% controlled by TECK COMINCO LTD., under and indicated resources of 17.4 million tons with 0.88 certain minimum investment conditions, and depending g/t of gold and 5.67 g/t of silver, where 66% is on the size and quality of the new resources found. recoverable by direct gold cyanidation with the possibility of reaching 75% in the medium term. Poracota and Soras would appear to constitute an important new gold district. We are currently generating A number of high grade ore intercepts in the Turmalina new diamond drill targets to the north and northeast and Cerro Campana prospects are encouraging. In of Cerro Huamanihuayta. Turmalina, drill hole TUR-3 reported 6.0 m with 10.0 g/t 19 of gold and drill hole TUR-15 reported 33.0 meters with to define the different types of mineralization according 13.1 g/t of gold, both in oxides only a few meters below to its mineralogy and iron, copper, gold, silver, bismuth, the surface. In Cerro Campana drill hole C-01 cut 42.5 sulfur and arsenic contents. This will determine which is meters with 1.4% of copper and 0.7 g/t of gold with 14.4 the most suitable metallurgical treatment for each case. g/t of silver and 0.2% of arsenic in sulfides. OTHER PROSPECTS Evaluation of copper and gold sulfides in Cerro La Zanja, located in the area beyond the gold oxides of San Pedro Out of the fifteen prospects mentioned in the first Sur and Pampa Verde, will be resumed shortly. On the paragraph of this Chapter on Explorations, the most surface, we have defined a molybdenum ring with a gold outstanding prospects, based on initial results, are the nucleus characterized by quartz veinlets containing epithermal ore deposits of Los Pircos in Cajamarca, pyrite, chalcopyrite, bornite, covellite and/or enargite Pampa Andino in Ica and Minasnioc in Huancavelica. which will be the target of future exploration work . The Aguas Verdes skarns located in Ayacucho and the Trapiche copper-molybdenum porphyry in Apurimac MARCAPUNTA are also noteworthy. We have also embarked on a jointventure explorations project to asses the skarns and SOCIEDAD MINERA EL BROCAL S.A.A. continues to gold veins of the Santa Marina prospect, located in the explore the copper-arsenic resources with gold content Cantabric region of Asturias, Spain. at Marcapunta. To date, approximately 320 m of a new decline have been completed at Marcapunta Oeste. We Year 2005 will be dedicated to focus on the most still need to advance another 200 m before beginning advanced or central projects, while also attending other infill drilling and 500 m to reach the mineralized area. prospects currently undergoing evaluation and new During the next 18 months, this program will enable us business opportunities. Poracota Project, Mantos Aguila and Dorado The La Zanja Project, from oxides to sulfides 744 E 736 E 728 E 720 E Diablo Rojo ALTERATION Silicification Quartz - alunite Chinchimal Norte Quartz - sericite C∞ Buitre 9248 N PAMPA VERDE U D D izc ac C∞ La Zanja Casharume AREAS OF INTERES San Pedro Norte Pisit UV ha s High sulfidation Au (Ag) Low sulfidation Au (Ag) El Cedro D U C∞ Campana SAN PEDRO SUR CO ES AL RR IN VE D U Porphyry of Cu (Au,Mo) Turmalina Garay er Riv Blanco KEY Limit of property La Quinua Faults 9240 N Pincullo D U Access Caldera llo cu Pin Coshuro Norte Coshuro U D D U C∞ Chicche 5 Km 9232 N 20 FINANCIAL, ECONOMIC AND CORPORATE MATTERS REPORT Cia. de Minas Buenaventura S.A.A.’s total production Silver: 3’200,000 ounces in total, at an average price of value, in adjusted terms, reported S/.516’393,000 for US$6.14/oz, effective January 2005 to December 2006. fiscal year 2004, which compares favorably to S/.381’057,000 registered for year 2003. The It is likewise important to highlight the significant cash consolidated production value, excluding Yanacocha, contributions made by Orcopampa, Uchucchacua and amounted to S/.931’143,000 in 2004 compared with Antapite to the company’s overall results. These mining S/.723’809,000 of the preceding year. units increased their production levels while maintaining cost-efficiency and competitivity world-wide. Gold was the metal that in terms of value accounted for the greatest percentage of our production, As from 1991, the Company has been submitting representing 48.30% thereof in 2004. In order of Financial Statements adjusted for variations of the importance, it was followed by silver (43.51%), lead Wholesale Price Index (WPI). The purpose of such (4.11%) and zinc (4.08%). However, after consolidation restatement is to reflect the effect of variations in the - including the 43.65% interest in Yanacocha - these general price level. The methodology followed by the percentages read as follows: gold 84.25%, silver 10.54%, Company to make such adjustments is described in zinc 3.34% and lead 1.87%. Note 2 (a) of the Consolidated Financial Statements. Consequently, the Consolidated Financial Statements In the financial year 2004, losses in futures trading as of December 31, 2004 included in the Appendix to transactions registered US$16,942,463.38 (compared this Annual Report, together with the Auditor’s report with US$4’256,533.75 of the preceding year). Losses submitted by Medina, Zaldívar, Paredes y Asociados, a were distributed as follows: member firm of Ernst & Young, contain the figures adjusted for WPI variations for the periods 2003 and Gold: 2004. US$ 9’485,328.00 Silver: US$ 1’550,483.38 Zinc: However, through Resolution No.031-2004-EF/93.01 US$ 5’906,652.00 published May 18, 2004, effective as from fiscal year 2005, In summary, commitments for operations from the Consejo Normativo de Contabilidad has suspended derivative financial instruments and sales contracts the practice of adjusting financial statements by inflation, which the company held effective at year-end 2004, which means that the balances adjusted by inflation at with banks and first-order brokers and are as follows: year-end 2004 shall be considered as the starting balances at January 1, 2005. Likewise, Law 28394, enacted Gold: 2’693,000 ounces in total, at an average price of November 23, 2004 suspends the implementation of US$364.47/oz, effective January 2005 to December financial statements adjusted by inflation, for tax 2011. purposes, effective as from 2005. 21 WPI variation was 4.9% in 2004, compared to 2.0% in Consolidated Financial Statements corresponding to 2003. Moreover, our local currency experienced a the above mentioned period. devaluation of -5.23% in 2004 (-1.48% in 2003). As of December 31, 2004, the Company had 1,626 Net income reported for the year was S/. 680‘140,000 common shareholders. Of these, 49.195% are held by compared to S/. 177’487,000 in 2003. Consolidated net shareholders residing in Peru and 50.805% by income for the year reported S/. 685’650,000 compared shareholders residing in foreign countries. Moreover, to S/.175’153,000 in 2003. Both Company and we had 1,176 shareholders holding investment shares. Consolidated net income for fiscal year 2003 After restating the calculations for WPI variations as of were affected by accounting costs amounting to December 31, 2004, restated Capital Stock and S/.643’694,000 and S/.647’218,000, respectively, as a Investment Shares accounts amount to S/.596’755,000 result of changes in the reasonable value of its derivative (Net sum of S/.49’659,000 of Treasury shares) and financial instruments, in application of NIC 39, effective S/. 1’683,000 (Net sum of S/.66,000 of Treasury shares) as from January 01, 2003, as indicated in Notes 28(a) and respectively and Legal Reserve S/. 129’276,000. 33(a) of the Company’s and Consolidated Financial Company and Consolidated Accumulated net income Statements, respectively, as of such date. However, it is at year-end 2004, amounts to S/.734’059,000 and important to state that the itemized expenditures did S/.734’070,000, respectively. not produce any effect whatsoever on Income Tax calculations, nor on Workers’ Participation in the Both Capital Stock and Investment Shares are Company for year 2003, since these expenditures were susceptible to a capitalization of S/. 96’634,000 and not considered as deductible expenses for effects of S/.260,000 respectively, considering that the amounts determining Taxable Income for such period. issued to date for both items total S/. 549’779,848 and S/.1’489,280 respectively. Likewise and in application of NIC 12, during year 2003 the Company proceeded to register Earnings against Finally, the New York Stock Exchange's (NYSE) ADR Income Tax and Workers’ Participation (deferred), program closed the year by issuing a total of 64’213,046 generated by the temporal differences of assets and ADS, equal to 1 Common Share per ADS. 109’369,800 liabilities subject to accounting practices that are ADS were transacted in 2004, which represents 170% different to tax treatment. This accounting practice, of total ADS emitted and 86% of Buenaventura’s total revealed Earnings of S/.62’896,000 and S/228’834,000 number of outstanding shares. for Workers’ Participation and Income Tax respectively in the results of the company for year 2003 and Earnings ADR performance during 2003, as well as Common of S/. 62’887,000 and S/.198’286,000 for Workers’ Share and Investment Share prices are shown in Table Participation and Income Tax respectively, in the Nº 6. 22 MANAGEMENT ANALYSIS AND DISCUSSION ON THE MAIN VARIATIONS IN THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWELVE-MONTH PERIODS ENDING DECEMBER 31, 2004 AND 2003 1. NET SALES combined effect of these fluctuations resulted in an creased revenue from sales which totaled US$15’502,227 in 2004. In the year 2004, Net Sales from concentrates totaled S/. 908’441,000 compared to S/.735’306,000 Net Sales realized in year 2003. This represents a 23.55% e) Deductions– During year 2004 deductions increase. This variation is explained by the following for “maquila” (processing fees) and penalties factors: together, amounted to US$ 47’677,961 compared to US$ 39’510,604 in 2003. a) Gold Sales– This item increased in 29,516 ounces of gold, compared with sales for 2003, and f) Hedging Operations– During the year 2004, the proceeded mainly from Orcopampa. Average gold Company recorded losses from hedging operations sale prices rose from US$ 364.88/oz in 2003 to US$ generated by Sociedad Minera El Brocal S.A.A. (El 373.78/oz in 2004. The combined effect resulted in Brocal) of S/.20,158,000 (compared to revenues of higher revenue from sales reporting US$13’914,252 S/.5,405,000 as of December 31, 2003) with respect in 2004, compared to 2003. to transactions due in the reporting period. b) Silver Sales– 3’146,970 more ounces of silver were g) Energy Sales– During 2004, energy sales to third sold compared to 2003 and proceeded mainly from parties amounted to S/.16’829,000 (S/.17’249,000 in our Uchucchacua mine. Average silver sale prices 2003). These sales proceed mainly from the billing rose from US$ 4.91/oz in 2003 to US$ 6.51/oz in made by CONENHUA to Minera Yanacocha S.R.L. 2004. The combined effect resulted in higher (Yanacocha) for the transmission of electrical power revenue from sales of US$ 38’233,915 in 2004. supplied by the Trujillo Norte-La Pajuela line. c) Zinc Sales– Average zinc sale prices rose from h) Sales of Mining Services– Sales of Mining Services US$ 814.47/MT in 2003, to US$ 1,026.01/ MT in 2004. to third parties realized by Buenaventura Ingenieros Total volume sold also experienced an upturn to S.A. (BISA) totaled S/.13’224,000 (S/.13’279,000 in 2,068 MT in 2004. The combined effect resulted in year 2003). higher revenue from sales of US$ 12’895,660 in 2. INCOME FROM ROYALTIES 2004. d) Lead Sales– Average lead sale prices increased from In 2004, royalties received from S.M.R.L Chaupiloma Dos US$ 532.04/MT in 2003 to US$ 908.79/MT in 2004. de Cajamarca (Chaupiloma) amounted to S/.128’889,000 The volume of lead sold also increased by 7,093 MT, compared with S/.116’857,000 received in 2003, which and proceeded mainly from Colquijirca mine. The represents an increment of 10.3%. This rise is explained 23 Antapite, Concentration plant by higher gold sale prices on Yanacocha‘s sales during S/.76’866,000 in 2004, due largely to a reduction in 2004. the provision for long-term compensation payments realized to company officers (See Note 28). 3. OPERATING COSTS c) Selling Expenses– This item experienced a a) Operating Costs– Operating Costs increased from downturn, contracting from S/.25’776,000 in 2003 to S/.302’572,000 in 2003 to S/.338’074,000 in 2004, S/.17’839,000 in 2004. This is explained by a reduction (representing an 11% increase) due to a greater in the freights and other service payments no longer volume of sales realized by Uchucchacua and required after switching production at Orcopampa Buenaventura’s subsidiary El Brocal. (See note 25). from concentrates to doré. (See Note 29). b) Exploration and Development Costs in Operational Sites– This increased significantly d) Royalties to the Peruvian State– This item from S/.85’715,000 in 2003 to S/.127’169,000 in 2004 corresponds to the provision of Mining Royalties due to stepped-up exploration activities in our created by Law 28258 enacted June 24, 2004 (See Uchucchacua and Ishihuinca mines (See Note 26) Note 19(d). c) Depreciation and Amortization– This reported a 5. OTHER INCOME (EXPENSES) rise from S/.49’118,000 in year 2003, to S/.59’473,000 in 2004, due mainly to the depreciation of the assets related to mine closure. a) Share in results of affiliate companies, net– This item registered S/.557’558,000 in 2003 4. OPERATING EXPENSES compare to S/.575’858,000 in 2004, and is primarily attributed to Yanacocha’s increased incomes. (See Note 12 (b)). a) Exploration Costs in Non– Operational Mining Sites– Expenses for this item rose from S/.59’255,000 in 2003 to S/.88’241,000 in 2004, and is explained b) Realized Income from Sale of Future Production– mainly by stepped-up exploration activities in the In 2004, this reported S/.68’837,000 after the Poracota project (S/.10’609,000 primarily for physical delivery of gold whose mark-to-market construction of the road to Orcopampa), the La Zanja value was provisioned against at the time of signing project (exploration increment of S/.5’832,000) and the the sales contract in December 2003 (See Note Pampa Andino project (S/.3’996,000), amongst others. 35(a)). (See note 27). c) Gains (Losses) from Changes in the Fair Value of b) General and Administrative Expenditures– This Derivative Financial Instruments– In 2004 the item decreased from S/.123’161,000 in 2003 to Company recognized revenues of S/.14’629,000 24 (Losses of S/.647’218,000 in 2003) due to lower price which resulted from the creation of a deferred asset variations compared with 2003. (Note 35(a)) by the sale of futures contracts in accordance with NIC 12 as is explained in detail in Note 30(b) of the d) Interest Income– This item grew by S/.4’347,000 as Consolidated Financial Statements as of December 31, a result of the increased market value of investment 2003. funds. 7. PROVISION (EXPENDITURE ) FOR INCOME TAX e) Realized Gain (Loss) in Derivative Instruments– The loss of S/.20’812,000 reported for 2003 escalated to a loss of S/.73’403,000 in 2004 due to This went from reporting Earnings of S/.198’286,000 in the difference between fixed prices and market 2003 to Expenditures of S/.101’997,000 in 2004, due prices upon maturity and liquidation in the referred primarily to the same reasons pointed out in the exercises (See Note 35(a)). preceding paragraph. 8. MINORITY INTEREST f) Gain (loss) from Exposure to Inflation– This item switched from revenues of S/.321,000 in 2003 to recording losses of S/.22’483,000 in year 2004. This This dropped from an Expenditure of S/.51’023,000 in was caused mainly by the exchange differences of 2003 to an Expenditure of S/.28’171,000 in 2004, S/. 12‘636,000 included in this caption. (See note attributed mainly to the reduced Net Income from 2(a)). Inversiones Colquijirca S.A. and Inversiones Mineras del Sur S.A. g) Interest Expenses– These reported a contraction 9. CUMMULATIVE EFFECT OF ACCOUNTING CHANGE FOR MINE CLOSING COSTS of S/.1’172,000 compare to year 2003, due to a reduction in interest rate charges applied to smaller bank loans and long-term debt, respectively. (See Notes 17, 20 and 30) As described in Note 3 of the Consolidated Financial 6. PROVISION (EXPENSE) FOR WORKERS’ PROFIT SHARING Statements as of December 31, 2003, effective January 1, 2003, the Company and Yanacocha realized accounting changes with respect to the provision for This item switched from revenues of S/.62’887,000 in mine closing costs applicable to their respective mining year 2003 to expenses of S/.18’356,000 in 2004 due to units. This provision amounted to S/.72’295,000, and the registration of an accounting income in 2003, affected the results of fiscal year 2003. 