		Common Shares(1)						ADSs(2)						Investment Shares(1)
		Trading Volume		High(3)		Low(3)		Trading Volume		High(3)		Low(3)		Trading Volume		High(3)		Low(3)
		(in millions)		(in nominal S/. per share)				(in millions)		(in US$ per ADS)				(in millions)		(in nominal S/. per share)
Annual highs and lows

	2005		3.03		109.00		65.06		106.57		32.54		19.93		0.09		80.70		51.00
	2006		2.33		106.50		77.12		173.71		32.49		22.81		0.04		88.00		73.00
	2007		1.53		186.00		82.50		137.20		61.00		25.39		0.02		126.50		82.00
	2008		1.63		118.75		33.00		274.92		42.89		9.00		0.02		90.00		40.00
	2009		2.53		122.00		45.05		345.53		42.69		14.00		0.61		90.00		40.00

Quarterly highs and lows

2008
	1st quarter		0.20		118.75		94.08		52.20		42.89		27.91		0.01		77.50		65.05
	2nd quarter		0.15		100.50		85.21		42.99		37.51		29.21		0.01		90.00		75.00
	3rd quarter		0.49		97.50		50.05		84.21		35.67		15.87		0.01		87.50		57.99
	4th quarter		0.80		72.55		33.00		95.53		24.82		9.00		0.01		58.00		40.00

2009
	1st quarter		0.81		76.50		45.05		96.05		25.11		14.00		0.59		76.50		40.00
	2nd quarter		0.92		85.50		63.20		76.49		29.93		19.09		0.01		45.94		44.25
	3rd quarter		0.26		101.00		66.00		78.24		35.35		20.81		0.01		55.00		47.00
	4th quarter		0.56		122.00		89.00		94.78		42.69		30.85		0.01		90.00		50.00

Monthly highs and lows
2009
	November		0.20		120.50		100.00		27.19		42.43		33.06		0.01		76.50		72.00
	December		0.15		122.00		89.00		32.27		42.69		30.85		0.01		90.00		78.00
2010
	January		0.14		112.00		92.20		23.26		38.84		31.22		0.01		86.00		83.00
	February		0.02		96.00		83.00		22.90		34.87		28.59		0.01		80.00		78.00
	March		0.12		98.30		87.00		26.73		35.31		29.48		0.01		82.50		81.00
	April		0.04		99.00		87.90		24.92		35.44		29.84		0.01		82.00		80.00

Common Shares(1)

ADSs(2)

Investment Shares(1)

Trading
Volume

High(3)

Low(3)

Trading
Volume

High(3)

Low(3)

Trading
Volume

High(3)

Low(3)

(in
millions)

(in nominal
S/. per share)

(in
millions)

(in US$ per
ADS)

(in
millions)

(in nominal
S/. per share)

Annual highs and lows

2004 2.21 105.00 66.80 109.38 30.49 18.46 0.18 70.20 48.00
2005 3.03 109.00 65.06 106.57 32.54 19.93 0.09 80.70 51.00
2006 2.33 106.50 77.12 173.71 32.49 22.81 0.04 88.00 73.00
2007 1.53 186.00 82.50 137.20 61.00 25.39 0.02 126.50 82.00
2008 1.63 118.75 33.00 274.92 42.89 9.00 0.02 90.00 40.00

Quarterly highs and lows

2007
1st quarter 0.33 96.00 82.50 30.68 30.24 25.39 0.0086 85.00 82.00
2nd quarter 0.39 116.90 95.00 29.97 37.46 30.38 0.0049 84.01 83.00
3rd quarter 0.45 154.00 102.00 39.48 50.24 33.57 0.0101 109.00 99.00
4th quarter 0.36 186.00 141.76 37.06 61.00 46.44 0.0003 126.50 110.00
2008
1st quarter 0.20 118.75 94.08 52.20 42.89 27.91 0.01 77.50 65.05
2nd quarter 0.15 100.50 85.21 42.99 37.51 29.21 0.01 90.00 75.00
3rd quarter 0.49 97.50 50.05 84.21 35.67 15.87 0.01 87.50 57.99
4th quarter 0.80 72.55 33.00 95.53 24.82 9.00 0.01 58.00 40.00

Monthly highs and lows
2008
November 0.17 52.00 35.91 28.63 18.09 11.09 0.00 43.00 41.00
December 0.23 66.70 46.00 29.05 21.68 13.94 0.01 43.00 40.00
2009
January 0.14 63.99 45.05 29.95 20.87 14.00 0.57 43.50 42.50
February 0.31 70.45 55.90 31.93 22.71 17.41 0.02 42.50 40.00
March 0.36 76.50 55.10 34.17 25.11 17.00 0.01 46.00 40.00
April 0.28 78.60 63.20 23.75 25.01 19.09 0.00 45.94 45.94
May 0.46
84.30

71.90

25.39

29.44

20.78

0.00

45.94

45.94

~~_______________~~

(1) Source: Lima Stock Exchange

(2) Source: Bloomberg; Yahoo Finance

(3) Prices for Common Shares, Investment Shares and ADSs for 2008 were adjusted as a consequence of a two-for-one stock split in July 2008.

~~163~~

~~ITEM 10. Additional Information~~

ITEM 10.

Additional Information

Share Capital

Not applicable.

Memorandum and Articles of Association

Organization and Register

We were formed on September 7, 1953 by public deed as a Peruvian sociedad anónima. However, in May of 1998, our By-laws were changed to conform with the new Peruvian Companies Law. The term of existence is indefinite and our principal place of business is Lima, Peru.

We are managed by the General Meeting, the Board of Directors and the management.

Objectives and Purposes

Our legal purpose is to engage in mining operations and related activities either directly or through majority-owned subsidiaries and controlled companies. Likewise, we may hold shares of companies performing mining operations.

Directors

The Board of Directors, which must be comprised of seven members, is elected at the Annual Obligatory Meeting. Any changes in the Board of Directors require the approval of the shareholders. The removal of the Board of Directors must be approved at a shareholders’ meeting, attended by holders of 75 percent of the Common Shares in the first summons and 70 percent of the Common Shares in the second summons, by resolution approved by, at least, two thirds of the total number of Common Shares outstanding. In the case of resignation of Directors, the Board of Directors may appoint substitute Directors who will serve until the next shareholders’ meeting.

Directors are elected as a group for a term of three years and may be reelected indefinitely. Pursuant to Article 29 of our By-laws, Directors are not required to be shareholders. The Board of Directors, in its first meeting after the Annual Obligatory Meeting during which elections are held, must choose from among its members a Chairman and a Vice Chairman. The Peruvian Companies Law requires that all companies (sociedades anónimas) provide for the representation of minority shareholders on their Boards of Directors. To that effect, each of our Common Shares gives the holder the right to as many votes as there are directors to be elected. Each holder may pool his votes in favor of one person or distribute them among various persons. Those candidates for the Board who receive the most votes are elected directors.

~~164~~160

The Board of Directors meets when called by the Chairman of the Board, who is appointed by the Board. The Board of Directors is validly convened when all Directors are present and unanimously agree to carry out the meeting for the purpose of transacting the business that has been proposed. Pursuant to article 177 of the Peruvian Companies Law, Directors may be jointly and severally liable to us, the shareholders and third parties for their actions if they act with willful misconduct, gross negligence or abuse their powers.

Our By-laws do not contain any provisions related to a director’s power to vote on matters in which the director is materially interested. However, Article 180 of the Peruvian Companies Law requires a director with an interest that conflicts with an interest of ours on a specific matter to disclose such interest to us and abstain from participating in the deliberation and decision of the said matter. A director that contravenes such requirement is liable for the damages suffered by us and can be removed by the Board of Directors or a shareholders’ meeting upon the request of any shareholder or any member of the Board.