25 SUMMARY OF OPERATIONS 2004 TABLE Nº 1 DESCRIPTION HEAD ORE MILLED HEAD GRADES UNIT. Ag. Au Cu Pb. Zn. BULK CONCENTRATE (Ag-Pb-Cu-Au) GOLD SILVER CONCENTRATE LEAD-SILVER CONCENTRATE COPPER-SILVER CONCENTRATE COPPER CONCENTRATE ZINC CONCENTRATE OUNCES OF SILVER OUNCES OF GOLD COPPER METAL LEAD METAL ZINC METAL Ag RECOVERY Au RECOVERY Cu RECOVERY Zn RECOVERY CASH COST PER Oz.Ag. CASH COST PER Oz.Au. CASH COST PER MT Zn CASH COST PER MT Cu PROGRESS IN EXPLORATIONS PROGRESS IN MINING OPERATIONS DIAMOND DRILLING NEW RESERVES ORE MILLED 2003 DESCRIPTION HEAD ORE MILLED HEAD GRADES BULK CONCENTRATE (Ag-Pb-Cu-Au) GOLD-SILVER CONCENTRATE LEAD-SILVER CONCENTRATE COPPER-SILVER CONCENTRATE COPPER CONCENTRATE ZINC CONCENTRATE OUNCES OF SILVER OUNCES OF GOLD COPPER METAL LEAD METAL ZINC METAL Ag RECOVERY Au RECOVERY Cu RECOVERY Zn RECOVERY CASH COST PER Oz.Ag. CASH COST PER Oz.Au. CASH COST PER MT Zn CASH COST PER MT Cu PROGRESS IN EXPLORATIONS PROGRESS IN MINING OPERATIONS DIAMOND DRILLING NEW RESERVES ORE MILLED 2003 Ag. Au Cu Pb. Zn. ORCOPAMPA UCHUCCHACUA 431,242 0.34 0.513 795,036 16.79 JULCANI SHILA PAULA 58,900 18.50 0.002 0.17 1.68 1.48 41,151 17.50 0.380 16,831 4.83 0.645 2,355 549 1,030 1,777 1,019,743 59 587,181 14,086 73,594 10,387 81.3 90.0 89.0 94.8 165.92 314.08 DST Oz./DST Oz./DST % % % DST DST DST DST DST DST Oz. Oz. DST DST DST % % % % US $ US $ US $ US $ m m m DST DST 6,451 7,452 11,522 468,727 393,210 10,125 8,649 14,239 957,636 747,190 5,674 3,127 2,058 122,725 37,650 5,054 429 9,474 28,440 50,085 2,673 491 8,163 0 14,880 UNIT. ANTAPITE ISHIHUINCA EL BROCAL CERRO VERDE YANACOCHA DST Oz./DST Oz./DST % % % DST DST DST DST DST DST Oz. Oz. DST DST DST % % % % US $ US $ US $ US $ m m m DST DST 179,785 0.74 0.570 60,213 1,492,569 3.23 22,958,913 133,820,907 0.06 2.89 5.82 0.64 1.13 5,447 32,684 97,359 211,388 64.9 93.7 18,714 9,832,393 8,042 7,477 73.7 81.8 2.93 854 93.7 50.7 82.9 6.12 128.27 0.474 0.35 47,397 1,852 86,162 97,137 64.5 94.4 124,967 3,399,130 24,505 169 3,479,435 3,017,302 97,491 27,069 63,448 70.6 85.8 81.2 67.0 73.0 173.72 334.99 147.00 644.15 12,233 3,943 12,896 209,974 155,494 26 4,991 4,718 6,010 50,882 57,463 1,268 1,015,838 1,409,104 5,864 21,014,000 146,858,690 RESERVES AS OF DECEMBER 31, 2004 TABLE Nº 2 PROVEN AND PROBABLE RESERVES GOLD Orcopampa Shila Paula Antapite Ishihuinca Yanacocha Yanacocha (Minas Conga) Jatun Orcco BVN % Participation DST (000) Oz / DST Ounces (000) BVN Ounces (000) 100.00 100.00 100.00 78.04 78.04 43.65 43.65 100.00 1,081 14 74 478 66 734,978 371,112 24 0.614 0.344 0.507 0.412 0.439 0.032 0.023 0.460 664 5 38 197 29 23,547 8,711 11 664 5 38 154 23 10,278 3,802 11 1,107,826 0.030 33,201 14,974 BVN % Participation DST (000) Oz / DST Ounces (000) BVN Ounces (000) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 32.78 100.00 1,081 3,962 103 111 14 74 133 9,733 24 0.25 17.02 22.42 8.31 15.10 3.50 16.17 2.60 5.38 270 67,428 2,301 919 207 259 2,149 25,306 128 270 67,428 2,301 919 207 259 2,149 8,295 128 15,233 6.50 98,967 81,956 BVN % Participation DST (000) % Zn DST (000) BVN DST (000) 100.00 100.00 100.00 32.78 3,962 111 133 9,733 1.99 5.35 0.86 6.02 79 6 1 586 79 6 1 192 13,938 4.82 672 278 BVN % Participation DST (000) % Pb DST (000) BVN DST (000) 100.00 100.00 100.00 100.00 32.78 3,962 103 111 133 9,733 1.51 1.17 3.03 0.48 2.28 60 1 3 1 222 60 1 3 1 73 14,041 2.04 287 138 BVN % Participation DST (000) % Cu DST (000) BVN DST (000) 9.17 9.17 43.65 1,428,060 387,144 371,112 0.49 0.45 0.30 6,997 1,742 1,113 642 160 486 2,186,316 0.45 9,853 1,287 Total gold reserves SILVER Orcopampa Uchucchacua Julcani Recuperada Shila Paula Pozo Rico El Brocal Jatun Orcco Total silver reserves ZINC Uchucchacua Recuperada Pozo Rico El Brocal Total zinc reserves LEAD Uchucchacua Julcani Recuperada Pozo Rico El Brocal Total lead reserves COPPER Cerro Verde (Sulfides) Cerro Verde (Oxides) Yanacocha (Minas Conga) Total copper reserves 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$550/MT 27 RESERVES AS OF DECEMBER 31, 2003 TABLE Nº 3 PROVEN AND PROBABLE RESERVES GOLD Orcopampa Shila Paula Antapite Ishihuinca Yanacocha La Zanja (**) Jatun Orcco BVN % Participation DST (000) Oz / DST Ounces (000) BVN Ounces (000) 100.00 100.00 51.00 78.04 78.04 43.65 53.06 100.00 1,043 26 113 448 75 1,047,049 18,850 18 0.517 0.441 0.608 0.470 0.531 0.030 0.030 0.493 539 12 69 211 40 31,710 563 9 539 12 35 164 31 13,841 299 9 1,067,623 0.031 33,153 14,931 BVN % Participation DST (000) Oz / DST Ounces (000) BVN Ounces (000) 100.00 100.00 100.00 100.00 51.00 32.78 100.00 1,043 3,799 39 26 113 10,207 18 0.20 17.00 19.90 16.30 4.30 2.58 6.04 209 64,585 772 431 486 26,335 110 209 64,585 772 431 248 8,633 110 15,247 6.10 92,928 74,987 BVN % Participation DST (000) % Zn DST (000) BVN DST (000) 100.00 32.78 3,799 10,207 2.18 6.09 83 622 83 204 14,007 5.03 704 287 BVN % Participation DST (000) % Pb DST (000) BVN DST (000) 100.00 100.00 32.78 3,799 39 10,207 1.65 1.10 2.32 63 0 237 63 0 78 14,045 2.14 300 141 BVN % Participation DST (000) % Cu DST (000) BVN DST (000) 9.17 724,774 0.59 4,276 392 724,774 0.59 4,276 392 Total gold reserves SILVER Orcopampa Uchucchacua Julcani Shila Paula El Brocal Jatun Orcco Total silver reserves ZINC Uchucchacua El Brocal Total zinc reserves LEAD Uchucchacua Julcani El Brocal Total lead reserves COPPER Cerro Verde Total copper reserves (**) Reserves showing technical and economic variability; EIA still pending. Prices used to estimate reserves as of december 2003: gold US$ 325/oz, silver US$ 5.20/oz, zinc US$ 920/MT, copper US$ 0.91/Lb and lead US$ 600/MT. 28 ESTIMATES FOR NON-RESERVE MINERAL AS OF DECEMBER 31, 2004 TABLE Nº 4 GOLD ESTIMATES FOR NON-RESERVE MINERAL BVN % Participation DST (000) Oz / DST Ounces (000) BVN Ounces (000) 100.00 100.00 100.00 78.06 78.06 43.65 43.65 40.00 40.00 53.06 32.78 32.78 100.00 100.00 0.00 848 17 59 183 114 242,616 246,277 26,345 385,809 19,196 123,136 13,216 225 17 1,892 0.702 0.311 0.646 0.434 0.292 0.024 0.017 0.025 0.009 0.026 0.017 0.060 0.534 0.440 0.320 595 5 38 79 33 5,920 4,228 649 3,601 493 2,032 793 120 7 605 595 5 38 62 26 2,584 1,846 260 1,440 262 666 260 120 7 0 1,059,950 0.018 19,201 8,172 DST (000) Oz / DST Ounces (000) BVN Ounces (000) 848 1,056 98 144 17 59 76,898 123,136 86 26,345 19,196 225 17 0.30 16.10 20.66 7.10 11.20 5.60 0.42 0.67 13.04 0.26 0.16 15.78 19.17 254 17,008 2,035 1,020 189 331 32,297 82,501 1,127 6,833 3,138 3,543 333 254 17,008 2,035 1,020 189 331 10,587 27,044 1,127 2,733 1,665 3,543 333 248,126 0.61 150,609 67,869 DST (000) % Zn DST (000) BVN DST (000) 1,056 144 76,898 86 2.21 5.20 8.02 1.02 23 7 6,167 1 23 7 2,022 1 78,185 7.93 6,199 2,053 DST (000) % Pb DST (000) BVN DST (000) 1,056 98 144 86 76,898 1.94 1.33 2.60 0.59 2.27 20 1 4 1 1,746 20 1 4 1 572 78,283 2.26 1,772 598 BVN % Participation DST (000) % Cu DST (000) BVN DST (000) 32.78 40.00 43.65 123,136 385,809 246,277 1.85 0.85 0.27 2,278 3,279 665 747 1,312 290 755,222 0.82 6,222 2,349 Orcopampa Shila Paula Antapite Ishihuinca Yanacocha Yanacocha (Minas Conga) Tantahuatay - Oxides Tantahuatay - Sulfides La Zanja El Brocal (Marcapunta)-Sulfides El Brocal (Marcapunta)-Oxides Los Pircos Pampa Andino Poracota (1) Total gold resources SILVER BVN % Participation Orcopampa Uchucchacua Julcani Recuperada Shila Paula El Brocal (San Gregorio + Colquijirca) El Brocal (Marcapunta)-Sulfides Pozo Rico Tantahuatay - Oxides La Zanja Los Pircos Pampa Andino 100.00 100.00 100.00 100.00 100.00 100.00 32.78 32.78 100.00 40.00 53.06 100.00 100.00 Total silver resources ZINC BVN % Participation Uchucchacua Recuperada El Brocal (San Gregorio + Colquijirca) Pozo Rico 100.00 100.00 32.78 100.00 Total zinc resources LEAD BVN % Participation Uchucchacua Julcani Recuperada Pozo Rico El Brocal (San Gregorio + Colquijirca) 100.00 100.00 100.00 100.00 32.78 Total lead resources COPPER El Brocal (Marcapunta)-Sulfides Tantahuatay - Sulfides Yanacocha (Minas Conga) Total copper resources (1) Option Agreement to acquire 75% 29 SUMMARY OF OPERATIONS AND STATISTICAL DATA TABLE Nº 5 Content (000) BVN % Participation Orcopampa Uchucchacua Julcani Antapite Ishihuinca Shila Paula El Brocal Yanacocha Cerro Verde Ag Ounces Au Ounces 97 9,832 1,020 86 211 100.00 100.00 100.00 78.04 78.04 100.00 100.00 32.78 43.65 9.17 587 74 3,399 3,479 Zn Tons 8 1 7.5 Cu Tons 18,575 Cash cost US $ / MT Zn 97 9,832 1,020 67 211 27 587 74 1,114 1,519 63.4 3,017 3,375 36 Cash cost US $ / Oz. Ag 71 98 14,274 Zn Tons 8 1 7 0.13 9 21 1,317 1,643 18 28 9 Company workers Hired workers Total 128.27 371 421 93 188 89 71 83 274 2,313 774 593 323 862 400 160 274 456 3,326 1145 1014 416 1050 489 231 357 730 5,639 644.15 147.00 353,317 14,252,144 31,131 53,001 121 Cu Tons Cash cost US $ / Oz. Au 173.72 334.99 165.92 314.08 Average Net Prices of Sales 2003 2004 2003 323,801 11,105,174 24,038 50,933 243 373.78 6.51 908.79 1,026.01 2,869.90 364.88 4.91 532.04 814.37 1,763.41 Number of workers as of December 2004 Management 0 76 19 14 10 Pb Tons 9 2.93 6.12 2004 - Oz. - Oz. - MT. - MT. - MT. Au Ounces 0.2 Volume Sold Gold Silver Lead Zinc Copper Ag Ounces 97.5 Total contents Orcopampa Uchucchacua Julcani Antapite Ishihuinca Shila Paula El Brocal Yanacocha 0 97 25 14 10 Content BVN(000) Pb Tons Executives Empl. Mine Empl. Mine workers Total Julcani Recuperada Orcopampa Uchucchacua Lima 1 0 1 1 16 14 1 49 60 48 6 3 17 32 119 14 6 69 69 0 58 7 235 259 0 93 17 371 421 183 Total 19 172 177 158 559 1085 30 TABLE N°6 ADS PRICES MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER OPENING US$ S/. 28.87 98.10 23.20 81.20 25.00 86.75 29.15 100.86 21.65 75.35 23.60 82.13 22.17 76.93 21.77 74.68 22.80 76.61 23.70 79.16 24.70 82.01 23.70 78.21 CLOSING US$ S/. MAXIMUM US$ S/. MINIMUM US$ S/. 23.40 81.67 24.21 84.25 28.90 100.00 21.64 75.31 23.43 81.54 22.10 76.69 21.53 73.64 22.72 76.34 23.75 79.33 24.84 82.72 23.50 77.55 22.90 75.12 30.49 105.50 27.78 96.96 30.07 104.05 29.95 108.63 23.95 88.59 23.78 82.76 23.74 81.43 23.34 78.43 23.90 79.83 26.17 86.89 26.08 86.07 23.98 79.14 22.25 22.80 23.60 20.52 18.61 19.73 19.86 20.48 21.05 22.30 23.20 18.46 77.43 79.80 81.90 71.41 64.95 68.47 67.93 69.84 70.52 73.82 76.80 60.74 Buenaventura Common Shares (S/.) Mont January February March April May June July August September October November December Opening Closing Maximum Minimum Average 96.71 80.05 86.25 100.30 75.50 81.00 75.00 75.00 76.45 77.20 79.35 77.90 81.40 84.00 103.50 77.50 82.50 76.00 74.40 75.00 77.60 83.40 78.20 75.05 105.00 95.00 103.50 101.48 82.60 81.00 81.32 78.50 78.40 86.00 84.50 77.90 79.00 80.00 83.00 71.60 66.80 69.68 69.50 70.40 72.80 77.00 77.75 68.54 87.89 88.82 91.49 86.63 77.16 74.63 76.18 74.45 74.18 81.99 81.76 73.44 Buenaventura Investment Shares (S/.) Month January February March April May June July August September October November December Opening Closing Maximum Minimum Average 60.00 51.77 56.00 66.00 55.00 64.00 60.00 60.00 62.00 61.10 70.00 69.50 51.77 56.25 66.00 60.00 62.00 60.00 60.00 62.00 60.00 70.00 70.20 62.01 60.00 56.25 66.00 66.00 62.00 64.00 62.00 62.00 62.00 70.00 70.20 69.50 48.00 51.77 53.00 60.00 52.00 55.00 60.00 58.00 60.00 61.10 65.00 62.00 52.88 54.72 58.61 64.15 57.99 61.69 61.09 60.00 61.24 63.91 70.13 62.97 31 AVERAGE US$ S/. 25.77 25.31 26.02 24.96 21.41 21.40 21.81 21.92 22.39 24.50 24.53 22.09 89.68 88.34 90.29 86.37 74.51 74.26 75.03 74.31 75.23 81.34 81.20 72.46 Report of Independent Auditors To the Shareholders of Compañía de Minas Buenaventura S.A.A. 1. We have audited the accompanying consolidated balance sheets of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries (together, the Company) as of December 31, 2003 and 2004, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the years ended December 31, 2002, 2003 and 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Minera Yanacocha S.R.L. (an equity accounted affiliated entity in which the Company has an 43.65 percent interest) as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004. Those statements have been audited by others auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Minera Yanacocha S.R.L., is based solely on the reports of the others auditors. In the consolidated financial statements of the Company, as derived from the financial statements of Minera Yanacocha S.R.L., the Company´s investment and share in the net income in this entity amount to approximately S/1,101.0 million and S/1,152.2 million at December 31, 2003 and 2004, and S/361.5 million, S/515.7 million and S/583.3 million for the years ended December 31, 2002, 2003 and 2004, respectively. 2. We conducted our audits in accordance with auditing standards generally accepted in Peru. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the independent auditors of Minera Yanacocha S.R.L. provide a reasonable basis for our opinion. 3. In our opinion, based on our audits and the report of the auditors of Minera Yanacocha S.R.L., the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Compañía de Minas Buenaventura S.A.A. and subsidiaries as of December 31, 2003 and 2004, and the consolidated results of their operations and their cash flows for the years ended December 31, 2002, 2003 and 2004, in conformity with accounting principles generally accepted in Peru. 4. Effective January 1, 2003, the Company adopted the IAS 39, Financial Instruments - Recognition and Measurement, and together with its affiliate Minera Yanacocha S.R.L., modified its accounting policy to record its long-lived assets retirement obligations, see notes 2 and 3 to the consolidated financial statements. Countersigned by: Víctor Burga C.P.C. Register No.14859 Lima, Peru February 18, 2005 CONSOLIDATED BALANCE SHEETS COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2003 and 2004 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 current assets Long - term accounts receivable Prepaid tax and expenses Investments in shares Property, plant and equipment, net Development costs, net Deferred stripping costs Mining concessions and goodwill, net Deferred income tax and workers’ profit sharing asset, net Total assets Liabilities and shareholders’ equity, net 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 current liabilities Other long-term liabilities Derivative instruments Long-term debt Deferred income from sale of future production Total liabilities Minority interest Shareholders’ equity, net Capital stock, net of treasury shares by S/49,659,000 in 2003 and 2004 Investment shares, net of treasury shares by S/66,000 in 2003 and 2004 Additional capital Legal reserve Retained earnings Cumulative translation loss Cumulative unrealized gain on investments in shares carried at fair value Cumulative unrealized loss on derivative instruments Deferred income from sale of future production of subsidiary Total shareholders’ equity, net Total liabilities and shareholders’ equity, net The accompanying notes are an integral part of these consolidated balance sheets. 33 6 7 8 9 38 10 11 2003 2004 2004 (Note 4) S/. 398,551 54,881 74,266 23,471 37,698 77,232 45,544 711,643 5,008 7,552 1,443,035 408,132 123,821 56,056 168,130 297,441 3,220,818 S/. 614,862 86,971 97,061 12,248 46,078 69,353 40,471 967,044 4,574 14,059 1,531,347 452,214 143,258 56,056 157,544 245,299 3,571,395 US$ 187,287 26,491 29,565 3,731 14,035 21,125 12,327 294,561 1,393 4,282 466,447 137,745 43,636 17,075 47,988 74,718 1,087,845 21 23,461 52,699 86,125 99,893 70,453 68,841 401,472 76,853 307,826 45,468 641,122 1,472,741 48,428 13,150 61,188 142,696 70,927 36,332 74,937 399,230 74,030 267,852 15,031 568,772 1,324,915 66,347 4,005 18,638 43,465 21,604 11,067 22,826 121,605 22,550 81,588 4,578 173,248 403,569 20,209 22 596,755 596,755 181,771 1,683 610,659 99,286 217,874 (29,395) 209,130 (6,343) 1,699,649 3,220,818 1,683 610,659 129,276 734,070 (148,513) 256,331 (128) 2,180,133 3,571,395 513 186,006 39,378 223,597 (45,237) 78,078 (39) 664,067 1,087,845 9 11 12 13 14 15 16 32 17 18 19 35 20 35 19 35 20 35 CONSOLIDATED STATEMENTS OF INCOME COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) Operating revenues Net sales Royalties income Total revenues Costs of operation Operating costs Exploration and development costs in operational mining sites Depreciation and amortization Total costs of operation Gross margin Operating expenses Exploration costs in non-operational mining sites General and administrative Royalties to third parties Selling Royalties to the Peruvian Government Asset impairment loss and write-off Total operating expenses Operating income Other income (expenses) Share in affiliated companies Realized income from sale of future production Gain (loss) from change in the fair value of derivative instruments Interest income Realized gain (loss) in derivative instruments Gain (loss) from exposure to inflation Amortization of mining concessions and goodwill Interest expense Loss from sale of subsidiary’s shares Other, net Total other income (expenses), net Income before workers’ profit sharing, income tax, minority interest and cumulative effect of accounting change Provision for workers’ profit sharing Provision for income tax Income before minority interest and cumulative effect of accounting change Minority interest Income before cumulative effect of accounting change Cumulative effect of accounting change for mine closing costs Net income Basic and diluted earnings per share before cumulative effect of accounting change, stated in Peruvian nuevos soles and U.S. dollars Cumulative effect of accounting change for mine closing costs Basic and diluted earnings per share, stated in nuevos soles and U.S. dollars Weighted average number of shares outstanding Note 2002 2003 2004 2004 (Note 4) 24 38 S/. 