Our By-laws also do not contain any provisions with respect to the power of the Directors to vote upon matters relating to their own compensation. Nevertheless, Article 30 of the By-laws requires that the Board of Directors receive compensation of no more than 4 percent of the profits of each fiscal year after making deductions for workers’ profit sharing, taxes, reinvestment of profits for tax benefits and legal reserves. This amount will be submitted for ratification by the General Meeting during the annual obligatory meeting, at which time it approves the balance sheet, taxes, reinvestment of profits for tax benefits and legal reserves.

Our By-laws contain no provision relating to the directors’ power to borrow from us. However, Article 179 of the Peruvian Companies Law provides that directors of a company may enter into an agreement with such company only in the event that the agreement relates to operations the company performs in the regular course of business and in an arms-length transaction. Further, a company may provide a loan to a director or grant securities in his favor only in connection with operations that the company usually performs with third parties. Agreements, credits, loans or guarantees that do not meet the requirements set forth above require prior approval from at least two thirds of the members of the company’s Board of Directors. Directors are jointly liable to the company and the company’s creditors for contracts, credit, loans or securities executed or granted without complying with Article 179 of the Peruvian Companies Law.

Neither our By-laws nor the Peruvian Companies Law contain age limit requirements for the retirement or non-retirement of directors.

Shares and Voting Rights

We have two classes of shares, the Common Shares and the Investment Shares. The Common Shares represent 100 percent of our outstanding share capital. The Investment Shares have no voting rights and are not, under Peruvian law and accounting rules, characterized as share capital. The Common Shares and the Investment Shares may be either physical share certificates in registered form or book-entry securities in the CAVALI ICLV S.A. book-entry settlement system, also in registered form.

~~165~~161

Holders of Common Shares are entitled to one vote per share, with the exception of the election of the Board of Directors, where each such holder is entitled to one vote per share per nominee. Each holder’s votes may be cast all for a single nominee or distributed among the nominees at the holder’s discretion. Holders of Common Shares may attend and vote at shareholder meetings either in person or through a proxy. Additionally, holders of Common Shares have the right to participate in the distribution of dividends and shareholder equity resulting from liquidation. Our By-laws do not establish a maximum time limit for the payment of the dividends. However, according to Article 232 of the Peruvian Companies Law, the right to collect past-due dividends in the case of public companies that are sociedades anónimas abiertas, as we are, expires at 10 years from the date on which the payment was due in accordance with the dividend declaration.

Our share capital may be increased by holders of Common Shares at a shareholder meeting. Capital reductions may be voluntary or mandatory and must be approved by holders of Common Shares at a shareholder meeting. Capital reductions are mandatory when accumulated losses exceed 50 percent of capital to the extent such accumulated losses are not offset by accumulated earnings and capital increases within the following fiscal year. Capital increases and reductions must be communicated to CONASEV, the Lima Stock Exchange and the Superintendencia Nacional de Administración Tributaria (SUNAT) and published in the official gazette El Peruano and in a widely circulated newspaper in the city in which we are located.

The Investment Shares do not represent our stock obligations. Holders of Investment Shares are neither entitled to exercise voting rights nor to participate in shareholder meetings. However, Investment Shares confer upon the holders thereof the right to participate in the dividends distributed according to their nominal value, in the same manner as Common Shares.

Changes in the Rights of Shareholders

Our By-laws do not contain special provisions relating to actions necessary to change the rights of holders of the classes of shares. However, Article 88 of the Peruvian Companies Law establishes that all shares of a same class must have the same rights and obligations, and that in the event that we decide to establish different rights and obligations we must create a different class of shares, which creation will be agreed upon by the General Meeting in accordance with the requirements for modification of the By-laws. The Common Shares are the only class of shares representing 100 percent of our share capital, and, therefore, each Common Share has the same rights and obligations of each other Common Share. These requirements are described under “—Shares and Voting Rights” above.

The rights of any class of shares may not be reduced except in accordance with the Peruvian Companies Law.

~~166~~

Shareholders’ Meetings

Pursuant to Peruvian law and our By-Laws, the Annual Obligatory Meeting must be held during the three-month period after the end of each fiscal year. Additional General Meetings may be held during the year. Because we are a sociedad anónima abierta, we are subject to the special control of CONASEV, as provided in Article 253 of the Peruvian Companies Law. If we do not hold the Annual Obligatory Meeting during the three-month period after the end of each fiscal year or any other shareholder meeting required by the Peruvian Companies Law or our By-Laws, CONASEV will directly, or at the request of at least one shareholder of the Common Shares, call for such a meeting, which will take place in a reasonable period of time. Other shareholder meetings are convened by the Board of Directors when deemed convenient for us or when it is requested by the holders of at least five percent of the Common Shares, provided that such Common Shares do not have their voting rights suspended. If, at the request of holders of five percent of the Common Shares, the shareholder meeting is not convened by the Board of Directors within 15 business days of the receipt of such request, or we expressly refuse to convene the shareholder meeting, CONASEV will call for such meeting. If CONASEV calls for a shareholders meeting, CONASEV will indicate the place, time and hour of the meeting, the agenda and the person who will preside. If it is a meeting other than the Annual Obligatory Meeting or a shareholder meeting required by the Peruvian Companies Law or the By-Laws, the agenda will contain those matters requested by the shareholders who requested the meeting. Resolución CONASEV No. 111-2003-EF-94.10, as amended by Resolución CONASEV No. 016-2004-EF/94.10 and Resolución CONASEV No. 015-2005-EF/94.10, approved provisions related to the right of the minority shareholders to obtain information regarding a sociedad anónima abierta such as us and to request CONASEV to call a shareholders meeting if it is not called by the sociedad anónima abierta upon request, for which purpose Resolución CONASEV No. 007-2006-EF/94.10 ~~shall~~will apply. Notwithstanding the notice requirements as described in the preceding two sentences, any shareholder meeting will be deemed called and legally installed, provided that the shareholders representing all of the voting shares are present, and provided that every present shareholder, whether or not such shareholder has paid the full price of such shareholder’s shares, agrees to hold the shareholder meeting and accepts the business to be discussed therein. Holders of Investment Shares have no right to request the Board to convene shareholder meetings.

162

Since we are a sociedad anónima abierta, notice of shareholders’ meetings must be given by publication of a notice, with the publication occurring at least 25 days prior to any shareholders’ meeting, in El Peruano and in a widely circulated newspaper in the city in which we are located. The notice requirement may be waived at the shareholder meeting by holders of 100 percent of the outstanding Common Shares. According to Article 25 of the By-Laws and Article 257 of the Peruvian Companies Law, shareholder meetings called for the purpose of considering a capital increase or decrease, the issuance of obligations, a change in the By-Laws, the sale in a single act of assets with an accounting value that exceeds 50 percent of our capital stock, a merger, division, reorganization, transformation or dissolution, are subject to a first, second and third quorum call, each of the second and third quorum to occur upon the failure of the preceding one. A quorum for the first call requires the presence of shareholders holding 50 percent of our total voting shares. For the second call, the presence of shareholders holding at least 25 percent of our total voting shares constitutes a quorum, and for the third call there is no quorum requirement. These decisions require the approval of the majority of the voting shares represented at the shareholder meeting. General Meetings convened to consider all other matters are subject to a first and second quorum call, the second quorum call to occur upon the failure of the first quorum.

In the case of shareholder meetings called for the purpose of considering the removal of members of the Board of Directors, at least 75 percent and 70 percent of the total number of Common Shares outstanding are required to be represented at the shareholder meeting on the first quorum call and second quorum call respectively. Provided such quorum is attained, the affirmative vote of no less than two thirds of the total number of Common Shares outstanding is required to effect the removal of members of the Board of Directors. The special quorum and voting requirements described above cannot be modified at a shareholder meeting called for the purpose of considering the removal of members of the Board of Directors.

Under our By-Laws, the following actions are to be taken at the annual obligatory shareholders’ meetings: approval of our balance sheets, profit and loss statements and annual reports; approval of management performance; allocation of profits; election of external auditors; election of the members of the Board of Directors; and any other matters submitted by the Board of Directors. The following actions are to be taken at the same annual shareholders’ meetings if the quorum and majority requirements are met or at any other shareholders’ meeting: any amendment of the By-Laws; any decision to increase or reduce capital; any decision to issue debt; initiating investigations or requesting auditor’s reports; liquidating, spinning-off, merging, consolidating, dissolving, or changing our business form or structure.

~~167~~163

In accordance with Article 21 of the By-laws, only those holders of Common Shares whose names are inscribed in the Share Register not less than 10 days in advance of a meeting will be entitled to attend shareholder meetings and to exercise their rights.

Limitations on the Rights of Nonresident or Foreign Shareholders

There are no limitations in our By-laws or the Peruvian Companies Law on the rights of nonresident or foreign shareholders to own securities or exercise voting rights on our securities.

Change in Control

There are no provisions in our By-laws that would have the effect of delaying, deferring or preventing a change in control.

Disclosure of Share Holdings

There are no provisions in our By-laws governing the ownership threshold above which share ownership must be disclosed. However, according to Regulation No. 009-2006-EF.94.10 of the CONASEV, which became effective on May 3, 2006, as amended by Regulation No. 020-2006-EF.94.10 and Regulation No. 05-2009-EF-94.01.1 of CONASEV, when an individual or financial group acquires, in one act or various successive acts, a significant percentage (more than 25 percent) of the voting shares of a company, as well as upon any person or group increasing its ownership above the 50 percent and 60 percent thresholds, a procedure known as Oferta Pública de Adquisición, or Takeover Bid, must be followed. This has the effect of alerting other shareholders and the market that an individual or financial group has acquired a significant percentage of a company’s voting shares, and gives other shareholders the opportunity to sell their shares at the price offered by the purchaser. The purchaser is obliged to launch a Takeover Bid unless it is exempt pursuant to Regulation No. 009-2006-EF.94.10 of the CONASEV as amended. The purchase of ADRs is exempted from the Takeover Bid unless the holders: (i) exercises the voting rights of the Common Shares underlying the ADSs evidenced by such ADRs, or (ii) requests the delivery of such underlying Common Shares. In addition, CONASEV and the Lima Stock Exchange must be notified of any transfer of more than 5 percent of our paid-in-capital.

Changes in the Capital

Our By-laws do not establish special conditions for increases or reductions of capital that are more stringent than is required by the Peruvian Companies Law. Furthermore, the Peruvian Companies Law forbids sociedades anónimas abiertas, such as us, from including in their by-laws stipulations limiting the transfer of their shares or restraining their trading in other ways. We cannot recognize a shareholders’ agreement that contemplates limitations, restrictions or preferential rights on the transfer of shares, even if such agreement is recorded in our Share Register (matrícula de acciones) or in CAVALI.

Material Contracts

On May 21, 2008, we borrowed a US$450 million Syndicated Term Loan under a new Term Loan Agreement. Borrowing under the Syndicated Term Loan will bear interest at a rate per annum equal to LIBOR plus 2.25%. Interest and installments of principal equal to 1/20th of the aggregate principal amount borrowed will be payable quarterly until maturity in May 2013 (on which date all amounts outstanding ~~shall~~will be payable). The Syndicated Term Loan may be prepaid at our option, subject to a prepayment fee of (i) 0.4% of the principal amount of the loan prepaid on or before May 21, 2009, (ii) 0.3% of the principal amount of the loan prepaid on or before May 21, 2010 or (iii) 0.2% of the principal amount of the loan prepaid after May 21, 2010. Obligations under the Syndicated Term Loan are guaranteed by our wholly-owned subsidiary, Condesa.

~~168~~164

The Term Loan Agreement governing the Syndicated Term Loan contains certain customary covenants, including covenants that restrict our ability to: incur additional indebtedness; engage in transactions with affiliates; create liens on our assets; make certain investments; sell assets, subject to certain exceptions; acquire other companies or dissolve, liquidate or merge with or into other companies; enter into unrelated businesses; make guarantees; enter into burdensome agreements; and enter into certain hedging transactions other than in the ordinary course of business. In addition, we are required to meet certain financial tests, including a Debt Ratio (as defined in the Term Loan Agreement) of 3.5 to 1.0, and certain operational metrics, including obligations requiring us to maintain the economic value of reserves and the average service life of mining units at specified levels.

The Syndicated Term Loan is also subject to certain customary events of default, including defaults related to non-payment, violation of certain covenants, cross-defaults, insolvency, judgments, invalidity of loan documents or security interests, government intervention or termination of certain concession contracts.

In August, September and November 2008, we prepaid US$49.5 million, US$38.5 million and US$60.0 million, respectively, of the outstanding Syndicated Term Loan, in each case without prepayment penalties or charges. As of December 31, 2008, approximately US$264.0 million remained outstanding under the Syndicated Term Loan.

The Syndicated Term Loan was initially secured by a pledge of our Common Shares held by Condesa. On January 23, 2009, we and lenders party to the Syndicated Term Loan executed a consent and amendment to release the pledged collateral.

In August, September and November 2008, we prepaid US$49.5 million, US$38.5 million and US$60.0 million, respectively, of the outstanding Syndicated Term Loan, in each case without prepayment penalties or charges. As of December 31, 2009, approximately US$205.3 million remained outstanding under the Syndicated Term Loan. On March 1, 2010, we repaid the full amount outstanding under the Syndicated Term Loan together with a prepayment fee of US$0.6 million.

Exchange Controls

Since ~~August~~ August��1990, there have been no exchange controls in Peru and all foreign exchange transactions are based on free market exchange rates. Prior to August 1990, the Peruvian foreign exchange market consisted of several alternative exchange rates. Additionally, during the 1990s, the Peruvian currency has experienced a significant number of large devaluations, and Peru has consequently adopted, and operated under, various exchange rate control practices and exchange rate determination policies, ranging from strict control over exchange rates to market determination of rates. Current Peruvian regulations on foreign investment allow the foreign holders of equity shares of Peruvian companies to receive and repatriate 100 percent of the cash dividends distributed by such companies. Such investors are allowed to purchase foreign exchange at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction.

Taxation

The following summarizes the material Peruvian and United States tax consequences under present law of the purchase, ownership and disposition of ADSs or Common Shares. The discussion is not a full description of all tax considerations that may be relevant to a decision to purchase ADSs or Common Shares. In particular, this discussion deals only with holders that hold ADSs or Common Shares as capital assets and that have the U.S. Dollar as their functional currency. The summary does not address the tax treatment of certain investors that may be subject to special tax rules, such as banks, securities dealers, insurance companies, tax-exempt entities, persons that will hold ADSs or Common Shares as a position in a “straddle” or “conversion transaction” for tax purposes and holders of ten percent or more of our voting shares. There is no tax treaty currently in effect between Peru and the United States, except for a treaty to exchange tax information. The information to be exchanged is defined in such treaty as any data or declaration that may be relevant or essential to the administration and application of taxes. Accordingly, the discussions below of Peruvian and U.S. tax considerations are based on the domestic law of each of Peru and the United States which are subject to change and possibly with retroactive effect.

~~169~~165

As used herein, “Peruvian holder” means an owner of ADSs or Common Shares that is (i) an individual domiciled in Peru, (ii) a business entity created under the laws of Peru, or (iii) a Peruvian branch, agency or permanent establishment of a non-Peruvian individual or entity. “U.S. Holder” means a beneficial owner of ADSs or Common Shares that is (i) a United States citizen or resident, (ii) a domestic corporation or partnership, (iii) a trust subject to the control of a U.S. fiduciary and the primary supervision of a U.S. court or (iv) estate the income of which is subject to United States Federal income taxation regardless of its source.