575,707 82,350 658,057 S/. 735,306 116,857 852,163 S/. 908,441 128,889 1,037,330 US$ 276,711 39,260 315,971 25 26 13(c) 273,686 77,660 43,195 394,541 263,516 302,572 85,715 49,118 437,405 414,758 338,074 127,169 59,473 524,716 512,614 102,977 38,736 18,115 159,828 156,143 27 28 37(b) 29 19(d) 40,309 79,298 14,681 24,314 1,634 160,236 103,280 59,255 123,161 25,142 25,776 4,691 238,025 176,733 88,241 76,866 24,918 17,839 6,639 2,889 217,392 295,222 26,878 23,413 7,590 5,435 2,022 880 66,218 89,925 12(b) 35 353,963 - 557,558 - 575,858 68,837 175,406 20,968 35 30 35 2(a) 16 30 9,215 44,760 (3,312) (17,441) (16,702) (7,069) 2,954 366,368 (647,218) 7,785 (20,812) 321 (15,578) (8,687) (12,804) (139,435) 14,629 12,132 (73,403) (22,483) (15,598) (7,515) (13,505) 538,952 4,456 3,694 (22,359) (6,849) (4,749) (2,289) (4,114) 164,164 32(a) 32(a) 469,648 (1,613) (26,859) 37,298 62,887 198,286 834,174 (18,356) (101,997) 254,089 (5,591) (31,068) 21 441,176 (25,461) 298,471 (51,023) 713,821 (28,171) 217,430 (8,581) 415,715 247,448 685,650 208,849 415,715 (72,295) 175,153 685,650 208,849 3.27 1.95 5.39 1.64 - (0.57) - - 3.27 127,236,219 1.38 127,236,219 5.39 127,236,219 1.64 127,236,219 31 3 33 33 The accompanying notes are an integral part of these consolidated statements. 34 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2002, 2003 and 2004 Capital stock, net of treasury shares Number (Stated in thousands of Peruvian of Common Investment Additional Legal Nuevos Soles and U.S. dollars) shares shares shares Capital reserve Balance as of January 1st, 126,235,832 S/.181,777 S/.533 S/.552,019 S/.39,563 2002 Declared and paid dividends, note 22(f) Capitalization of retained earnings, notes 22(a) and 22(b) - 448,520 1,216 Transfer to legal reserve - 41,974 Gain from sale of ADR’s, note 22(e) 644,000 925 24,267 Purchase of Investment shares - (14) (146) Cumulative gain for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 22(g) Increase of nominal value of treasury shares maintained by subsidiary - (34,467) (52) 34,519 Net income Balance as of December 31, 126,879,832 596,755 1,683 610,659 81,537 2002 Declared and paid dividends, note 22(f) Investments in shares maintained at fair value, note 2(f) Loss in the initial valuation of investments in shares maintained at fair value, note 2(s) Gain in the initial valuation of derivative instruments classified as hedging instruments held by subsidiary, note 2(s) Loss from change in the fair value of derivative instruments classified as hedging instruments held by subsidiary, note 35(a) Transfer to legal reserve - 17,749 Cumulative loss for translation of investment in Minera Yanacocha S.R.L., mantained through Compañía Minera Condesa S.A., note 22(g) Net income Balance as of December 31, 126,879,832 596,755 1,683 610,659 99,286 2003 Declared and paid dividends, note 22(f) Investments in shares maintained at fair value, note 2(f) Change in the fair value of derivative instruments classified as hedging instruments held by subsidiary, note 35(a) Transfer due to change in the terms of certain derivative contracts of a subsidiary Realized revenue from sale of future production of subsidiary Transfer to legal reserve - 29,990 Others Cumulative loss for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 22(g) Net income Balance as of December 31, 126,879,832 596,755 1,683 610,659 129,276 2004 The accompanying notes are an integral part of these consolidated statements. 35 Cumulative unrealized loss on derivative instruments Retained earnings Cumulative Cumulative unrealized gain translation on investments in shares carried gain at fair value (loss) S/.835,067 S/. 6,315 S/. - S/. - (75,292) - - - - (75,292) (449,736) (41,974) - - - - - 25,192 (160) - 1,054 - - - 1,054 415,715 - - - - 415,715 683,780 7,369 - - - 1,981,783 (159,164) - - - - (159,164) (5,957) - 209,130 - - 203,173 (458,189) - - - - (458,189) - - - 1,742 - 1,742 (17,749) - - (8,085) - - (8,085) - 175,153 (36,764) - - - - (36,764) 175,153 217,874 (29,395) 209,130 (6,343) - 1,699,649 (139,464) - - - - (139,464) - - 47,201 - - 47,201 - - - 4,621 - 4,621 - - - 1,722 (1,722) - (29,990) - - - - 682 912 682 912 - (119,118) 685,650 - - - - (119,118) 685,650 734,070 (148,513) 256,331 - (128) 2,180,133 Deferred income from sale of future production of subsidiary Total S/. - S/. 1,615,274 CONSOLIDATED STATEMENTS OF CASH FLOWS COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2002, 2003 and 2004 2002 (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) 2003 2004 2004 (Note 4) Operating activities Collection from customers Collection of dividends Collection of royalties Collection of interest Payments to suppliers and third parties Payments of exploration expenditures Payments to employees Payments of income tax Payments of royalties Payments of interest Net cash provided by operating activities S/. 566,562 83,098 80,560 9,243 (289,828) (98,612) (102,048) (30,872) (13,337) (14,457) S/. 733,646 482,025 112,354 8,827 (347,109) (128,684) (101,629) (38,509) (25,976) (8,686) S/. 885,646 419,782 120,136 11,909 (388,709) (172,215) (119,594) (44,478) (27,248) (5,170) US$ 269,767 127,865 36,593 3,627 (118,401) (52,457) (36,428) (13,547) (8,299) (1,574) 190,309 686,259 680,059 207,146 Investing activities Purchase of property, plant and equipment Collections (payments) from derivative instruments settled, net Development expenditures Increase of investment fund Decrease on time deposit in local currency Payments by purchase of investments in shares Proceeds from sale of plant and equipment Proceeds from sale of investments in shares (66,508) (67,814) (96,507) (29,396) 44,760 (23,998) (11,927) 1,008 4,323 (20,812) (38,504) (53,068) (4,663) 2,464 3,059 (73,403) (38,611) (34,735) (24,255) (8,084) 1,595 330 (22,359) (11,761) (10,580) (7,388) (2,463) 486 101 Net cash used in investing activities (52,342) (179,338) (273,670) (83,360) Financing activities Payments of dividends, note 22(f) Decrease of bank loans, net Proceeds from long-term debt Payments of long-term debt Proceeds from sale of ADR (72,265) (74,218) (12,125) 25,192 (159,164) (22,921) (22,213) - (139,464) (10,311) 12,147 (76,705) - (42,481) (3,141) 3,700 (23,364) - (133,416) (204,298) (214,333) (65,286) Net increase in cash and cash equivalents during the year Cash and cash equivalents at beginning of year 4,551 91,377 302,623 95,928 192,056 398,551 58,500 121,398 Cash and cash equivalents at year-end 95,928 398,551 590,607 179,898 Net cash used in financing activities 36 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES For the years ended December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) 2002 2003 2004 2004 (Note 4) Reconciliation of net income to net cash provided by operating activities Net income Add (deduct) Current income tax and workers’ profit sharing expenses Depreciation and amortization Provision for deferred income tax and workers’ profit sharing, see note 32 (a) Amortization of development costs Minority interest Loss (gain) from exposure to inflation Amortization of mining concessions and goodwill Accretion expense Asset impairment loss and write-off Officers’ compensation, note 19 Allowance for doubtful accounts Net cost of retired plant and equipment Share in affiliated companies, net of dividends Income from sale of future production Loss (gain) from change in the fair value of derivative instruments Gain from change in the fair value of investment fund Gain on sale of plant and equipment Loss (gain) on sale of shares Cumulative effect of accounting change Write-off development costs Loss from sale of subsidiary’s shares Net changes in assets and liabilities accounts Decrease (increase) of operating assets Trade and other accounts receivable Deferred stripping costs Prepaid taxes and expenses Inventories Increase (decrease) of operating liabilities Trade accounts payable and other current liabilities S/. 415,715 S/. 175,153 S/. 685,650 US$ 208,849 45,424 52,240 82,513 60,877 25,133 18,543 3,552 14,985 25,461 3,312 17,441 1,634 6,744 329 8,502 (270,865) - (301,980) 16,445 51,023 (321) 15,578 4,724 4,691 49,594 5,952 6,490 (75,533) - 37,840 33,265 28,171 22,483 15,598 7,056 2,889 2,135 1,146 754 (160,947) (68,837) 11,526 10,132 8,581 6,848 4,749 2,149 880 650 349 230 (49,024) (20,968) (898) 1,412 7,069 647,218 (1,813) (2,133) (267) 72,295 7,742 - (14,629) (5,022) (157) (51) - (4,456) (1,530) (48) (16) - (73,849) (12,500) 1,645 641 (16,019) (14,329) (6,432) 558 (22,259) (48,952) 5,097 (6,779) (14,910) 1,553 (5,445) (4,617) 15,439 4,705 190,309 686,259 680,059 207,146 Transactions that do not affect cash flows: Payment of dividends through common shares of Sociedad Minera El Brocal S.A.A., note 22(f) 3,028 Increase of the book value of long-lived assets - 8,658 24,842 7,567 Net cash provided by operating activities The accompanying notes are an integral part of these consolidated statements. 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 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»), an entity in which the Company owns 43.65 percent of outstanding stock through Compañía Minera Condesa S.A. (hereafter «Condesa»), 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 Huachocolpa mines, respectively, and only continue to carry out exploration activities. Mineral found in Julcani during exploration activities is treated and sold. As of December 31, 2003 and 2004, the number of employees at Buenaventura and its subsidiaries (together «the Company»), is as follows: Officers Employees Workers 2003 2004 56 907 1,133 2,096 78 868 1,038 1,984 Buenaventura’s legal address is Avenida Carlos Villaran 790, Santa Catalina, Lima, Peru. The 2004 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 2005. Consolidated financial statements as of December 31, 2003 were approved in the Shareholders’ meeting held on March 26, 2004. The consolidated financial statements include the financial statements of the following subsidiaries: Ownership percentages as of December 31, 2003 Subsidiaries Direct % Buenaventura Ingenieros S.A. 2004 Indirect Direct Indirect % % Business Activities % 100.00 - 100.00 - Provides advisory and engineering services related to the mining industry. Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN 44.83 55.17 44.83 Compañía Minera Condesa S.A. 99.99 - 99.99 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. Also, it is engaged in the extraction, concentration and commercialization of gold bars and concentrates. - Holds investments in Buenaventura,Yanacocha and other affiliated companies engaged in mining activities. 38 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 Compañía Minera Colquirrumi S.A. (i) 73.63 - 90.00 - Extraction, concentration and commercialization of polymetallic ores, principally zinc and lead. Currently is also engaged in electric power sales. Consorcio Energético de Huancavelica S.A. Contacto Corredores de Seguros S.A. 99.99 - 0.01 99.99 99.99 - Inversiones Colquijirca S.A. 59.90 - 59.90 Inversiones Mineras del Sur S.A. 78.04 - 78.04 100.00 - 51.00 100.00 - 20.00 60.00 40.00 20.00 - - 53.06 0.01 Transmission of electric power to mining companies. 99.99 Placement of insurance contracts and provision of administrative and technical services in insurance matters. - Extraction, concentration and commercialization of polymetallic ores, principally zinc and lead, through its subsidiary Sociedad Minera El Brocal S.A.A. - Extraction, concentration and commercialization of gold bars and concentrates. - Treatment of minerals and concentrates. - Extraction, concentration and commercialization gold bars. 60.00 Owner of mining rights. 40.00 Owner of the mining concessions explored and exploited by Yanacocha. - Prospection, exploration and exploitation of mineral rights. Currently is engaged in exploration activities. Metalúrgica Los Volcanes S.A. Minera Paula 49 S.A.C. (ii) Minas Conga S.R.L. S.M.R.L. Chaupiloma Dos de Cajamarca Minera La Zanja S.R.L. (i) The Shareholders’ Meeting of Compañía Minera Colquirrumi held on April 20, 2004 approved to capitalize the debts with its shareholders, with the purpose of reducing its capital stock, off setting its accumulated losses, and creating Serie A and Serie B shares. As a result, the Company owns the 99.99% of Serie A shares of Compañía Minera Colquirrumi, which represents an equity investment of 90% (73.63% as of December 31, 2003). (ii) Effective October 22, 2004, Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. – CEDIMIN acquired 100% of the capital stock of Inversiones Mineras Aureas S.A.C., which owned 49% of Minera Paula 49 S.A.C. The Shareholders’ Meetings of CEDIMIN, Inversiones Mineras Aureas S.A.C. and Minera Paula 49 S.A.C. held in 2004, approved the merger of these companies. Effective December 31, 2004, Inversiones Mineras Aureas S.A.C. and Minera Paula 49 S.A.C. were merged by CEDIMIN. The merger was recorded under the purchase method. The fair values of the assets and liabilities of the merged companies were not significantly different from their book values at the date of the merger. 2. Significant accounting principles and practices The consolidated financial statements are prepared based on legal regulations and following 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) Restatement of Financial Statements by Inflation The consolidated financial statements are restated to reflect the effect of the changes in the acquisition power of the Peruvian currency, in accordance with the methodology approved by the Peruvian Accounting Standards Board. This methodology requires 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 are not restated because they are stated in currency of acquisition power at the balance sheet dates. The results from exposure to inflation are separately presented in the statements of income and mainly include the exchange difference loss originated by the foreign currency-denominated items. In years 2002, 2003 and 2004, the exchange difference losses were S/6,246,000, S/472,000 and S/12,636,000, respectively. 39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 The variations of the acquisition power of the Peruvian currency, according to the Wholesale Price Indexes, were 1.7%, 2% and 4.9% for 2002, 2003 and 2004, respectively. Through Resolution No. 031-2004-EF/93.01, the Peruvian Accounting Standards Board suspended, effective year 2005, the restatement of the financial statements to recognize the inflation effect. The restated balances as of December 31, 2004 will be considered as initial balances as of January 1, 2005. Effective 2005, the tax authorities have adopted this accounting treatment for calculating the income tax. (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 during the reporting periods. Actual results could differ from those estimates. (c) Principles of consolidation The consolidated financial statements include the accounts of Buenaventura and the accounts of those subsidiaries in which possesses 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 balances and cash equivalents 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 Until December 31, 2002, investments in which the Company’s interest is lower than 20 percent 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 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 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 whose measurement and reporting currency is the U.S. dollar. The translation of the financial statements of Yanacocha 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 recognized in the balance sheet as a mining concession 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 shares, and amortizes this amount using the units-of-production method based on proven and probable reserves, see Note 12(g). 40 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (g) Property, plant and equipment 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 following estimated useful lives: Years Buildings, constructions and other Machinery and equipment Transportation units Furniture and fixures 10 and 20 5 and 10 5 8 and 10 Mineral rights are amortized using the units-of-production method. 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) Joint venture agreements The Company has entered into joint venture agreements with other mining companies for the purpose of exploring potential mining sites. The associated exploration costs are recognized using the pro-rata share method and are charged to expense when incurred. (j) Mining concessions and goodwill 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), Consorcio Energético de Huancavelica S.A. (Conenhua) and Minera Paula 49 S.A.C. (Paula). The mining concession balances corresponding to Colquijirca, El Brocal and Paula are amortized using the units-of-production method, while the balances corresponding to Cedimin and Conenhua are amortized using the straight-line method over a period of 15 and 10 years, respectively. 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 and the goodwill are impaired, the Company provides for the impairment loss in the consolidated statements of income. (k) 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 tonnes, 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. 41 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (l) 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. (m) Accrual for mine closing costs See note 3(a) for further information about the accounting change. (n) Deferred stripping costs The subsidiary El Brocal has deferred certain costs incurred in the expansion of Tajo Norte mining site (the expected life of Tajo Norte is 8 years) with the intent to reasonably match revenues and production costs. Those costs are commonly referred as «deferred stripping costs» and are incurred in mining activities that are associated with the removal of waste rock. The deferred accounting stripping method used by El Brocal is generally accepted in the mining industry where mining operations have diverse grades and waste-to-ore ratios; however, some mining companies expense waste removal costs as incurred. If El Brocal were to expense stripping costs as incurred, there could be greater volatility in the period-to-period results of operations. In order to calculate the amount of deferred stripping cost to record as normal period expense, Management obtains a coefficient by dividing the estimated tons of waste material to move by the estimated tons of mineral to be extracted during the useful life of the related area. This coefficient is estimated to be 8.69 MT of waste material requiring to be moved to obtain 1 MT of extracted mineral (8.18 MT of waste material requiring to be moved to obtain 1 MT of extracted mineral as of December 31, 2003). As of December 31, 2004, the actual coefficient was 8.94 (11.13 as of December 31, 2003). Costs related to additional quantities of waste that must be moved to obtain 1 MT of mineral are deferred when the actual waste material extracted is higher than the estimate; likewise, these costs are amortized when actual waste mineral extraction is lower than the estimate. The amortization of the deferred stripping costs will be reflected in the consolidated statements of income over the life of the Tajo Norte area, based on proven and probable reserves, so that no unamortized balance remains at mine closure (there were no amortization expenses in prior years and in the current year). Management expects to begin the amortization of the deferred stripping costs in 2006. (o) 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. (p) 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, see Note 5, and are presented in the caption «gain (loss) from exposure to inflation». (q) 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. Should a deferred asset arise, it is not recognized unless it is more likely than not that it will be recoverable. 42 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (r) 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. The loss contingencies with probability of resulting in a real loss can be classified as follow: - Probable: a contingency that generates an actual obligation and therefore, must be accrued. - Possible: a contingency whose result is uncertain due to its current status and therefore, must not be accrued but disclosed. - Remote: a contingency with a reduced probability of occurrence and therefore, must not be accrued or disclosed. 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. (s) 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 we describe 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 tonnes of minerals, see note 35. (t) Treasury shares The Company has common and investment shares under treasury. The nominal values of these shares, restated by inflation, are presented net of the capital stock and investment shares amounts. The difference between the nominal values restated by inflation and the cost of such shares is presented as a reduction in the additional capital caption of the consolidated statements of changes in shareholders’ equity. The effect of the dividends income arising from the treasury shares held by a subsidiary are eliminated in the consolidated financial statements. (u) 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. (v) Comparative financial statements Figures presented in the consolidated financial statements as of December 31, 2002 and 2003 have been inflation adjusted to reflect the change in the National Wholesale Price index (IPM) at December 31, 2004, using an inflation factor of 1.049. 43 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (w) New accounting pronouncements As of today, the International Accounting Standards Board (IASB) has completed its review process of International Financial Reporting Standards (IFRS), and has issued new accounting standards. These standards are internationally in force effective January 1, 2005; however, they are pending of approval by the Peruvian Accounting Standards Board. The Company is in process of evaluating the impact of the adoption of the revised IAS and the new IFRS issued. Following we present a summary of the main changes: (i) Improvement project of the IASB As part of this Project, 15 IAS were reviewed with the objective of reducing or eliminating alternative treatments, redundancies and conflicts within the standards, as well as to get the US GAAP convergence and to carry out other improvements. This project modified the following IAS: - IAS 1 (revised in 2003): it modifies the presentation of the minority interest and other disclosures. IAS 8, 10, 16, 17, 27, 28, 31, 32, 33 and 40 (revised in 2003) and IAS 39 (revised in 2004): these IAS do not contain changes that could significantly affect the consolidated financial statements or the accounting policies of the Company. - IAS 21 (revised in 2003): it incorporates guides and requisites to determine the functional currency of the entities. - IAS 24 (revised in 2003): it will affect the identification of the related parties and some other disclosures with related parties. (ii) As part of the revision of the standard of business combinations, the IASB issued IFRS 3, Business Combinations. Additionally, it reviewed IAS 36, Impairment of Long-Lived Assets and IAS 38, Intangible Assets. (iii) New International Financial Reporting Standards: IFRS 2 – Share-based payments IFRS 3 – Business Combinations This IFRS replaces IAS 22, Business Combinations, and the related interpretations (SIC 9, 22 and 28). According the provisions of IFRS 3: - Goodwill is not subject to amortization beginning January 1, 2005; - Accumulated amortization as of December 31, 2004 will be eliminated by reducing the corresponding cost; - Effective January 1, 2006, goodwill is subject to an annual impairment test. IFRS 4 - Insurance contracts IFRS 5 - Non-current assets held for sale and discontinued operations IFRS 6 - Exploration and Evaluation of Mineral Resources 3. Change in an accounting principle 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: 44 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (a) 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 long-lived 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 accounting change for mine closing costs» in the consolidated statements of income. (b) Until December 31, 2002, the affiliated Yanacocha used to accrue the mine closure 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 accounting change for mine closing costs». (c) The condensed consolidated statements of income for the year 2002 that would had result if the Company would had given retroactive effect to the accounting change follows: 2002 (Stated in thousands of Peruvian Nuevos Soles ) Operating revenues Net sales Royalties income Total revenues Costs of operation Operating costs Exploration and development costs in operational mining sites Depreciation Total cost of operation Gross margin Total operating expenses Operating income Other income (expenses) Share in affiliated companies Accretion expense Other Total other income, net Income before workers’ profit sharing, income tax and minority interest Provision for workers’ profit sharing Provision for income tax Income before minority interest Minority interest Net income Basic and diluted earnings per share 45 S/. 575,707 82,350 658,057 273,786 78,661 43,510 395,957 262,100 160,236 101,864 334,654 (4,017) 12,405 343,042 444,906 (1,476) (26,383) 417,047 (24,976) 392,071 3.08 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 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, 2004 (S/3.283 to US$1), as published by the Superintendencia de Banca y Seguros (Superintendent of Bank and Insurance, or «SBS»). The convenience translation should not be construed as a representation that the Peruvian Nuevos Soles amounts have been, could have been or could be converted into U.S. dollars at the foregoing or any other rate of exchange. 5. Foreign currency transactions Translations to foreign currency are completed using exchange rates prevailing in the market. As of December 31, 2004, the average exchange rate in the market for U.S. dollar transactions was S/3.280 for buying and S/3.283 for selling (S/3.461 for buying and S/3.464 for selling as of December 31, 2003). As of December 31, 2003 and 2004, the Company had the following assets and liabilities denominated in foreign currency: 2003 (Stated in thousands of U.S. dollars) Assets Cash and cash equivalents Investment funds Trade and other accounts receivable (including current portion) Account receivable from affiliates Liabilities Bank loans Trade accounts payable Derivative instruments Other current liabilities Long-term debt (including current portion) Net asset (liability) position 2004 US$ 88,723 15,116 23,485 10,117 137,441 US$ 161,786 26,515 30,699 13,923 232,923 6,443 7,038 112,203 1,271 35,322 162,277 (24,836) 3,900 12,703 103,192 5,516 15,807 141,118 91,805 The translation of foreign currency assets and liabilities in 2004 resulted in a net loss of S/12,636,000 (S/472,000 in 2003). These amounts are included in the consolidated statements of income as «gain (loss) from exposure to inflation.» 6. Cash and cash equivalents (a) This item is made up as follows: (Stated in thousands of Nuevos Soles) 2003 Cash Demand deposit accounts Saving accounts Time deposits In local currency In foreign currency (b) Cash balances included in the Consolidated Statements of Cash Flows Time deposits in local currency with an original maturity of more than 90 days (c) 2004 S/. 2,105 16,731 559 S/. 2,893 108,102 - 73,052 306,104 398,551 479,612 590,607 398,551 24,255 614,862 (b) As of December 31, 2004, the Company maintained principally the following time deposits in foreign currency: - US$60,000,000 with annual interest rates ranging from 1.98% to 2.67%, and maturities from 18 to 30 days. US$86,000,000 with annual interest rates ranging from 1.96% to 2.15% and current maturities. (c) As of December 31, 2004, it corresponds to a time deposit in Peruvian currency for S/24,255,000, at an interest rate of 5.7 percent, with maturities from 448 to 630 days. With the purpose of hedging the foreign currency exchange risk associated to such, the Company entered into a foreign currency forward contract for US$7,414,000 at an exchange rate of S/3.574 for each U.S. dollar, and stated maturities similar to the time deposits, see note 35. 46 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 7. Investment funds (a) This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) 2003 Variable-investsment fund Investment fund in process of liquidation (b) S/. 54,881 54,881 2004 S/. 52,155 34,816 86,971 As of December 31, 2003 and 2004, this caption includes variable investment funds under the administration of Compass Group S.A., which are carried at fair value. The change in the fair value of the investment funds held during 2004 was S/5,022,000 (S/ 1,813,000 during 2003) and has been accounted for as a financial income in the consolidated statements of income, see note 30. (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: 2003 (Stated in thousands of Peruvian Nuevos Soles) BHL Perú SAC. Consorcio Minero S.A. Mitsui & Co. Precious Metals Johnson Matthey Doe Run Perú S.R.L. A y S S.A. Refinería de Cajamarquilla S.A. Other S/. 3,379 44,249 13,059 3,998 1,774 7,807 74,266 2004 S/. 18,209 17,411 16,334 16,292 13,092 8,479 2,479 4,765 97,061 Trade accounts receivable are denominated in U.S. dollars, have current maturity, do not earn interest and do not have specific guarantees. In order to facilitate the collection of the long-term debt maintained with Banco de Crédito del Perú and BBVA Banco Continental, El Brocal has gave up to these entities the cash inflows from two clients. 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: 2003 (Stated in thousands of Peruvian Nuevos Soles) Other accounts receivable Claims to Tax Authorities (b) Advances to suppliers and third parties Loans to employees Interest receivable Account receivable from BHL - Perú S.A.C., related to sale of Minera Huallanca S.A.C.’s shares Advances given to a contractor (GyM S.A.) Accounts receivable from Compañía Minera El Palomo S.A. Allowance for doubtful accounts (c) Non current portion Current portion 2004 S/. 8,573 4,048 14,844 1,712 1,246 S/. 12,287 4,048 3,305 1,896 1,769 2,265 1,800 8,366 42,854 (14,375) 28,479 (5,008) 23,471 23,305 (6,483) 16,822 (4,574) 12,248 (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. 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (c) Movement of the allowance for doubtful accounts is shown bellow: 2002 2003 2004 S/. 10,916 329 (179) 11,066 S/. 11,066 5,952 298 (2,941) 14,375 S/. 14,375 1,146 (672) (8,366) 6,483 (Stated in thousands of Peruvian Nuevos Soles) Beginning balance Accrual for the year, note 28 Result from exposure to inflation Write-off Ending balance 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: 2003 (Stated in thousands of Peruvian Nuevos Soles) Spare parts and supplies Products in process Finished products 2004 S/. 50,303 6,968 26,579 83,850 (6,618) 77,232 Slow moving and obsolescence supplies reserves (b) S/. 54,311 17,574 6,975 78,860 (9,507) 69,353 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. The inventories to be shipped by El Brocal guarantee certain loans maintained by this subsidiary, see note 17. (b) The reserve for supplies had the following movements during 2002, 2003 and 2004: (Stated in thousands of Peruvian Nuevos Soles) Beginning balance Accrual for the year Write - off Ending balance 2002 2003 S/. 6,081 204 6,285 S/. 6,285 624 (291) 6,618 2004 S/. 6,618 2,889 9,507 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. 11. Prepaid taxes and expenses (a) This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) 2003 Value added tax credit Income tax credit Additional income tax prepayment Pre-paid insurance Others S/. Current portion Non current portion (b) 17,276 28,988 3,790 3,042 53,096 (45,544) 7,552 2004 S/. 21,772 14,497 11,451 2,812 3,998 54,530 (40,471) 14,059 (b) As of December 31, 2004, 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. 48 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 12. Investments in shares (a) This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) Equity ownership 2003 2004 Investments carried at fair value Sociedad Minera Cerro Verde S.A. (d) Ferrovías Central Andino S.A. Others 9.17 % 10.00 9.17 % 10.00 43.65 43.65 Equity method investments (c) Minera Yanacocha S.R.L. (f) Equity share Mining concession, net (g) Amount 2003 2004 S/. 223,399 2,207 2,233 227,839 S/. 270,600 2,207 925 273,732 1,101,045 113,850 1,214,895 301 1,215,196 1,443,035 1,152,188 103,866 1,256,054 1,561 1,257,615 1,531,347 Others (b) The detail of share in affiliated companies is: (Stated in thousands of Peruvian Nuevos Soles) Minera Yanacocha S.R.L. Others 2002 S/. 353,873 90 353,963 2003 S/. 