Peruvian Tax Considerations

Cash Dividends and Other Distributions

Cash dividends paid with respect to the Common Shares and amounts distributed with respect to ADSs are currently subject to Peruvian withholding income tax, at a rate of 4.1 percent of the dividend paid, when the dividend is paid to shareholders that are: (i) individuals, whether domiciled or non-domiciled in Peru or (ii) non-domiciled companies or entities. Distributions of additional Common Shares representing profits, distribution of shares which are not distribution of earnings or profits, as well as distribution of preemptive rights with respect to Common Shares that are made as part of a pro rata distribution to all shareholders generally will not be subject to Peruvian income or withholding taxes.

Capital Gains

Pursuant to Article 19, paragraph l, item 1, of the Peruvian Income Tax Law, as amended by Legislative Decree 945 effective since January 1, 2004, and by Legislative Decree 970 effective since January 1, 2007, and by Legislative Decree 972, as amended by Law 29308, effective since January 1, 2009, capital gains resulting from the sale or other disposition of ADSs or Common Shares are exempted from Peruvian income tax if (i) in the case of individuals, the transaction is effected on or before December 31, 2009; and (ii) in the case of shareholders other than individuals, the transaction is effected on a Peruvian stock exchange (floor session) on or before December 31, 2009. Therefore, capital gains resulting from the sale or other disposition of ADSs or Common Shares are exempted from Peruvian income tax if the seller is an individual and the transaction is effected on or before December 31, 2009 or, if the seller is not an individual, the transaction is effected on a Peruvian stock exchange (floor session) on or before December 31, 2009. There is no assurance that this exemption will be extended beyond December 31, 2009.

An entity organized in Peru will be subject to Peruvian tax on capital gains from any sale on or before December 31, 2009 not effected on a Peruvian stock exchange. The amount of any taxable capital gain will be the excess of the sale price of the Common Shares over the price of Common Shares when acquired by the holder.

~~170~~

With respect to any sale on or before December 31, 2009, an individual holder will be taxed on capital gains from the sale or other disposition of Common Shares only if (a) such individual (i) in the case of an individual domiciled in Peru, “habitually transacts in shares or other securities” or (ii) in the case of an individual not domiciled in Peru, “habitually transacts in shares issued by Peruvian companies” and (b) the sale of such shares is not effected on a Peruvian stock exchange. For this purpose, an individual “habitually transacts in shares or other securities” if such person makes at least ten purchases and at least ten sales of shares or other securities during the taxable year, being “habitual” upon the eleventh sale. The amount of any taxable gain will be the excess of the sale price of the Common Shares over the price of Common Shares when acquired by the holder.

~~Sales effected after December 31, 2009~~

Legislative Decree 972, published on March 10, 2007, as amended by Law 29308, published on December 31, 2008 and effective since January 1, 2009, amended the Peruvian Income Tax Law. According to the amendments, capital gains resulting from the sale or other disposition of ADSs or Common Shares effective after December 31, 2009 shall be subject to Peruvian income tax, either if the transferor is an individual or a legal entity, domiciled or not domiciled in Peru, if the sale is effected on a Peruvian stock exchange or not, or if the sale is effected in Peru or outside Peru. Article 2 of the Peruvian Income Tax Law, as amended by Legislative Decree 945 defines: (i) capital gains as any revenue coming from the sale of capital assets; and (ii) capital assets as those assets whose purpose is not to be traded in the regular course of business of the owner of the assets. Article 2 of the Peruvian Income Tax Law also provides that the sale of shares and similar securities is an operation which produces capital gains.

~~An entity~~Pursuant to the Peruvian Income Tax Law, regardless of whether or not the transferor is domiciled in Peru, ~~will be subject to Peruvian tax on capital gains from any sale effected after December 31, 2009, whether effected on a Peruvian stock exchange or not, at~~ the ~~regular 30 percent corporate income tax rate. The~~ amount of any taxable capital gain ~~will~~shall be the excess of the sale price of the ~~Common Shares~~capital assets over the ~~price of Common Shares when acquired by the holder.~~taxable cost.

~~An entity not domiciled in Peru will be subject~~Effective up to ~~Peruvian tax on capital gains from any sale effected after~~ December 31, 2009, either effected on a Peruvian stock exchange or not, at a reduced 5 percent income tax rate, if the sale is effected in Peru. When the sale is effected outside Peru, the regular 30 percent income tax rate is applicable on capital gain. The amount of any capital gain will be the excess of the sale price of the Common Shares over the price of Common Shares when acquired by the holder.

~~An individual holder will be subject to 30 percent income tax rate on~~ capital gains from the sale or other disposition of Common Shares after December 31, 2009, if such individual (i) in the case of an individual domiciled in Peru, “habitually transacts in shares or other securities” or (ii) in the case of an individual not domiciled in Peru, “habitually transacts in shares issued by Peruvian companies.” For this purpose, an individual “habitually transacts in shares or other securities” if such person makes at least ten purchases and at least ten sales of shares or other securities during the taxable year, being “habitual” upon the eleventh sale. The amount of any capital gain will be the excess of the sale price of the Common Shares over the price of Common Shares when acquired by the holder.

If the individual holder is domiciled in Peru, any capital gain resulting from the first ten sales of shares or other securities issued by Peruvian companies effected during the taxable year, after December 31, 2009, shall be subject to the reduced effective 5 percent income tax rate (6.25 percent nominal income tax rate on the net capital gain, that is 80 percent of the gross capital gain) and any taxable capital gain resulting from the eleventh sale and from further sales during the taxable year, shall be subject to the corporate 30 percent income tax rate, being meaningless if the sale is effected in Peru or outside Peru.

If the individual holder is not domiciled in Peru, any capital gain resulting from the first ten sales of shares or other securities issued by Peruvian companies effected during the taxable year, after December 31, 2009, shall be subject to the reduced effective 5 percent income tax rate if the sale is effected in Peru. Any capital gain resulting from the first ten sales of shares issued by Peruvian company during the taxable year if effected outside Peru shall be subject to the corporate 30 percent income tax rate.

~~171~~

~~The transferor is required to calculate the capital gain~~ resulting from the sale or other disposition of ADSs or Common Shares, ~~registered~~issued by legal entities incorporated in Peru, were exempted from Peruvian income tax if (i) in the ~~Public Registry~~case of non-habitual individuals (i.e., individuals who do not frequently trade securities), the ~~Stock Market~~transaction was effected on or before December 31, 2009; and ~~traded~~(ii) in the case of shareholders other than individuals, the transaction was effected on a Peruvian stock ~~exchange. For shares acquired~~exchange (floor session) on or before ~~January 1, 2009, the acquisition price shall be established by the Reference Table based on the Peruvian stock exchange prices that will be published by the Ministry of Economy and Finance.~~December 31, 2009.

IfEffective January 1, 2010, capital gains resulting from the ~~transferor is an individual either domiciled~~sale or other disposition of ADSs or Common Shares issued by legal entities incorporated in Peru ~~or domiciled outside Peru or if~~are subject to Peruvian income tax. If the transferor is a legal entity not domiciled in Peru, the gross capital gain will be subject to a 5% Peruvian income tax if the transaction is effected on a Peruvian stock exchange (floor session) and to a 30% Peruvian income tax if the transaction is effected elsewhere. If the transferor is an individual not domiciled in Peru, the gross capital gain, in excess of a non taxable income of approximately US$6,300 per fiscal year, will be subject to a 5% Peruvian income tax if the transaction is effected on a Peruvian stock exchange (floor session) and to a 30% income tax if the transaction is effected elsewhere.

166

If the transferor is a legal entity domiciled in Peru, the capital gain will be treated as any other taxable income subject to the regular 30% annual income tax rate. If the transferor is an individual domiciled in Peru, net capital gains in excess of a non taxable income of approximately US$6,300 per fiscal year will be subject to a 6.25% annual income tax rate whether the transaction is effected on a Peruvian stock exchange or not and independent of how many transactions are effected by such individual. In this case, the 6.25% income tax rate will be applicable on the annual net capital gain, which is calculated by deducting from the annual gross capital gain the following (in the order listed): (i) the non taxable income of approximately the first US$6,300; (ii) 20 percent of the annual gross capital gain; and (iii) annual losses resulting from the sale or other disposition of shares during the same fiscal year.