558,103 (545) 557,558 2004 S/. 575,188 670 575,858 (c) The amount of equity participation in affiliates are determined from audited financial statements of each affiliate as of December 31, 2003 and 2004. Sociedad Minera Cerro Verde S.A. (d) In 2004, the Company recorded a credit of S/47,201,000 in a separate equity account to carry the investment in Sociedad Minera Cerro Verde S.A. to its fair value as of December 31, 2004 (credit of S/209,130,000 as of December 31, 2003). In addition, in 2003, the Company charged S/5,957,000 to retained earnings, corresponding to the initial adoption of the accounting policy, as further explained in note 2(f). (e) In 2004, the Company received cash dividends from Sociedad Minera Cerro Verde S.A. for S/4,871,000, see note 31. Minera Yanacocha S.R.L. (f) The movement of the equity investment in Yanacocha is as follows: 2002 (Stated in thousands of Peruvian Nuevos Soles) Yanacocha’s equity at beginning of year S/. 1,914,543 Participation percentage 43.65% Company’s participation in Yanacocha’s equity as of January 1st , 835,698 Elimination of intercompany gains (*) (13,170) Balance of investment at beginning of year 822,528 Participation in Yanacocha’s income 361,546 Participation in the cumulative effect of change in accounting principle Dividends received , note 12(h) (83,070) Realization of intercompany gains (*) 1,040 Cumulative translation gain (loss) 1,054 Balance at year-end 1,103,098 2003 S/. 2,554,932 43.65% 1,115,228 (12,130) 1,103,098 567,282 (51,584) (482,025) 1,038 (36,764) 1,101,045 2004 S/. 2,547,851 43.65% 1,112,137 (11,092) 1,101,045 583,268 (414,911) 1,904 (119,118) 1,152,188 (*) 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. 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 The participation in Yanacocha’s income in the years 2002, 2003 and 2004 is mainly originated by higher sales (quantity and quotation), offset by increases of cash cost per ounce sold, as shown below: (Stated in thousands of U.S. dollars) Years Sales Average Quantity of Cash costs per quotation ounces saled ounce sold 2002 US$ 714,813 US$ 311 2.29 US$ 134 2003 1,036,370 363 2.86 129 2004 1,249,882 411 3.04 147 (g) The movement of the amount paid over book value of Yanacocha’s shares (mining concession), is as follows: 2003 (Stated in thousands of Peruvian Nuevos Soles) Balance at beginning of year 2004 S/. 124,067 S/. 113,850 Amortization (10,217) (9,984) Balance at year-end 113,850 103,866 (h) Yanacocha represents the most significant investment. The Company’s share of Yanacocha earnings was significant as compared to Buenaventura’s net income in 2002, 2003 and 2004. Presented below is selected information about Yanacocha: 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. Summary financial information based on the Yanacocha financial statements 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 Yanacocha balance sheet data as of December 31, 2003 and 2004 (includes 100 percent of Yanacocha’s operations): 2003 (Stated in thousands of U.S. dollars) Total assets 2004 US$ 1,146,041 US$ 1,207,748 Total liabilities 445,171 396,574 Shareholders’equity 700,870 811,174 Summary data from the Yanacocha statements of income for the years ended 2002, 2003 and 2004 (includes 100 percent of Yanacocha’s operations): 2002 (Stated in thousands of U.S. dollars) Total revenues Operating income 2003 2004 US$ 713,398 US$ 1,036,370 US$ 1,249,882 270,006 475,508 571,867 197,922 352,765 390,304 - (32,353) - 197,922 320,412 390,304 Income before cumulative effect of change in accounting principle Cumulative effect of change in accounting principle Net income Dividends paid by Yanacocha Cash dividends paid by Yanacocha to Condesa were S/83,070,000 in 2002, S/482,025,000 in 2003 and S/414,911,000 in 2004. Legal proceedings See note 37(c). 50 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 13. Property, plant and equipment, net (a) The 2004 movement within the cost and accumulated depreciation accounts is shown below: (Stated in thousands of Peruvian Nuevos Soles) Cost Land Mineral rights Buildings, constructions and other Machinery and equipment Transportation units Furniture and fixtures Work in progress (d) Mine closure costs, notes 3 and 19 (c) Beginning balance Additions Retirements Sales Transfers Ending balance S/. 6,237 22,741 387,970 546,155 29,812 16,655 26,033 6,954 1,042,557 S/. 413 722 2,960 24,626 356 210 67,220 10,688 107,195 S/. (14) (886) (82) (4) (986) S/. (888) (13,622) (2,115) (287) (16,912) S/. 259 5,886 28,836 1,802 376 (37,159) - S/. 6,909 23,463 395,914 585,109 29,773 16,950 56,094 17,642 1,131,854 Accumulated depreciation and amortization Mineral rights 8,776 Buildings, constructions and other 192,127 Machinery and equipment 399,913 Transportation units 20,469 Furniture and fixtures 9,406 Mine closure costs, notes 3 and 19 (c) 3,734 634,425 2,045 15,764 34,244 2,392 883 5,593 60,921 (164) (68) (232) (382) (12,974) (1,831) (287) (15,474) - 10,821 207,509 421,019 20,962 10,002 9,327 679,640 Net cost 408,132 452,214 (b) Fully depreciated assets as of December 31, 2003 and 2004 amount to S/336,849,000 and S/405,937,000, respectively. (c) The distribution of annual depreciation and amortization was as follow: 2002 (Stated in thousands of Peruvian Nuevos Soles) Inventories Operating costs Exploration costs in non-operative mining areas Other, net, (note 31) S/. 1,884 43,195 2,229 47,308 2003 2004 S/. 817 49,118 479 2,643 53,057 S/. 44 59,473 1,404 60,921 (d) Work in progress mainly corresponds to the construction of Tailing Dam No 4 in the Orcopampa mining unit. (e) El Brocal has pledged property, plant and equipment for approximately US$5,822,000, as a guarantee of the long-term debt with Banco de Crédito del Perú and BBVA Banco Continental, see note 20. 14. Development costs, net (a) Movements of the cost and accumulated amortization follow: (Stated in thousands of Peruvian Nuevos Soles) Cost Uchucchacua Orcopampa Antapite Ishihuinca Mine closing costs, notes 3 and 19 (c) Balance as of January 1st, 2004 S/. 91,528 28,831 56,812 16,624 7,784 201,579 51 Additions S/. 3,293 31,850 3,468 14,154 52,765 Balance as of December 31, 2004 S/. 94,821 60,681 60,280 16,624 21,938 254,344 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles) Accumulated amortization of: Uchucchacua Orcopampa Antapite Ishihuinca Mine closure costs, notes 3 and 19 (c) Net cost Balance as of January 1st, 2004 Balance as of December 31, 2004 Additions S/. 37,095 10,297 12,390 14,956 3,020 77,758 123,821 S/. 8,599 8,261 5,108 513 10,847 33,328 S/. 45,694 18,558 17,498 15,469 13,867 111,086 143,258 (b) The annual amortization was distributed as follows: 2002 (Stated in thousands of Peruvian Nuevos Soles) Exploration and development costs in operational mining sites, note 26 Exploration costs in non-operational mining areas Operating costs Inventories 2003 S/. 14,985 994 15,979 2004 S/. 15,806 639 238 16,683 S/. 30,854 2,145 266 63 33,328 15. Deferred stripping costs The movements of deferred stripping costs during the years ended December 31, 2003 and 2004 were as follows: (Stated in thousands of Peruvian Nuevos Soles) 2003 Beginning balance Additions Ending balance S/. 41,727 14,329 56,056 2004 S/. 56,056 56,056 16. Mining concessions and goodwill, net (a) Movements of cost and accumulated amortization accounts were as follows: Balance as of January 1, (Stated in thousands of peruvian nuevos soles) 2004 Additions Cost Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C.- CEDIMIN S/. 175,837 S/. Inversiones Colquijirca S.A. 42,476 Consorcio Energético de Huancavelica S.A. 9,113 Sociedad Minera El Brocal S.A.A. 5,549 Minera Paula 49 S.A.C. 5,393 232,975 5,393 Accumulated amortization Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. – CEDIMIN 43,261 10,859 Inversiones Colquijirca S.A. 18,149 3,212 Consorcio Energético de Huancavelica S.A. 1,920 994 Sociedad Minera El Brocal S.A.A. 1,515 533 64,845 15,598 Net cost 168,130 Balance as of December 31, Retirements de 2004 S/. (381) (381) S/. 175,456 42,476 9,113 5,549 5,393 237,987 - 54,120 21,361 2,914 2,048 80,443 157,544 (b) Management estimates that the amortization expense for each of the next five years will be approximately S/15 million. 52 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 17. Bank loans Bank loans, contracted in U.S. dollars, consist of: (Stated in thousands of Peruvian Nuevos Soles) Sociedad Minera El Brocal S.A.A. Banco Interamericano de Finanzas – BIF Banco de Crédito del Perú Banco Internacional del Perú - Interbank Inversiones Mineras del Sur S.A. Banco de Crédito del Perú Other subsidiaries Annual interest rate 4.45% (3.72% as of December 31, 2003) Between 3.69% and 3.81% Between 3.71% and 4.48% 2.66% 2003 2004 S/. 1,635 5,959 4,905 S/. 3,283 - 10,539 423 23,461 9,521 346 13,150 As of December 31, 2003 and 2004, this caption is mainly conformed by pre and post-export loans obtained from various domestic banks. The loans obtained by El Brocal are guaranteed by the related shipments of concentrate inventories, and have current maturities. The loan obtained by Inminsur does not have specific guarantees. The weighted average annual interest rates on bank loans were 4.24 percent and 3.37 percent during 2003 and 2004, respectively. The weighted average annual interest rate was 9.33 percent at December 31, 2003 and 3.12 percent at December 31, 2004. 18. Trade accounts payable This item is made up as follows: 2003 (Stated in thousands of Peruvian Nuevos Soles) Local suppliers Foreign suppliers S/. 49,957 2,742 52,699 2004 S/. 49,767 11,421 61,188 Trade accounts payable are mainly originated by the acquisition of materials and supplies. These obligations are stated in local and foreign currency, have current maturities and do not accrue interest. No guarantees have been granted. 19. Other current liabilities (a) This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) 2003 Accrual for mine closing costs (c) Stock appreciation rights (b) Income tax payable Other taxes payable Remuneration and similar benefits payable Accounts payable to a joint venture partner Workers’ profit sharing payable Royalties payable to the Peruvian Government Accrual for labor contingencies Royalties payable to third parties, note 37(b) Accrual for exchange difference loss related to a forward contract, note 35 (b) Dividends payable Other liabilities, each individually less than S/1,500,000 Long - term portion Stock appreciation rights Accrual for mine closing Others Current portion 53 2004 S/. 51,202 57,463 28,500 3,865 5,507 4,620 S/. 67,521 47,047 25,143 20,072 7,202 9,435 11,738 6,639 3,140 2,513 773 1,838 9,210 162,978 2,182 1,467 12,627 216,726 (48,151) (28,702) (76,853) (32,444) (39,881) (1,705) (74,030) 86,125 142,696 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (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 2004 2005 2006 2007 2008 2009 There after 94,900 150,300 192,700 217,100 190,900 193,000 388,600 1,427,500 In 2004, the Company recorded an expense amounting to S/2,135,000 in connection with this program (S/6,744,000 and S/49,594,000 in 2002 and 2003, 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, 2003 (Stated in thousands of Peruvian Nuevos Soles) Disbursements Cumulative effect of accounting change Accretion expense, note 31 Loss from exposure to inflation Balance as of December 31, 2003 Disbursements Provision Accretion expense, note 31 Gain from exposure to inflation Balance as of December 31, 2004 S/. 7,453 (3,637) 40,679 4,724 1,983 51,202 (5,691) 21,019 7,056 (6,065) 67,521 The accrual for mine closing costs is based on studies completed by independent parties, in accordance with current environmental protection regulations, see note 37 (a). (d) Royalties payable to Peruvian Government In June 24, 2004, the Peruvian Congress approved Law 28258 - Mining Royalties Law. This law established a mining royalty that owners of mining concessions should pay for the exploitation of metallic and non-metallic resources. The mining royalties will be calculated with rates ranging from 1% to 3% over the mineral concentrates value or equivalent, according to the quoted market price published by the Ministry of Energy and Mines. The corresponding ruling was approved on November 15, 2004. Royalties amounted to S/6,639,000 in 2004 and would be paid in a five-months period, beginning on February 28, 2005. To the date of this report, the National Society for Mining, Oil&Gas and Energy filed before the Peruvian Constitutional Court an unconstitutionality appeal against the Law of Mining Royalties. The Company has accounted for an accrual for this royalty; however, in January 2005, it has filed a Recourse Action against this law. The corresponding precautionary actions, which permit to suspend the application of this law until the Peruvian Constitutional Court resolve this matter, are in process. 54 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 20. Long-term debt (a) Long-term debt, denominated in U.S. dollars, were as follows: (Stated in thousands of Peruvian Nuevos Soles) Inversiones Mineras del Sur S.A. Banco de Crédito del Perú Consorcio Energético de Huancavelica S.A. BBVA Banco Continental Sociedad Minera El Brocal S.A.A. (c) BBVA Banco Continental Banco de Crédito del Perú Teck Cominco Metals Ltd. Banco de Crédito Leasing Other Guarantee Annual interest rate Final maturity Guaranteed by Buenaventura 4.5% September 2005 Guaranteed by Buenaventura Three - month Libor plus 1.2% (3.76% as of December 31, 2004) Pledge over machinery and equipment for US$1,000,000; and cash flows from collections of a client. Pledge over machinery and equipment for US$5,822,000; and cash flows from collections of two clients No specific guarantees Leased property 2003 2004 S/. 72,675 S/. 22,981 April 2005 19,319 4,323 Three - month Libor plus 2.35% (4.91% as of December 31, 2004) November 2009 - 12,147 Three - month Libor plus 3.75% (6.31% as of December 31, 2004) September 2006 18,320 10,533 Three - month Libor plus 6% (7.16% as of December 31, 2003) 5.00% December 2006 June 2007 5,494 - 113 115,921 (70,453) 45,468 1,037 342 51,363 (36,332) 15,031 Current Portion Long-term portion (b) The long-term debt maturity schedule as of December 31, 2004 is as follows: Year ended December 31, (Stated in thousands of Peruvian Nuevos Soles) Amount 2006 2007 2008 2009 S/. 7,524 2,651 2,428 2,428 15,031 (c) The financing agreements of El Brocal include certain provisions that require compliance with certain financial indicators. Except for the maximum leverage ratio required by BBVA Banco Continental, El Brocal has complied with those indicators as of December 31, 2003 and 2004. This non-fulfillment will be informed to BBVA and, in management’s opinion, it will have no effect on the current conditions of the borrowing, considering that the leverage ratio must not exceed 1.0 and the actual leverage ratio is 1.04 as of December 31, 2004. In addition, this ratio considers S/13 million of a deferred income tax and workers’ profit sharing liability, which does not require an immediate cash outflow. (d) The debt that Brocal maintained with Teck Cominco Limited was paid with funds arising from the long term debt obtained from BBVA Banco Continental. (e) The weighted average annual interest rates of the long - term debt were 4.81 percent and 4.92 percent during 2003 and 2004, respectively. 21. Minority interest The minority interest liability shown in the consolidated balance sheets consists of: 2003 Inversiones Colquijirca S.A. S.M.R.L. Chaupiloma Dos de Cajamarca Inversiones Mineras del Sur S.A. Minera La Zanja S.R.L. Other S/. 27,762 14,227 8,722 (2,283) 48,428 55 2004 S/. 50,337 15,655 14,165 (13,111) (699) 66,347 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 Minority interest income (expense) is presented in the consolidated statements of income and consists of: (Stated in thousands of Peruvian Nuevos Soles) Inversiones Colquijirca S.A. S.M.R.L. Chaupiloma Dos de Cajamarca Inversiones Mineras del Sur S.A. Other 2002 S/. (1,884) (23,121) (1,719) 1,263 (25,461) 2003 S/. (10,439) (33,175) (7,905) 496 (51,023) 2004 S/. 13,974 (34,951) (5,444) (1,750) (28,171) 22. 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. 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/197,894,000 to S/646,414,000, in constant values as of December 31, 2004) 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/448,520,000 in constant values as of December 31, 2004), 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. As a consequence, since May 3, 2002, the Company’s capital stock is comprised of 137,444,962 common shares with a nominal value of S/4 each. In October 28, 2003, the Board of Directors decided to modify the ADR’s program with the Bank of New York. Effective November 12, 2003, each ADR corresponds to one common share; formerly, each ADR corresponded to two common shares. As explained in note 2(t), the nominal value of treasury shares adjusted by inflation is presented net of the capital stock. The detail of the capital stock as of December 31, 2004 follows: (Stated in thousands of Peruvian Nuevos Soles) Common shares Treasury shares Number of shares 137,444,962 (10,565,130) 126,879,832 Nominal value S/. 