If the transferor, either an individual or a legal entity, whether or not it is domiciled in Peru, acquired the ADSs or Common Shares that were exempt before January 1, 2010, as per a special provision of the Income Tax Law, the taxable cost will be the higher of either (i) the acquisition cost; (ii) the face or nominal value of the shares; or (iii) the stock market value at closing on December 31, 2009.

If the transferor, whether domiciled or not in Peru, acquires the ADSs or Common Shares on or after January 1, 2010, the taxable cost will be: (i) in the case of shares that were purchased by the transferor, the acquisition price paid for the shares; (ii) in the case of shares received by the transferor as a result of a capital stock increase because of a capitalization of net profits, the face or nominal value of such shares; and, (iii) in the case of other shares received free of any payment, the stock market value of such shares if listed on a Peruvian stock exchange or, if not, the face or nominal value of such shares. The taxable cost will be established in accordance with these same rules if the ADSs or Common Shares were acquired before January 1, 2010 and, as of December 31, 2009, the acquired shares were exempt, whether the transferor is an individual or a legal entity and regardless of whether or not it is domiciled in Peru. When the transferor has acquired or received the shares through any of the acquisition alternatives previously mentioned or through other opportunities, the taxable cost will be established by its weighted average cost.

If the transferor is not domiciled in Peru, the Peruvian income tax on capital gains will be paid within the first twelve working days of the month following the receipt of the sale price by the non-domiciled transferor if (i) the sale is effected on a Peruvian stock exchange, in which case the 5% Peruvian income tax rate is applicable; or (ii) if the sale is effected elsewhere, but the purchaser is not domiciled in Peru, in which case the 30% Peruvian income tax rate is applicable. If the purchaser is domiciled in Peru and the sale is not peformed on a Peruvian stock exchange, the purchaser will act as withholding agent and will withhold the 30% Peruvian income tax rate from the purchase price and pay it directly to the Tax Authority.

If the transferor is domiciled in Peru, such transferor takes sole responsibility for its Peruvian income tax on capital gains resulting from the sale or other disposition of ADSs or Common Shares, shall be withheld by the purchaser from the purchase price and paid directly to the Tax Authority. It is expected that new provisions will be enacted to ensure the tax withholding responsibility when the transaction is effectiveregardless of whether such securities are listed on a Peruvian stock ~~exchange. However there is no assurance that the expected new provisions will not affect the sale~~exchange or ~~other disposition of ADSs or Common Shares traded on the Peruvian stock exchange. If the transferor is a legal entity domiciled in Peru there is no withholding tax responsibility.~~elsewhere.

Other Considerations

No Peruvian estate or gift taxes are imposed on the gratuitous transfer of ADSs or Common Shares. No stamp, transfer or similar tax applies to any transfer of Common Shares, except for commissions payable by seller and buyer to the Lima Stock Exchange (0.15 percent of value sold), fees payable to CONASEV (0.05 percent of value sold), brokers’ fees (about 0.05 percent to 1 percent of value sold) and added taxes (at the rate of 19 percent) on commissions and fees. Any investor who sells its Common Shares on the Lima Stock Exchange will incur these fees and taxes upon purchase and sale of the Common Shares.

167

United States Federal Income Tax Considerations

Assuming the obligations contemplated by the Amended and Restated Deposit Agreement are being performed in accordance with its terms, holders of ADSs (or ADRs evidencing ADSs) generally will be treated for United States federal income tax purposes as the owners of the Common Shares represented by those ADSs.

Cash Dividends and Other Distributions

Cash dividends paid with respect to Common Shares or Common Shares represented by ADSs generally are includible in the gross income of a U.S. Holder as ordinary income. Dividends generally are treated as foreign source income. Dividends paid to a U.S. Holder that is a corporation are not eligible for the dividends received deduction available to corporations. Under current law, a maximum 15 percent U.S. tax rate is imposed on the dividend income of an individual U.S. holder with respect to dividends paid by a domestic corporation or “qualified foreign corporation” if certain holding period requirements are met. A qualified foreign corporation generally includes a foreign corporation if (i) its shares are readily tradable on an established securities market in the U.S. or (ii) it is eligible for benefits under a comprehensive U.S. income tax treaty. Clause (i) will apply with respect to ADSs if such ADSs are readily tradable on an established securities market in the U.S. The ADSs are traded on the New York Stock Exchange. As a result, we believe that we should be treated as a qualified foreign corporation and, therefore, dividends paid to an individual U.S. holder with respect to ADSs for which the minimum holding period requirement is met should be taxed at a maximum rate of 15 percent. The maximum 15 percent tax rate is effective with respect to dividends included in income during the period beginning on or after January 1, 2003, and ending December 31, 2010. Dividends paid in Nuevos Soles are includible in a United States dollar amount based on the exchange rate in effect on the date of receipt (which, in the case of ADSs, will be the date of receipt by the Depositary) whether or not the payment is converted into U.S. Dollars at that time. Any gain or loss recognized upon a subsequent sale or conversion of the Nuevos Soles for a different amount of U.S. Dollars will be United States source ordinary income or loss. Distributions to U.S. Holders of additional Common Shares or preemptive rights with respect to Common Shares that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax but in other circumstances may constitute a taxable dividend.

~~172~~

A U.S. Holder will be entitled to a foreign tax credit for Peruvian taxes imposed by withholding or otherwise, subject to generally applicable limitations and restrictions. In the case of U.S. individuals for whom the reduced rate of tax on dividends applies, such limitations and restrictions will appropriately take into account the rate differential under rules similar to section 904(b)(2)(B) of the Internal Revenue Code. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisors regarding their application to the particular circumstances of such holder.

A non-U.S. Holder generally is not subject to United States Federal income or withholding tax on dividends paid with respect to Common Shares or Common Shares represented by ADSs, unless such income is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States.

168

Capital Gains

U.S. Holders will recognize capital gain or loss on the sale or other disposition of ADSs or Common Shares (or preemptive rights with respect to such shares) held by the U.S. Holder or by the Depositary. U.S. Holders will not recognize gain or loss on deposits or withdrawals of Common Shares in exchange for ADSs or on the exercise of preemptive rights. Any gain recognized by a U.S. Holder generally will be treated as United States source income. Consequently, in the case of a disposition of Common Shares or ADSs in a transaction subject to Peruvian tax, the U.S. Holder may not be able to claim the foreign tax credit for any Peruvian tax imposed on the gain unless it has sufficient foreign source income from other sources against which it can apply the credit. Generally, gain or loss will be a long-term capital gain or loss if the U.S. Holder’s holding period for such Common Shares or ADSs exceeds one year. Long-term capital gain for an individual U.S. Holder is generally subject to a reduced rate of tax. With respect to sales occurring on or after May 6, 2003, but before January 1, 2011, the long-term capital gain tax rate for an individual U.S. Holder is 15 percent. For sales occurring ~~before May 6, 2003, or~~ after December 31, 2010, under current law the long-term capital gain rate for an individual U.S. Holder is 20 percent.

A non-U.S. Holder of ADSs or Common Shares will not be subject to United States income or withholding tax on gain from the sale or other disposition of ADSs or Common Shares unless (i) such gain is effectively connected with the conduct of a trade or business within the United States or (ii) the non-U.S. Holder is an individual who is present in the United States for at least 183 days during the taxable year of the disposition and certain other conditions are met.

Passive Foreign Investment Company

We believe that we are not and will not become a passive foreign investment company for United States Federal income tax purposes. A foreign corporation is a passive foreign investment company, or PFIC, in any taxable year in which, after taking into account the income and assets of certain subsidiaries pursuant to the applicable look-through rules, either (i) at least 75 percent of its gross income is passive income or (ii) at least 50 percent of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income.

~~173~~

If we were a PFIC in any year during which a U.S. Holder owned ADSs or Common Shares, we would not be treated as a “qualified foreign corporation” for purposes of qualifying dividends paid to a U.S. Holder for the preferential 15 percent maximum U.S. tax rate noted above and the U.S. Holder would be subject to additional taxes on any excess distributions received from us and any gain realized from the sale or other disposition of ADSs or Common Shares (regardless of whether we continued to be a PFIC). A U.S. Holder has an excess distribution to the extent that distributions on ADSs or Common Shares during a taxable year exceed 125 percent of the average amount received during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the ADSs or Common Shares). To compute the tax on an excess distribution or any gain, (i) the excess distribution or the gain is allocated ratably over the U.S. Holder’s holding period for the ADSs or Common Shares, (ii) the amount allocated to the current taxable year is taxed as ordinary income and (iii) the amount allocated to other taxable years is taxed at the highest applicable marginal rate in effect for each year and an interest charge is imposed to recover the deemed benefit from the deferred payment of the tax attributable to each year.

If we were a PFIC, U.S. holders of interests in a holder of ADSs or Common Shares may be treated as indirect holders of their proportionate share of the ADSs or Common Shares and may be taxed on their proportionate share of any excess distribution or gain attributable to the ADSs or Common Shares. An indirect holder also must treat an appropriate portion of its gain on the sale or disposition of its interest in the actual holder as gain on the sale of the ADSs or Common Shares.

169

Information Reporting and Backup Withholding

Dividends in respect of the ADSs or Common Shares and the proceeds from the sale, exchange, or redemption of the ADSs or Common Shares may be reported to the United States Internal Revenue Service and a backup withholding tax may apply to such amounts unless the holder (i) is a domestic corporation (which may be required to establish its exemption by carrying its status on U.S. Internal Revenue Service Form W-9), (ii) in the case of a U.S. Holder other than a corporation, provides an accurate taxpayer identification number in the manner required by applicable law, (iii) in the case of a non-U.S. Holder, provides a properly executed U.S. Internal Revenue Service Form W-8BEN; or other successor Form, or (iv) otherwise establishes a basis for exemption. The amount of any backup withholding from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holder’s United States Federal income tax liability.

Dividends and Paying Agents

~~174~~

We are subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file annual reports and other information to the ~~Commission.~~SEC. These materials, including this Annual Report on Form 20-F and the exhibits hereto, may be inspected and copied at the ~~Commission’s~~SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the ~~Commission’s~~SEC’s regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279-0001. Copies of the materials may be obtained from the Public Reference Room of the ~~Commission~~SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the ~~Commission’s~~SEC’s Public Reference Room by calling the ~~Commission~~SEC in the United States at 1-800-SEC-0330. The ~~Commission~~SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the ~~Commission.~~SEC. Form 20-F reports and some of the other information submitted by us to the ~~Commission~~SEC may be accessed through this web site.

Subsidiary Information

Not applicable.

~~ITEM 11. Quantitative and Qualitative Disclosures About Market Risk~~

ITEM 11.

Quantitative and Qualitative Disclosures About Market Risk

The following discussion contains forward looking statements that are subject to risks and uncertainties, many of which are out of our control. Our primary market risks are related to fluctuations in the prices of gold, silver, zinc and lead. To a lesser extent, we are subject to market risk related to fluctuations in US$/Nuevo Sol exchange rates and to market risk related to interest rate fluctuation on our cash balances.

170

Commodity Contracts

Gold, silver, lead and copper hedging and sensitivity to market price

Our revenues and expenses are to a great extent influenced by world market prices for gold, copper, silver, zinc and lead that fluctuate widely and over which we have no control. Until 1998, we pursued a limited economic hedging and options strategy, locking in metals prices on a medium-term basis when we considered market prices attractive. However, in 1998 we adopted a new hedging strategy, in order to focus on long-term position-taking on the price of precious metals.

~~In October 2004 our Board of Directors issued a mandate not to enter into new hedging transactions. To avoid future fluctuations in the consolidated results of operations, since~~Between 2003 and 2008, we ~~have been modifying~~modified the terms of certain ~~gold~~ derivative instruments in order to qualify them as normal sales ~~contracts. In March 2006, we closed out all of our outstanding gold derivative~~ contracts ~~that were maintained as of December 31, 2005~~ and replaced them with sales contracts that require physical delivery of gold (normal sales) at fixed or maximum prices. On January 15, 2007, we modified the schedule of commitments of gold with two of our clients. As a consequence of this modification, we transferred 208,000 and 108,000 gold ounces that had been committed for 2007 and 2008, respectively, and committed them for sale in 2012 instead, without any cash disbursement. In March and May 2007, we negotiated with several counterparties to eliminate the fixed or maximum price component on determined commitments for a total of 971,000 gold ounces scheduled for delivery from 2008 to 2012, which required us to make aggregate payments of US$315.69 million. Additionally, from January to February 2008, we negotiated with several counterparties to eliminateeliminated the fixed or maximum price component on all of our outstanding gold ~~commitments, representing a total of 922,000 gold ounces, which~~commitments. These modifications required us to make aggregate payments of US$~~517.15 million.~~832.84 million during 2007 and 2008. As a result of these transactions, we are ~~fully exposed~~now completely unhedged as to the ~~effects of changes in prevailing market prices of~~price at which our gold and silver ~~and copper.~~will be sold. See “Item 3. Key Information—Risk Factors—Factors Relating to the Company—Prices of Gold, Silver and ~~Copper.~~Copper” and “—Hedging.”

As of May 31, ~~2009,~~2010, we had no fixed price commitments for the sale of our metals. ~~In 2006, we delivered 388,000 ounces of gold at an average price of US$338.94 as part of the sales contracts mentioned above. See further discussion in Note 29 to our Financial Statements.~~ As of May 31, ~~2009,~~2010, we had no silver derivative contracts or gold convertible put option contracts in place.

~~175~~

At El Brocal, we implemented a base metal hedging policy for a maximum of 25 percent of El Brocal’s total payable metal contained per year, for up to three years. As of March 31, ~~2009~~2010 all transactions entered have been forward pricing operations through non-delivery (Asian) ~~swaps.~~swaps and average price options through non-delivery zero cost (Asian) option collars. Outstanding hedging commitments for ~~2009~~2010 to 2011 amount to 1013 percent of payable metal and are as follows: (i) ~~5,200~~8,775 metric tons of copper at an average ~~price~~range of US$~~8,147~~5,667 to US$7,378 per metric ton, (ii) ~~14,300~~6,800 metric tons of lead at an average price of US$~~2,302~~2,454 per metric ton and (iii) ~~12,000~~3,900 metric tons of zinc at an average price of US$~~2,637~~2,520 per metric ton.

Yanacocha and Cerro Verde have informed us that they have generally not engaged in, and are currently not engaged in, gold or copper price hedging activities, such as forward sales or option contracts, to minimize their exposure to fluctuations in the prices of gold or copper.

Normal Sales

We had no normal sales contracts with fixed or capped prices outstanding at ~~April 30, 2009.~~May 31, 2010.

Foreign currency risk

We buy and sell our products and obtain capital facilities and investment in U.S. Dollars. The assets and liabilities in different currencies from the U.S. dollar (Nuevos Soles) are not significant. We estimate that the future exchange rate fluctuations of Peruvian currency versus the U.S. dollar will not significantly affect the results of our future operations.

Interest Rate Sensitivity

We reduce our exposure to the risks due to variations in interest rates by engaging in financial obligations and capital leasing with fixed interest rates. See Note 3029 to the Financial Statements. Consequently, we do not use derivative instruments to manage this risk and we do not expect to incur significant losses based on interest risks.