549,780 (42,261) 507,519 Result from exposure to inflation S/. 96,634 (7,398) 89,236 Capital stock S/. 646,414 (49,659) 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. (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. 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/533,000 to S/1,749,000, in constant values of December 31, 2004), by increasing the nominal value of investment shares from S/1 to S/4, concurrent with the capitalization of a portion of retained earnings equal to S/1,116,960 (S/1,216,000 in constant value as of December 31, 2004). As a consequence, effective May 3, 2002, there are 372,320 investment shares with a nominal value of S/4 each. As explained in note 2(t), the nominal value of investment shares held in treasury adjusted by inflation is presented net of the investment shares. The detail of the investment shares as of December 31, 2004 follows: 56 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles) Number of shares Nominal value 372,320 (15,933) 356,387 S/. 1,489 (63) 1,426 Investment shares Investment shares held in treasury Result from exposure to inflation S/. 260 (3) 257 Investment shares S/. 1,749 (66) 1,683 As a result of the restatement of the 2004 financial statements for inflation at December 31, 2004, the Company is permitted to issue additional investment 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, 2004: - 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/33,538,000. (d) Legal reserve According to the Ley General de Sociedades (General Corporations Law), applicable to individual and unconsolidated financial statements, 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(t), the values of treasury shares are presented net of the capital stock, investment shares and additional capital accounts. In the first quarter of 2002, Condesa sold to third parties an additional 322,000 ADR (equivalent to 644,000 common shares) for approximately S/25,192,000, which is presented in the consolidated statements of changes in shareholders’ equity. (f) Declared and paid dividends The information about declared and paid dividends in the years 2002, 2003 y 2004 is as follows: Meeting/Board Date Declared dividends Dividends per share Dividendos 2002 Mandatory Annual Shareholders’ meeting Board of Directors Board of Directors March 26, 2002 October 22, 2002 October 22, 2002 S/. 31,637,000 46,891,000 3,028,000 81,556,000 S/. 0.23 0.34 (*) Dividends 2003 Mandatory Annual Shareholders’ meeting Board of Directors Board of Directors March 31, 2003 July 31, 2003 October 28, 2003 44,198,000 80,280,000 47,771,000 172,249,000 0.32 0.58 0.35 Dividends 2004 Mandatory Annual Shareholders’ meeting Board of Directors March 26, 2004 October 28, 2004 77,823,000 73,208,000 0.56 0.53 151,031,000 (*) Equivalent to S/2.19 per common share of El Brocal. During 2002, 2003 and 2004, the dividends paid to the subsidiary Condesa for Buenaventura’s shares amount to S/6,264,000, S/13,085,000 y S/11,567,000, respectively. These amounts are presented net of declared and paid dividends in the consolidated statements of shareholders’ equity. (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 from U.S. dollars to Peruvian Nuevos Soles. These exchange differences will be presented in equity until the related investment is disposed of. 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 23. Taxation (a) Buenaventura and their subsidiaries are subject to Peruvian tax law. As of December 31, 2004, the statutory income tax rate in Peru is 30 percent (27 percent until December 31, 2003), including the gain (loss) from exposure to inflation. Non - domiciled companies in Peru and individuals must pay an additional tax of 4.1 percent over received dividends. Effective January 1, 2005, the following tax modifications are in force: - It has been established a Temporary Tax on Net Assets, which will be in force until December 31, 2006. This tax can be used as credit against the income tax prepayments. - For income tax purposes, especially for calculating the income tax, the financial statements shall not be adjusted for inflation. (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: Entity Years open to review by tax authorities Buenaventura 2001, 2002, 2003 and 2004 Buenaventura Ingenieros S.A. Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN 2000, 2001, 2003 and 2004 2000, 2001, 2003 and 2004 Compañía Minera Condesa S.A. 2002, 2003 and 2004 Compañía Minera Colquirrumi S.A. Consorcio Energético de Huancavelica S.A. 2000, 2001, 2002, 2003 and 2004 2000, 2001, 2002, 2003 and 2004 Contacto Corredores de Seguros S.A. Sociedad Minera El Brocal S.A.A. 2000, 2001, 2002, 2003 and 2004 2000, 2001, 2002, 2003 and 2004 Inversiones Mineras del Sur S.A. 2000, 2002, 2003 and 2004 Metalúrgica Los Volcanes S.A. Minera Paula 49 S.A.C. 2000, 2001, 2002, 2003 and 2004 2000, 2001, 2002, 2003 and 2004 Minas Conga S.R.L. 2000, 2001, 2002, 2003 and 2004 S.M.R.L. Chaupiloma Dos de Cajamarca 2002, 2003 and 2004 The income tax of Buenaventura for 2000 was reviewed by the Tax Administration. As a consequence, Buenaventura received an assessment that modifies the tax loss carryforward. 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. 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 the opinion of Management, there are no issues that may result in significant tax contingencies for the Company and any additional tax assessment would not be significant to the consolidated financial statements as of December 31, 2004. (c) With the purpose of determining the income tax and the value added tax, the transfer price 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 believe that the new regulations will not result in significant contingencies for the Company as of December 31, 2004 and 2003. Effective January, 2004 the Company is obliged to file an annual informative declaration of these transactions. 58 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (d) During the year 2000, Yanacocha was notified with tax assessments of US$24.4 million in connection with the income tax and value added tax - VAT for years 1998 and 1999, as well as for VAT of January and February 2000. 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. Although Yanacocha filed for the SEAP, it still has a lawsuit outstanding before the Supreme Court of Justice for US$3.1 million. In the opinion of Yanacocha’s Management and its legal advisors, there are no issues that may result in significant tax contingencies. 24. Net sales 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: 2002 (Stated in thousands of Peruvian Nuevos Soles) Perú North America Europe Asia Oceania 2003 2004 S/. 327,768 38,202 175,916 20,976 5,260 568,122 S/. 383,180 28,793 289,597 26,065 2,266 729,901 S/. 437,411 50,736 424,614 15,838 928,599 7,585 575,707 5,405 735,306 (20,158) 908,441 Income (expense) from hedging transactions, note 35(a) In 2004, the Company’s three largest customers accounted for 20%, 16% and 13%, respectively, of total sales (35%, 28% and 11% of total sales in 2003). As of December 31, 2004, 48% of the trade accounts receivable are related to these customers (77% 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, 2011. 25. Operating costs This item is made up as follows: 2002 (Stated in thousands of Peruvian Nuevos Soles) Contractors Supplies Personnel expenses Other S/. 89,354 69,769 60,297 54,266 273,686 2003 S/. 115,313 74,359 67,134 45,766 302,572 2004 S/. 122,803 84,327 82,893 48,051 338,074 26. Exploration and development costs in operational mining sites A continuación se presenta la composición del rubro: (Stated in thousands of Peruvian Nuevos Soles) Exploration expenses Uchucchacua Orcopampa Antapite Ishihuinca Shila Julcani Paula Other Amortization of development costs, note 14(b) 2002 S/. 21,402 17,493 9,589 2,420 4,970 2,690 2,241 1,870 62,675 14,985 77,660 59 2003 S/. 22,926 21,883 12,967 4,129 5,034 1,627 1,301 42 69,909 15,806 85,715 2004 S/. 38,111 22,628 13,817 6,843 4,708 4,191 3,446 2,571 96,315 30,854 127,169 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 27. Exploration costs in non-operational mining sites This item is made up as follows: 2002 (Stated in thousands of Peruvian Nuevos Soles) In areas external to the mining sites Join ventures In mining sites Huachocolpa Julcani Paula Antapite 2003 2004 S/. 29,893 S/. 45,797 S/. 81,812 5,153 1,732 1,889 8,774 1,642 40,309 1,948 4,295 2,876 9,119 4,339 59,255 4,507 4,507 1,922 88,241 2002 2003 2004 Studies and project expenses 28. General and administrative expenses This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) Personnel expenses Professional fees Board members’ remuneration Insurance Officers’ compensation, note 19(b) Supplies Accrual for doubtful receivables, note 9(c) Rentals Maintenance Other expenses S/. 35,023 14,907 3,056 1,576 6,744 1,554 329 883 793 14,433 79,298 S/. 29,493 16,673 3,859 1,730 49,594 943 5,952 989 750 13,178 123,161 S/. 31,802 18,569 4,655 2,164 2,135 1,649 1,146 890 668 13,188 76,866 29. Selling expenses This item is made up as follows: 2002 (Stated in thousands of Peruvian Nuevos Soles) Freight Sundry services Others S/. 16,714 5,516 2,084 24,314 2003 S/. 18,425 6,231 1,120 25,776 2004 S/. 12,913 3,412 1,514 17,839 30. Interest 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 the investment fund Interest on loans Interest expense Interest on loans Others 2002 2003 2004 S/. 9,070 145 9,215 S/. 5,639 1,813 333 7,785 S/. 5,726 5,022 1,384 12,132 (15,473) (1,229) (16,702) (7,361) (1,326) (8,687) (4,609) (2,906) (7,515) 60 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 31. Other, net This item is made up as follows: (Stated in thousands of Peruvian Nuevos Soles) Other revenues Dividends received from Cerro Verde Gain from sale of supplies Gain from insurance recoverability Gain on sale of property, plant and equipment Other Other expenses Accretion expense, notes 3 and 19 (c) Labor contingencies Additional taxes Depreciation, note 13 (c) Project for social development in the department of Huancavelica Loss from sale of supplies to third parties, net Administrative penalties Employee termination bonuses Accrual for impairment loss on investments Other Net 2002 2003 2004 S/. 3,079 1,732 6,276 11,087 S/. 2,871 1,175 2,989 7,035 S/. 4,871 273 259 287 5,690 1,540 - 4,724 1,246 2,643 7,056 3,199 2,232 1,404 808 1,537 1,513 2,735 8,133 2,954 1,313 1,657 1,046 874 6,336 19,839 (12,804) 925 805 817 2,757 19,195 (13,505) 32. Income tax and workers’ profit sharing (a) The income tax and workers’ sharing expense (benefit) amounts shown in the consolidated statements of income are made up as follows: (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 Minera Shila S.A.C. Other 2002 2003 2004 S/. 21,528 - S/. 30,683 6,543 - S/. 37,509 12,642 10,345 8,368 2,126 2,321 323 24,172 1,283 38,509 1,051 620 72,661 2,669 18 2,687 26,859 (228,834) (4,916) (2,798) (247) (236,795) (198,286) 21,582 7,370 384 29,336 101,997 Deferred Buenaventura Inversiones Colquijirca S.A. Inversiones Mineras del Sur S.A. Minera Shila S.A.C. Other Total 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles) Expense (benefit) for workers’s profit sharing (i) Current 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 Minera Shila S.A.C. Otros 2002 Deferred Buenaventura Inversiones Colquijirca S.A. Inversiones Mineras del Sur S.A. Minera Shila S.A.C. Other Total 2003 2004 S/. - S/. 2,111 - S/. 3,664 2,998 2,426 373 748 748 187 2,298 305 86 9,852 859 6 865 1,613 (62,896) (1,425) (811) (53) (65,185) (62,887) 6,256 2,136 112 8,504 18,356 (i) In accordance with Peruvian legislation, mining companies that have more than 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 and Compañía Minera Condesa S.A. have less than 20 employees. (b) As explained in note 2(q), 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 (Stated in thousands of Peruvian Nuevos Soles) Balance as of January 1st, 2004 Deferred asset Deferred income from sale of future production S/. 252,746 Accrual for mining closing 14,808 Officers’ compensation 17,142 Exploration expenses 11,046 Impairment of property, plant and equipment 6,281 Unrealized gain with affiliates Tax loss carryforward 30,056 Slow moving and obsolescence supplies reserve 4,089 Royalties payable to the Peruvian government Allowance for doubtful accounts receivable 1,845 Accrual for labor contingencies Other 3,214 346,064 Less – Allowance for deferred asset recoverability (20,358) Deferred asset 325,706 Deferred liability Deferred stripping costs (19,956) Other (8,309) Deferred liability (28,265) Deferred asset, net 297,441 Income tax Deferred income tax and workers’ profit sharing Result from exposure to inflation Balance as of December 31, 2004 S/. (18,149) 2,873 (3,428) 582 S/. (5,253) 830 (994) 169 S/. (11,766) (842) (798) (285) S/. 217,578 17,669 11,922 11,512 (116) (34) (291) 5,840 (18,927) (5,925) (1,237) 3,967 (692) (201) (105) 3,091 1,927 21 1,199 325 (34,737) 559 6 348 93 (10,504) (86) (90) (15,724) 2,486 1,786 1,547 3,542 285,099 4,641 (30,096) 1,783 (8,721) 1,195 (14,529) (12,739) 272,360 760 760 (29,336) 217 217 (8,504) 227 227 (14,302) (19,956) (7,105) (27,061) 245,299 62 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 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 (recorded at fair value): under any circumstance - dividend distribution or sale of the investment - the reversal of the basis difference will not be taxable. As mentioned before, dividends distributions are income tax exempt. On the other hand, 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. - 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, with any tax effect. (c) During 2002, 2003 and 2004 the Company recorded expenses (income) tax and workers’ profit sharing due to: 2002 2003 S/. 469,648 S/. 37,298 S/. 834,174 32.84% 32.84% 35.60% 154,232 12,249 296,966 (Stated in thousands of Peruvian Nuevos Soles) Income before income tax and workers’ profit sharing Effective combined rate 2004 Expected income tax and workers’ profit sharing according effective combined rate Permanent differences: Share in affiliated companies (i) (116,242) (183,102) (205,005) Effect of fair value of derivative instruments (ii) - 66,250 (5,208) Realized loss in derivative instruments (ii) - 6,835 26,131 turned into normal sales contracts (iii) - (94,794) - Change in valuation allowance - (53,944) - Effect on fair value derivative instruments (iv) (6,145) (21,978) - Other permanent items (3,373) 7,311 7,469 (125,760) (273,422) (176,613) 28,472 (261,173) 120,353 Effect of fair value of derivative contracts 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, the Company modified certain conditions of its 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 on the loss recorded in retained earnings has been recorded as a benefit of the year because the change of status of a permanent, to a temporary item occurred in December 2003. (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. 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 33. Basic and diluted earnings per share The computation of the basic and diluted earnings per share for the years ended December 31, 2002, 2003 and 2004 is presented below: (Stated in Peruvian Nuevos Soles) For the year ended December 31, 2002 Net income Shares Earnings (numerator) (denominator) per share Basic and diluted income per share before the cumulative effect of accounting change S/. 415,715,000 127,236,219 Cumulative effect of accounting change for mining closing costs 127,236,219 Basic and diluted net income per share 415,715,000 127,236,219 For the year ended December 31, 2003 Net income Shares Earningsper (numerator) (denominator) share S/. 3.27 S/. 247,448,000 127,236,219 - (72,295,000) For the year ended December 31,2004 Net income Shares Earnings (numerator) (denominator) per share S/. 1.95 S/. 685,650,000 127,236,219 S/. 5.39 127,236,219 (0.57) - 127,236,219 - 3.27 175,153,000 127,236,219 1.38 685,650,000 127,236,219 5.39 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, 2002, 2003 and 2004 was determined as follows: Common shares Investment shares Less – Treasury shares 2002 2003 2004 137,444,962 372,320 137,817,282 (10,581,063) 127,236,219 137,444,962 372,320 137,817,282 (10,581,063) 127,236,219 137,444,962 372,320 137,817,282 (10,581,063) 127,236,219 34. Disclosure about information by segments International Accounting Standard (IAS) 14, revised, 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. Management bases their decisions on and evaluates business development in terms of the mining segments’ performance. The electric, mining consulting and insurance segments are not significant and, therefore, are not considered in the making of decisions or in the evaluation of business development. Management therefore considers that the Company’s only reportable segment is mining. 35. Derivative financial instruments (a) Risk of metal price fluctuations 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. In addition, the subsidiary El Brocal maintains contracts of derivative instruments that qualify as cash flows hedges. The table below presents a summary of the commodity derivative contracts outstanding as of December 31, 2004: Metal Quantity (ounces) Minimal Gold Silver 52,500 (i) 500,000 (ii) Price range Maximum (US$/Oz) 849,000 3,200,000 343 to 366.7 5.84 to 6.16 Period January 2005 - July 2011 January 2005 - 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 and 2004, 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. 64 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 - In 2004, Buenaventura recognized a gain of S/14,629,000 (a loss of S/647,218,000 in 2003) due to the changes in the fair value occurred during this period, which is separately presented 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, 2004, El Brocal does not have derivative contracts to offset the risk of metal price fluctuations. - In 2004, Buenaventura recognized expenses of S/36,566,000 (income of S/44,760,000 and expenses of S/20,812,000, in 2002 and 2003, respectively), in connection with derivative operations settled during this period. In addition, Buenaventura recognized expenses of S/36,837,000 for the reduction of the Company’s hedge book exposure in 120,000 ounces of gold during the first quarter of 2004. These amounts are presented in the caption «realized loss on derivative instruments» of the Consolidated Statements of Income. In addition, the liability presented in the consolidated balance sheets for S/70,927,000 and S/267,852,000 as current and noncurrent portions, respectively, corresponds to the fair value of derivative instruments of Buenaventura as of December 31, 2004 (S/ 99,893,000 and S/307,826,000 as current and non-current portions, respectively, as of December 31, 2003). Normal sale contracts of gold, zinc and silver Effective December 30 and 31, 2003, Buenaventura modified the terms of certain derivative instruments contracts in order to qualify them as normal sale contracts. The fair value of these contracts at the date prior to the modification of terms amounted to S/709,963,000 and was presented as «deferred revenue from sale of future production» in the Consolidated Balance Sheet as of December 31, 2003. Since this date, such amount will be credited to income as delivery of the committed ounces of gold occurs. In 2004, Buenaventura delivered 198,000 ounces of gold as part of the sale contracts above mentioned. As a consequence, Buenaventura recognized revenues of S/68,837,000 in the caption «realized revenue from sale of future production» in the Consolidated Statements of Income. As of December 31, 2004 Buenaventura is committed to sell 1,844,000 ounces of gold at prices ranging from US$332 to US$451 per ounce until December 2011. (b) Foreign currency exchange risk Buenaventura has entered into a forward currency exchange contract for US$7,414,000, at rates ranging from S/3.554 to S/3.589 per U.S. dollar, and stated maturities similar to time deposits, see note 6. In 2004, this operation has generated a loss for approximately S/1,818,000 (S/2,436,000 in 2003), basically explained for a lower market exchange currency rate compared to the agreed exchange rate. The fair value of this contract as of December 31, 2004 amounts to S/2,182,000 (S/773,000 as of December 31, 2003) and is presented in the caption «other current liabilities» of the Consolidated Balance Sheets, see note 19. 36. Fair value of financial instruments 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 fair value of the investment held in Sociedad Minera Cerro Verde S.A. is S/270,600,000 as of December 31, 2004 (S/223,399,000 as of December 31, 2003). - The estimated fair value of the long-term debt kept by El Brocal and Inminsur 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/338,779,000 and is based on quotations received from the Company’s counter- parties, see note 35. 37. 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, 2004, the activities as defined in the PAMAs respective to the Uchucchacua, Julcani, Orcopampa, Colquijirca and Ishihuinca mining units had been completed. 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2002, 2003 and 2004 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. At the date of the report, the corresponding regulation is pending to be issued. (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: Leaseholder Compañía de Minas Buenaventura S.A.A. Inversiones Mineras del Sur S.A. Leasing company Year in which the contracts end Royalties 2043 10% of the valorized production, subject to certain conditions. 2015 7% of concentrate revenues. Sindicato Minero Orcopampa S.A. (Arequipa) El Futuro de Ica S.R.L. (Arequipa) 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) Sindicato Minero Orcopampa S.A. El Futuro de Ica S.R.L. 2002 S/. 13,561 1,120 14,681 2003 S/. 22,869 2,273 25,142 2004 S/. 22,706 2,212 24,918 Royalties payable amount to S/2,513,000 as of December 31, 2004 (S/4,620,000 as of December 31, 2003), see Note 19(a). (c) Pending litigation of Buenaventura Damages claimed by a French citizen In February of 2002, the Company and its subsidiariy Compañía Minera Condesa S.A.C. (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 Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN. 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; 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. On January 15, 2004, the judge Richard P. Matsch of the District Colorado Court issued an opinion and ordered granting defendants motions to dismiss the amended complaint. On February 15, 2004 the defendants appealed the opinion of the judge to the Federal Court of the United States of America - Tenth Circuit (Colorado). At the date of this report, it is not possible to predict when the court will rule on the motions. In Management’s and legal advisors’ opinion, the final outcome of this process will not have a significant adverse effect on the Company’s financial statements as of December 31, 2004. 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. 66 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES As of December 31, 2002, 2003 and 2004 (d) Legal processes of Yanacocha Mercury spill in Choropampa In June,2000 aYanacocha’s contractor spilled approximately 11 liters of mercury nearby Choropampa,located at 84.8 kilometers fromYanacocha. As a result of the accident, September 10, 2001, 900 Peruvian citizens 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 May 22, 2002 the Court misestimated the demand, which was ratified later in June 30, 2002. The plaintiffs appealed this resolution. In July 2002, a new demand was presented against Yanacocha and other subsidiaries of Newmont Mining Corporation at the same Court, by other 140 Peruvian citizens who added themselves to the original demand, demanding similar compensations to those of the first demand. This new demand is in suspense until the appeal of the first one is defined. To this date,Yanacocha considers that it is not possible to predict the final result of these demands and believes that any effect related to them would not be significant to its financial statements. (e) Arbitration with a contractor In June of 2004, as part of the process of conciliation with a Yanacocha contractor, the Management of this Company decided to pay an indemnification of US$2.5 million. With this payment, Yanacocha concluded the process of arbitration initiated in November, 2003, related to the contractual dispute in the civil construction made in Carachugo. The original amount of the reclamation was of approximately US$12 million. 38. Transactions with affiliated companies (a) The Company had the following transactions with its affiliated companies during the years ended December 31, 2002, 2003 and 2004: 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 2004, royalties earned amounted to S/128,889,000 (S/82,350,000 and S/116,957,000 in 2002 and 2003, respectively) and are presented as «royalty income» in the consolidated statements of income. Compañía Minera Condesa S.A. («Condesa») During 2004, Compañía Minera Condesa S.A. received cash dividends from Yanacocha for approximately S/414,911,000 (S/83,070,000 and S/482,025,000 in 2002 and 2003, respectively). Buenaventura Ingenieros S.A. («Bisa») In March of 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 31,2004 and was renewed in January, 2005 under the same terms. In 2004, the revenues related to this service contract amounted to approximately S/10,176,000 (S/11,408,000 in 2003). 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 of 2000, Conenhua signed an agreement with Yanacocha for the construction and operation of a 220 kW transmission line between Trujillo and Cajamarca, a 60 kW transmission line between Cajamarca and La Pajuela, and the Cajamarca Norte substation; this agreement also encompassed activities necessary to enlarge the Trujillo substation. Pursuant to this contract, the construction work finished in October 2001. Concurrently, Yanacocha and the Company signed a 10-year agreement covering electric energy transmission and infrastructure operation beginning November 2001. In exchange for Buenaventura operating and managing the transmission project, Yanacocha will pay an annual fee of US$3.7 million. During 2004, the revenues for these services amounted to approximately S/13,265,000 in 2004 (S/14,282,000 in 2003). 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: 2003 (Stated in thousands of Peruvian Nuevos Soles) Minera Yanacocha S.R.L. Other S/. 36,761 937 37,698 2004 S/. 45,708 370 46,078 39. 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. 67 REPORT OF INDEPENDENT AUDITORS As of December 31, 2003 and 2004 Report of Independent Auditors To the Shareholders of Compañía de Minas Buenaventura S.A.A. 1. We have audited the accompanying balance sheets of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) as of December 31, 2003 and 2004, and the related statements of income, changes in shareholders' equity and cash flows for the years ended December 31, 2002, 2003 and 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Minera Yanacocha S.R.L. (an equity accounted affiliated entity in which the Company has an 43.65 percent interest through its subsidiary Compañía Minera Condesa S.A.) as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004. Those statements have been audited by others auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Minera Yanacocha S.R.L., is based solely on the reports of the other auditors. In the consolidated financial statements of the Company, as derived from the financial statements of Minera Yanacocha S.R.L., the Company´s investment and share in the net income in this entity amount to approximately S/1,101.0 million and S/1,152.2 million at December 31, 2003 and 2004, and S/361.5 million, S/515.7 million and S/583.3 million for the years ended December 31, 2002, 2003 and 2004, respectively. 2. We conducted our audits in accordance with auditing standards generally accepted in Peru. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the independent auditors of Minera Yanacocha S.R.L. provide a reasonable basis for our opinion. 3. The financial statements of Compañía de Minas Buenaventura S.A.A. were prepared to comply with legal requirements effective in Peru, regarding the presentation of financial information to shareholders and to the Comisión Nacional Supervisora de Empresas y Valores-CONASEV (National Supervisory Commission for Companies and Securities), and reflect the investments in its subsidiaries and affiliates at equity value as of December 31, 2003 and 2004, and not on a consolidated basis. Therefore, the financial statements herein should be read together with the consolidated financial statements of the Company and its subsidiaries, presented separately, on which we have issued an unqualified opinion on February 18, 2005. 4. In our opinion, based on our audits and the report of the independent auditors of Minera Yanacocha S.R.L., the financial statements referred to above, prepared for the purposes indicated in the previous paragraph, present fairly, in all material respects, the financial position of Compañía de Minas Buenaventura S.A.A. as of December 31, 2003 and 2004, and the results of its operations and its cash flows for the years ended December 31, 2002, 2003 and 2004, in conformity with accounting principles generally accepted in Peru. 5. Effective January 1, 2003, the Company adopted the IAS 39, Financial Instruments - Recognition and Measurement, and together with its affiliate Minera Yanacocha S.R.L., modified its accounting policy to record its long-lived assets retirement obligations, see notes 2 and 3 to the financial statements. Countersigned by: Víctor Burga C.P.C. Register No.14859 Lima, Peru, February 18, 2005 68 BALANCE SHEETS COMPAÑIA DE MINAS BUENAVENTURA S.A.A. As of December 31, 2003 and 2004 Note (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) Assets Current assets Cash and cash equivalents 6 Investment funds 7 Trade accounts receivable 8 Other accounts receivable, net 9 Accounts receivable from subsidiaries and affiliates 34 Inventories, net 10 Current portion of prepaid tax and expenses 11 Derivative instruments Total current assets Long-term accounts receivable from subsidiaries 34 Investments in shares 12 Property, plant and equipment, net 13 Development costs, net 14 Mining concessions and goodwill, net 15 Deferred income tax and workers’ profit sharing asset, net 28 Total assets Liabilities and shareholders’ equity, net Current liabilities Trade accounts payable 16 Other current liabilities 17 Accounts payable to subsidiaries and affiliates 34 Derivative instruments 31 Deferred income from sale of future production 31 Total current liabilities Other long-term liabilities 17 Derivative instruments 31 Deferred income from sale of future production 31 Total liabilities Shareholders’ equity, net 18 Capital stock, net of treasury shares by S/49,659,000 in 2003 and 2004 Investment shares, net of treasury shares by S/66,000 in 2003 and 2004 Additional capital Legal reserve Retained earnings Cumulative translation loss Cumulative unrealized gain on investments in shares carried at fair value Cumulative unrealized loss on derivative instruments Deferred income from sale of future production of subsidiary Total shareholders’ equity, net Total liabilities and shareholders’ equity, net 2003 2004 2004 (Note 4) S/. 389,643 54,881 55,684 14,831 13,095 55,529 30,073 3,525 617,261 7,905 1,748,900 191,557 76,801 35,554 297,065 2,975,043 S/. 303,887 52,155 64,252 5,478 14,704 47,909 30,460 518,845 46,107 2,193,150 200,758 98,385 30,812 255,407 3,343,464 US$ 92,564 15,886 19,571 1,669 4,479 14,593 9,278 158,040 14,044 668,032 61,151 29,968 9,385 77,797 1,018,417 19,890 48,122 43,981 77,903 68,841 258,737 62,210 307,826 641,122 1,269,895 30,855 80,368 18,453 70,927 72,313 272,916 53,791 267,852 568,772 1,163,331 9,398 24,480 5,621 21,604 22,027 83,130 16,385 81,588 173,248 354,351 596,755 596,755 181,771 1,683 610,659 99,286 223,373 (29,395) 209,130 (6,343) 1,705,148 2,975,043 1,683 610,659 129,276 734,059 (148,513) 256,331 (117) 2,180,133 3,343,464 513 186,006 39,377 223,594 (45,237) 78,078 (36) 664,066 1,018,417 These balance sheets have been extracted and translated into English from the 2004 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 69 STATEMENTS OF INCOME COMPAÑIA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) Operating revenues Net sales Royalties income Total revenues Costs of operation Operating costs Exploration and development costs in operational mining sites Depreciation Total costs of operation Gross margin Operating expenses General and administrative Exploration costs in non-operational mining sites Royalties to third parties Selling Royalties to the Peruvian Government Asset impairment loss and write-off Total operating expenses Operating income (expense) Other income (expenses), net Share in subsidiaries and affiliates Gain (loss) from change in the fair value of derivative instruments Realized gain (loss) in derivative instruments Realized income from sale of future production Interest income Interest expense Gain (loss) from exposure to inflation Amortization of mining concessions and goodwill Other, net Total other income (expenses), 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 Net income Basic and diluted earnings per share before cumulative effect of accounting change, stated in Peruvian nuevos soles and U.S. dollars Cumulative effect of accounting change for mine closing costs Basic and diluted earnings per share, stated in nuevos soles and U.S. dollars Weighted average number of shares outstanding Note 2002 2003 2004 2004 (Note 4) 20 34(a) S/. 