171

ITEM 12. Description of Securities Other Than Equity Securities

American Depositary Shares

~~Not applicable.~~The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. The following table summarizes the fees and expenses payable by holders of ADSs:

Persons depositing or withdrawing shares must pay:	For:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
	•	Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
US$.02 (or less) per ADS	•	Any cash distribution to ADS registered holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	•	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders
US$.02 (or less) per ADSs per calendar year	•	Depositary services
Registration or transfer fees	•	Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares
Expenses of the Depositary	•	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
	•	Converting foreign currency to U.S. dollars
Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	•	As necessary
Any charges incurred by the Depositary or its agents for servicing the deposited securities	•	As necessary

Fees Incurred in Past Annual Period

From January 1, 2009 to May 31, 2010, we received no fees from the Depositary related to our ADR facility, including continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

172

Fees to be Paid in the Future

The Depositary has agreed to reimburse us for expenses we incur that are related to establishment and maintenance expenses of the ADS program. The Depositary has agreed to reimburse us for our continuing annual stock exchange listing fees. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse us annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the Depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the Depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the Depositary collects from investors.

The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

PART II

ITEM 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

~~176~~

ITEM 15. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Evaluation of disclosure controls and procedures~~.

As of December 31, ~~2008,~~2009, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the United States Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as and when required.

173

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2008.~~2009. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control—Integrated Framework. Our management concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, ~~2008. Our independent registered public accounting firm has issued an attestation report on management’s assessment of internal control over financial reporting.~~2009.

Attestation Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Compañía de Minas Buenaventura S.A.A.

We have audited Compañía de Minas Buenaventura S.A.A.’s internal control over financial reporting as of December 31, ~~2008,~~2009, based on based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Compañía de Minas Buenaventura S.A.A.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s report. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~177~~

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

174

In our opinion, Compañía de Minas Buenaventura S.A.A. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2008,~~2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Compañía de Minas Buenaventura S.A.A. and subsidiaries as of December 31, ~~2008~~2009 and ~~2007,~~2008, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2008~~2009 of Compañía de Minas Buenaventura S.A.A. and subsidiaries and our report dated May ~~21, 2009,~~31, 2010, expressed an unqualified opinion thereon.

/S/ MEDINA, ZALDIVAR, PAREDES & ASOCIADOS

Countersigned by:

~~/S/ MARCO ANTONIO ZALDIVAR~~

/S/ MARCO ANTONIO ZALDÍVAR

Marco Antonio Zaldivar

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

Lima, Peru

May ~~21, 2009~~31, 2010

Changes in ~~internal controls~~.Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 16A.~~

ITEM 16A. Audit Committee Financial Expert

The Board of Directors has determined that Mr. Luis Coleridge Alcántara is the Audit Committee financial expert as defined in Item 16A of Form 20-F. The Board of Directors has also determined that Mr. Coleridge and each of the other members of the Audit Committee are “independent directors” as defined in Section 303A.02 of the NYSE’s Listed Company Manual.

~~178~~

~~ITEM 16B.~~

ITEM 16B. Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as well as all other employees. Our code of business conduct and ethics is posted on, and within five days following the date of any amendment or waiver we intend to disclose any amendments to or waivers from our code of business conduct and ethics on, our website which is located at http://~~www.buenaventura.com.~~www.buenaventura.com. The information on our website is not a part of, nor incorporated into, this document.

~~ITEM 16C.~~

175

ITEM 16C. Principal Accountant Fees and Services

The Audit Committee proposed at the General Meeting that Medina, Zaldivar, Paredes & Asociados, a member firm of Ernst & Young Global, be elected as the independent auditor for ~~2008.~~2009. Medina, Zaldivar, Paredes & Asociados has served as our independent public accountant for each of the fiscal years in the two-year period ended December 31, ~~2007~~2008 and ~~2008,~~2009, for which audited financial statements appear in this annual report on Form 20-F.

The following table presents the aggregate fees for professional services and other services rendered by Medina, Zaldivar, Paredes & Asociados for ~~2007~~2008 and ~~2008.~~2009.

	Year ended December 31,				Year ended December 31,
	2007		2008		2008		2009
Audit Fees	US$580,759		US$656,695		US$	656,695	US$	775,013
Audit-Related Fees		—		—
Tax Fees	US$131,092		US$154,264		US$	154,264	US$	205,545
Total	US$711,851		US$810,959		US$	810,959	US$	980,558

Audit Fees. Audit fees in the above table are the aggregate fees billed by Medina, Zaldivar, Paredes & Asociados in connection with the audit of our annual financial statements, the review of our quarterly financial statements and statutory and regulatory audits. In addition, the amounts in the above table includes fees that were incurred in connection with the audit of internal control over financial reporting in ~~2007~~2008 and ~~2008.~~2009.

Tax Fees. Tax fees in the above table are fees billed by Medina, Zaldivar, Paredes & Asociados in connection with review of income tax filings, transfer pricing studies and tax consultations.

Audit Committee Pre-approval Policies and Procedures

Our Audit Committee is responsible for the oversight of the independent auditor. The Audit Committee has adopted a policy regarding pre-approval of audit services provided by our independent auditors, or the Policy. In accordance with the Policy, the Audit Committee must pre-approve the provision of services by our independent auditor for all audit and non-audit services prior to commencement of the specified service. The requests for pre-approval are submitted to the Audit Committee by the Chief Financial Officer and following approval by audit committee members ~~and~~an engagement letter is executed. The Audit Committee approved all audit, tax and audit-related fees in ~~2008.~~2009.

~~179~~

ITEM 16D. Exemptions from the Listing Standards for Audit Committees

~~ITEM 16D.~~

~~Exemptions from the Listing Standards for Audit Committees~~Not applicable.

~~Not applicable.~~

~~ITEM 16E.~~

ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

For the year ended December 31, ~~2008,~~2009, neither we nor any person acting on our behalf made any purchase of our Common Shares.

~~ITEM 16F.~~

ITEM 16F. Change in Registrant’s Certifying Accountant

~~Application of this Item does not apply until our annual report for the fiscal year ending December 31, 2009.~~None.

~~ITEM 16G.~~

176

ITEM 16G. Corporate Governance

There are significant differences in the corporate governance practices followed by us as compared to those followed by United States domestic companies under the New York Stock Exchange, or NYSE, listing standards. The NYSE listing standards provide that the board of directors of a United States domestic listed company must consist of a majority of independent directors and that certain committees must consist solely of independent directors. Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of the members of the board of directors be independent.

The listing standards for the NYSE also require that United States domestic companies have an audit committee, a nominating/corporate governance committee and a compensation committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Peruvian corporate governance practices permit the Board of Directors of a Peruvian company to form special governance bodies in accordance with the needs of such company and do not require that these special governance bodies be composed partially or entirely of independent directors. We maintain three committees, which include the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. Our Board of Directors has determined that our Audit Committee is composed entirely of independent directors, as defined in the NYSE’s Listed Company Manual.

The NYSE’s listing standards also require United States domestic companies to adopt and disclose corporate governance guidelines. In July 2002, CONASEV and a committee composed by regulatory agencies and associations prepared and published a list of suggested corporate governance guidelines called “Principles of Good Governance for Peruvian Companies.” These principles are disclosed on the CONASEV’s website at http://~~www.conasev.gob.pe.~~www.conasev.gob.pe. Our code of business conduct and ethics establishes our principles of good corporate governance and, as indicated in “Item 16B. Code of Ethics,” is posted on our website.

PART III

~~ITEM 17.~~

ITEM 17. Financial Statements

Not applicable.

~~180~~

~~ITEM 18.~~

ITEM 18. Financial Statements

Please refer to Item 19.

~~181~~177

~~ITEM 19.~~

ITEM 19. Exhibits

		Page

(a) Index to Financial Statements and Schedules

COMPAÑIA DE MINAS BUENAVENTURA S.A.A. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm		~~F-4~~F-3
Consolidated financial statements
Consolidated balance sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-6~~F-4
Consolidated statements of income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-7~~F-5
Consolidated statements of changes in shareholders’ equity for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-8~~ F-6
Consolidated statements of cash flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-9~~ F-7
Notes to the consolidated financial statements		~~F-11~~ F-9

MINERA YANACOCHA S.R.L.