412,107 6,755 418,862 S/. 521,862 8,614 530,476 S/. 683,599 9,377 692,976 US$ 208,224 2,856 211,080 21 22 13(c) 239,959 50,098 19,606 309,663 109,199 275,402 56,989 20,955 353,346 177,130 332,290 90,332 28,068 450,690 242,286 101,215 27,515 8,550 137,280 73,800 23 24 33(b) 25 17(d) 56,096 31,833 13,560 14,020 150 115,659 (6,460) 96,043 45,225 22,869 15,028 361 179,526 (2,396) 56,753 46,821 22,706 6,200 4,346 136,826 105,460 17,287 14,261 6,916 1,889 1,324 41,677 32,123 12(f) 382,373 627,888 624,624 190,260 31 31 31 26 26 44,760 14,179 (1,442) (3,187) (6,374) (4,119) 426,190 (643,694) (19,020) 9,421 (202) 825 (4,550) (10,220) (39,552) 11,233 (70,430) 68,837 9,385 (1,022) (18,464) (4,742) (3,560) 615,861 3,421 (21,453) 20,968 2,859 (311) (5,624) (1,444) (1,085) 187,591 419,730 - (41,948) 62,896 228,834 721,321 (9,254) (31,927) 219,714 (2,819) (9,725) 419,730 249,782 680,140 207,170 3 419,730 (72,295) 177,487 680,140 207,170 29 3.30 1.96 5.35 1.63 - (0.57) - - 3.30 127,236,219 1.39 127,236,219 5.35 127,236,219 1.63 127,236,219 15 27 28(b) 28(b) 29 These statements have been extracted and translated into English from the 2004 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 70 STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY COMPAÑIA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2002, 2003 and 2004 (Stated in thousands of Peruvian Nuevos Soles) Number of Common Investment Additional Legal Retained shares shares shares Capital reserve earnings Balance as of January 1st, 2002 126,235,832 Declared and paid dividends, note 18(f) Capitalization of retained earnings, note 18(a) and 18(b) Transfer to legal reserve Gain from sale of ADR’s, note 18(e) 644,000 Purchase of investment shares by subsidiary Cumulative gain for translation of investment in Minera Yanacocha S.R.L., maintained through Compañía Minera Condesa S.A., note 18(g) Increase of nominal value of treasury shares maintained by subsidiary Net income Balance as of December 31, 2002 126,879,832 Declared and paid dividends, note 18(f) Investments in shares maintained at fair value, note 2(e) Loss in the initial valuation of investments in shares maintained at fair value, note 2(q) Gain in the initial valuation of derivative instruments classified as hedging instruments held by subsidiary, note 2(q) Loss from change in the fair value of derivative instruments classified as hedging instruments held by subsidiary, note 31(a) Transfer to legal reserve Cumulative loss for translation of investment in Minera Yanacocha S.R.L., mantained through Compañía Minera Condesa S.A., note 18(g) Net income Balance as of December 31, 2003 126,879,832 Declared and paid dividends, note 18(f) Investments in shares maintained at fair value, note 2(e) Change in the fair value of derivative instruments classified as hedging instruments held by subsidiary,note 31(a) Transfer due to change in the terms of certain derivative contracts of a subsidiary Realized revenue from sale of future production of subsidiary 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 18(g) Net income Balance as of December 31, 2004 126,879,832 S/.181,777 S/.533 S/.552,019 S/.39,563 S/.840,481 Cumulative Cumulative unrealized gain translation on investments in shares carried gain at fair value (loss) Cumulative unrealized loss on derivative instruments Deferred income from sale of future production of subsidiary Total S/.6,315 S/. - S/. - (81,556) - - - - (81,556) - (449,736) - 41,974 (41,974) 24,267 - - - - - 25,192 - - S/. - S/.1,620,688 - - 448,520 925 1,216 - - (14) (146) - - - - - - (160) - - - - - 1,054 - - - 1,054 (34,467) - (52) - 34,519 - - 419,730 - - - - 419,730 596,755 1,683 610,659 81,537 686,945 7,369 - - - 1,984,948 - - - - (159,164) - - - - (159,164) - - - - (5,957) - 209,130 - - 203,173 - - - - (458,189) - - - - (458,189) - - - - - - - 1,742 - 1,742 - - - 17,749 (17,749) - - (8,085) - - (8,085) - - - - - 177,487 (36,764) - - - - (36,764) 177,487 596,755 1,683 610,659 99,286 223,373 (29,395) 209,130 (6,343) - 1,705,148 - - - - (139,464) - - - - (139,464) - - - - - - 47,201 - - 47,201 - - - - - - - 4,621 - 4,621 - - - - - - - 1,722 (1,722) - - - - 29,990 - (29,990) - - - - 682 923 682 923 - - - - - (119,118) 680,140 - - - - (119,118) 680,140 596,755 1,683 610,659 129,276 734,059 (148,513) 256,331 - (117) 2,180,133 These statements have been extracted and translated into English from the 2004 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 71 STATEMENTS OF CASH FLOWS COMPAÑIA DE MINAS BUENAVENTURA S.A.A. For the years ended December 31, 2002, 2003 and 2004 2002 (Stated in thousands of Peruvian Nuevos Soles and U.S. dollars) Operating activities Collection from customers S/. 416,467 Collection of dividends 10,154 Collection of royalties 6,755 Collection of interest 14,502 Payments to suppliers and third parties (245,635) Payments of exploration expenditures (73,417) Payments to employees (73,724) Payments of royalties (13,203) Payments of income tax (9,284) Payments of interest (1,811) Net cash provided by operating activities 30,804 Investing activities Collections (payments) from derivative instruments settled, net 44,760 Decrease (increase) of accounts receivable from subsidiaries and affiliates 150,694 Development expenditures (23,687) Purchase of plant and equipment (36,671) Increase on time deposit in local currency Payments by purchase of investments in shares (11,546) Proceeds from sale of plant and equipment 2,288 Proceeds from sale of investments in shares Increase of investment fund Net cash provided by (used in) investing activities 125,838 Financing activities Payments of dividends (78,528) Decrease of bank loans, net (70,876) Net cash used in financing activities (149,404) Net increase (decrease) in cash and cash equivalents during the year 7,238 Cash and cash equivalents at beginning of year 81,549 Cash and cash equivalents at year-end 88,787 Reconciliation of net income to net cash provided by operating activities Net income 419,730 Add (deduct) Depreciation 21,244 Provision for deferred income tax and workers’ profit sharing, note 28(a) Amortization of development costs 8,514 Loss (gain) from exposure to inflation 3,187 Current income tax and workers’ profit sharing expenses Amortization of mining concessions and goodwill 6,374 Accretion expense Slow moving and obsolescence supplies reserve 150 Officers’ compensation, note 17 6,744 Ingreso por participación en los resultados de las empresas Share in subsidiaries and affiliated companies, net of dividends (372,219) Income from sale of future production Loss (gain) from change in the fair value of derivative instruments Gain from change in the fair value of investment fund Gain on sale of plant and equipment (1,496) Allowance for doubtful accounts 329 Cumulative effect of accounting change Net changes in assets and liabilities accounts Decrease (increase) of operating assets Trade and other accounts receivable (41,080) Inventories (3,042) Prepaid taxes and expenses (16,260) Increase (decrease) of operating liabilities Trade accounts payable and other current liabilities (1,371) Net cash provided by operating activities 30,804 Transactions that do not affect cash flows: Payment of dividends through common shares of Sociedad Minera El Brocal S.A.A., note 18(f) 3,028 Increase of the book value of long-lived assets Capitalization of accounts receivable from Compañía Minera Colquirrumi S.A. - 2003 S/. 508,007 547,356 8,614 11,668 (293,516) (91,291) (74,693) (22,346) (11,046) (203) 582,550 2004 2004 (Note 4) S/. 675,031 US$ 205,614 146,605 44,656 9,282 2,827 9,089 2,769 (357,324) (108,841) (105,847) (32,241) (77,635) (23,648) (23,291) (7,094) (14,564) (4,436) (1,022) (311) 260,324 79,295 (19,020) 45,640 (32,685) (46,923) (4,663) 1,274 (53,068) (109,445) (70,430) (51,311) (35,143) (30,665) (24,255) (8,299) 469 330 (219,304) (21,453) (15,629) (10,705) (9,341) (7,388) (2,528) 143 101 (66,800) (172,249) (172,249) 300,856 88,787 389,643 (151,031) (151,031) (110,011) 389,643 279,632 (46,004) (46,004) (33,509) 118,685 85,176 177,487 680,140 207,170 22,324 (291,730) 10,553 (825) 4,550 2,795 361 49,594 28,357 27,838 27,547 18,464 13,343 4,742 2,555 2,426 2,135 8,638 8,479 8,391 5,624 4,065 1,444 778 739 650 (80,533) 643,694 (1,813) (1,030) 307 72,295 (482,890) (68,837) (11,233) (2,529) (203) - (147,088) (20,968) (3,421) (770) (62) - (19,759) (3,391) (13,911) 221 4,528 (10,732) 67 1,379 (3,269) 11,582 582,550 24,452 260,324 7,449 79,295 4,566 - 20,818 11,595 6,341 3,532 These statements have been extracted and translated into English from the 2004 annual report of Compañía de Minas Buenaventura S.A.A., originally issued in Spanish language. 72 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. Management Alberto Benavides Chairman of the Board Roque Benavides President & CEO Since 22/02/01 Raúl Benavides Carlos Gálvez Mario Santillán César Vidal Vice President Bussiness Development Vice President & CFO Vice President Operations Vice President Explorations Since Since Since Since Humberto Rodríguez Comptroller Since 01/01/84 Jaime Ayllón Fernando Espá Isaac Galarza Alejandro Hermoza Mario Palla Bernardo Rubio Federico Zúñiga Assistant Manager for IT Systems Assistant Manager for Commercialization Assistant Manager for Logistics Assistant Manager for Administration and Human Resources Assistant Manager for Environmental and Social Affairs Assistant Manager for Concentration Plant Assistant Manager for Accounting Since 01/01/02 Since 01/01/93 Since 01/01/94 Since 16/06/03 Since 01/07/03 Since 01/06/95 Since 01/01/84 Julio Meza Chief Geologist Since 01/07/04 Carlos Rodríguez Safety Director Luis de la Cruz Head of Metallurgical Projects and Officer in Charge of Environmental Auditing Julcani Felix Lewandowsky Orlando Quintanilla Mario Calderón Mario Loayza Juan Carlos Vargas General Superintendent Assistant Superintendent Head of Unit Geologists Head of Concentration Plant Head of Human Resources Uchucchacua Daniel Briones Jose Luis Ilizarbe Marco Oyanguren Raúl Goicochea Angel Sabastizagal Jorge Páez Alejandro Merino General Superintendent Assistant Superintendent Mine Superintendent Concentration Plant Superintendent Head of Unit Geologists Unit Accountant Head of Human Resources Orcopampa Julio Rojas Máximo Castro Luis Sanchez Eduardo Castro Luis Gamarra Percy Cárdenas Luis Góngora General Superintendent Assistant Superintendent Mine Superintendent Concentration Plant Superintendent Head of Unit Geologists Unit Accountant Head of Human Resources 73 01/07/97 22/02/01 01/05/97 02/01/96 BOARD AND MANAGEMENT RESUME Alberto Benavides, Chairman of the Board* and member of the Compensations Committee. He is a graduate of the UNI (Mining Engineering), and Harvard University (MSc in Geology) where he also followed the Advanced Management Program offered by the Harvard Business School. He worked for the Cerro de Pasco Corporation and has served as Director for a number of companies and institutions, amongst which is the Banco Central de Reserva del Perú. Norman Anderson, Director*. Graduated from the University of Manitoba as a Geological Engineer. He has worked for AMAX and Cyprus Amax Inc. and served as Executive Chairman for Cominco. Luis Coleridge, 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. Carlos H. Plenge, Director*. Member of the Compensations Committee and the Auditing Committee. He graduated from the University of Missouri-Rolla with a Mining Engineering degree, and holds an MSc degree in Minerals from the School of Mines of Montana. He has also worked in the Cerro de Pasco Corporation. He has served as consultant for a series of mining companies and is Director of 2 subsidiary companies. Felipe Ortiz-de-Zevallos, Director*, 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 the 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*. He is a graduate of Rhodes University (BSc and MSc), and of James Cook University of North Queensland (PhD). He 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, Director* - President and CEO. 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 Templeton College. He has worked at Buenaventura since 1977; is Director of 7 subsidiary companies and was President of SNMPE and CONFIEP. Carlos E. Gálvez, Vice President and CFO. 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, Vice President Business Development. He holds a BA in Mining Engineering from the University of MissouriRolla, a Masters Degree in Mining Management from Pennsylvania State University and he 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, Vice President Operations. 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, Vice President Explorations. 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, 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 a former President of SNMPE. Carlos Humberto Rodríguez. Comptroller. BA in Economic, Marketing and Accounting Sciences from PUCP, with Business Studies at the U. de Piura. He has worked in Petrolera Amotape S. A , Cyanamid Peruana S. A and 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. 74 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. Securities Market Information Buenaventura’s Common and Investment Shares have been listed and traded in the Lima Stock Exchange since 1871 and 1979 respectively. The Company’s American Depositary Receipts have been listed and traded 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 each ADS equaled 2 Common Shares and as from November 13, 2003 their value was changed to 1 ADS equals 1 Common Share. Shareholders and their respective nationalities (only includes shareholders controlling more than 5% interest as of December 31, 2004). Name Interest Participation % Alberto Benavides Fidelity Management & Research Co. Compañía Minera Condesa S. A. Merrill Lynch Investment Managers Ltd. (UK) Total 14.022 8.614 7.687 6.089 36.412 Nationality Peruvian North American Peruvian British Shareholding Structure, Common Shares with Voting Rights as of December 31, 2004 % of Shares Number of Shareholders Less than 1% Between 1% - 5% Between 5% - 10% More than 10% Total 1,601 21 3 1 1,626 Interest participation in % 21.32 42.27 22.39 14.02 100.00 Shareholding Structure, Investment Shares as of December 31, 2004 % of Shares Number of Shareholders Less than 1% Between 1% - 5% Between 5% - 10% More than 10% Total 1,168 5 1 2 1,176 75 Interest participation in % 49.06 13.21 7.20 30.53 100.00 COMPAÑIA DE MINAS BUENAVENTURA S.A.A. Corporate information Compañía de Minas Buenaventura S.A.A. Daniel Dominguez Telephone: (511) 419 2536 E-mail: [email protected] I-Advize Corporate Communications, Inc Melanie Carpenter / Pete Majeski Telephone: (212) 406 3690 E-mail: [email protected] [email protected] Desing, Pre Prensa and Printer: Impresso Gráfica S.A. 76 Vision 2014 Buenaventura is a globally competitive mining - metallurgical corporation. We are a leading company in terms of safety, creating opportunities which contribute to the integrated development of our team of professionals, maximizing profitability and enhancing shareholder value. Buenaventura is fully committed to responsible practices in the environment and to contributing to the sustainable development of the communities in which it operates. Mission - To form and maintain a multidisciplinary team of quality people for corporate excellence. - To execute mining–metallurgical operations safely and efficiently, applying the highest standards in the industry. - To promote growth and organizational development, primarily through explorations and metallurgical research. - To seek joint businesses with similar world-class companies overseas. - To acquire and develop mining assets in Latin America. - To diversify into the production of other metals or industrial minerals. - To maintain contact with and transmit an attitude of transparency with our shareholders, authorities and other stakeholders. - To apply the best practices of Corporate Governance. - To achieve environmental excellence with respect to operations and explorations. - To develop and promote strategical alliances with the communities in which we operate, participating actively towards their sustainable development. - To attain a work environment that promotes human and professional development in all of the company’s areas of work. Values - Integrity - Diligence - Loyalty - Respect - Honesty - Transparency 77
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