Report of the Independent Registered Public Accounting Firm		~~F-92~~ F-75
Consolidated financial statements
Consolidated statements of income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-93~~ F-76
Consolidated balance sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-94~~ F-77
Consolidated statements of cash flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-95~~ F-78
Consolidated statements of changes in partners’ equity for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-96~~ F-79
Notes to the consolidated financial statements		~~F-97~~ F-80

SOCIEDAD MINERA CERRO VERDE S.A.A.

Report of the Independent Registered Public Accounting Firm		~~F-124~~F-102
Financial statements
Balance sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-126~~ F-103
Statements of income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009	F-104
Statements of changes in Sharesholders’ Equity for the years ended December 31, 2007, 2008 and 2009	~~F-125~~ F-105
Statements of cash flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009	F-106
	~~F-128~~
~~Statements of changes in Partners’ Equity for the years ended December 31, 2006, 2007 and 2008~~		~~F-127~~
Notes to the financial statements	F-108
	~~F-130~~
(b) Index to Exhibits

~~(b) Index to Exhibits~~

	1.1	By-Laws (Estatutos) of Compañía de Minas Buenaventura S.A.A., as amended April 30, 2002 (incorporated by reference from Compañía de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2002, filed on June 25, 2003).

	1.2	By-Laws (Estatutos) of Minera Yanacocha S.R.L., as amended October 18, 1999 (incorporated by reference from Compañía de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2002, filed on June 25, 2003).

~~182~~178

	4.1	Shareholders Agreement among SMM Cerro Verde Netherlands B.V., Sumitomo Metal Mining Co., Ltd., Sumitomo Corporation, Summit Global Management B.V., ~~Compañ~~Compañía de Minas Buenaventura S.A.A., Cyprus Climax Metals Company, Phelps Dodge Corporation and Sociedad Minera Cerno Verde S.A.A. dated June 1, 2005 (incorporated by reference from ~~Compañ~~Compañia de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2005, filed on June 6, 2006).

	4.2	Term Loan Agreement, dated as of May 21, 2008, among ~~Compañ~~Compañía de Minas Buenaventura S.A.A., as borrower, ~~Compañ~~Compañía de Minera Condesa S.A., as guarantor, Banco de Credito del Peru, as administrative agent, Banco de Credito del Peru, as collateral agent, and each lender party thereto (incorporated by reference from ~~Compañ~~Compañia de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2007, filed on July 15, 2008).

	4.3	Consent and Amendment, dated as of January 23, 2009 by and among ~~Compañ~~Compañía de Minas Buenaventura S.A.A., as borrower, ~~Compañ~~Compañía de Minera Condesa S.A., as guarantor, Banco de Credito del Peru, as administrative agent, Banco de Credito del Peru, as collateral agent, and each lender party ~~thereto. †~~thereto (incorporated by reference from Compañia de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2008, filed on June 5, 2009).

	11	Code of Conduct and Ethics (incorporated by reference from Compañía de Minas Buenaventura S.A.A. Annual Report on Form 20-F for the year ended December 31, 2002, filed on June 25, 2003).

	12.1	Certification of Chief Executive Officer of Compañía de Minas Buenaventura S.A.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

	12.2	Certification of Chief Financial Officer of Compañía de Minas Buenaventura S.A.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

	13.1	Certification of Chief Executive Officer of Compañía de Minas Buenaventura S.A.A. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

	13.2	Certification of Chief Financial Officer of Compañía de Minas Buenaventura S.A.A. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

† Filed herewith.

~~183~~179

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

COMPAÑÍA DE MINAS BUENAVENTURA S.A.A.

By:	/S/ CARLOS E. GÁLVEZ PINILLOS
	Carlos E. Gálvez Pinillos
	Chief Financial Officer

Dated: June ~~5, 2009~~11, 2010

~~184~~180

Index to the Financial Statements

		Page

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

Report of Independent Registered Public Accounting Firm		F-3
Consolidated financial statements

Consolidated Balance Sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-5~~F-4

Consolidated Statements of Income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-6~~F-5
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-7~~F-6
Consolidated Statements of Cash Flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-8~~F-7
Notes to the Consolidated Financial Statements		~~F-10~~F-9

Minera Yanacocha S.R.L.

Report of the Independent Registered Public Accounting Firm		~~F-90~~F-75
Consolidated Financial Statements

Consolidated Statements of Income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-91~~F-76
Consolidated Balance Sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-92~~F-77
Consolidated Statements of Cash Flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-93~~F-78
Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-94~~F-79
Notes to the Consolidated Financial Statements		~~F-95~~F-80

Sociedad Minera Cerro Verde S.A.A

Report of Independent Registered Public Accounting Firm		~~F-121~~F-102
Financial statements

Balance Sheets as of December 31, ~~2007~~2008 and ~~2008~~2009		~~F-122~~F-103
Statements of Income for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-123~~F-104
Statements of Changes in Shareholders’ Equity for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-124~~F-105
Statements of Cash Flows for the years ended December 31, ~~2006,~~ 2007, 2008 and ~~2008~~2009		~~F-125~~F-106
Notes to the Financial Statements		~~F-127~~F-108

F-1

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

Consolidated Financial Statements as of December 31, 2009, 2008

~~2007~~ and ~~2006,~~2007, together with the Report of Independent Registered Public Accounting Firm

Contents

Report of Independent Registered Public Accounting Firm	F-3

Consolidated Financial Statements

Consolidated Balance ~~Sheets~~Sheet	~~F-5~~	F-4

Consolidated ~~Statements~~Statement of Income	~~F-6~~	F-5

Consolidated Statements of Changes in ~~Shareholders’~~Shareholders' Equity	~~F-7~~	F-6

Consolidated ~~Statements~~Statement of Cash Flows	~~F-8~~	F-7

Notes to the Consolidated Financial Statements	~~F-10~~	F-9

F-2

ERNST & YOUNG	Medina, Zaldivar, Paredes
	& Asociados Sociedad Civil

R~~eport~~Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Stockholders~~Shareholders of Compañía de Minas Buenaventura S.A.A.

We have audited the accompanying consolidated balance ~~sheets~~sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian corporation) and subsidiaries (together the ~~"Company"~~“Company”) as of December 31, ~~2008~~2009 and ~~2007~~2008 and the related consolidated statements of income, changes in shareholders’ equity and cash flows ~~for each of~~ the ~~three~~ years ~~in the period~~ ended December 31, ~~2008.~~2009, 2008 and 2007, as well was a summary of significant accounting policies and other explanatory notes. 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 have not audited the financial statements as of December 31, 2009, 2008 ~~2007~~ and ~~2006 and for the three years then ended~~2007 of Minera Yanacocha S.R.L (an ~~affiliate~~associate in which the Company has a 43.65% interest through its subsidiary, Compañía Minera Condesa S.A.) ~~and the financial statements as of December 31, 2006 and for the year then ended of Sociedad Minera Cerro Verde S.A.A. (an affiliate in which the Company has a 19.05% interest)~~. Those statements were audited by other auditors whose reports were furnished to us and our opinion, insofar as it relates to the amounts included for Minera Yanacocha S.R.L. ~~and Sociedad Minera Cerro Verde S.A.A. (for the year 2006)~~, is based solely on the reports of the other auditors. In the ~~accompanying~~consolidated financial statements of the Company, the investment in Minera Yanacocha S.R.L. amounts to US$746.1 and US$528.3 ~~million~~ as of December 31, 2009 and 2008, ~~(US$577.5 million as of December 31, 2007)~~respectively and the share in the net income of this entity amounts to US$~~208.33 million for the 2008 (US$98.3 million for the year 2007~~317.7, US$208.3 and US$~~232.4 million for 2006). The investment in Sociedad Minera Cerro Verde S.A.A. amounts to US$231.6~~98.3 million as of December 31, ~~2006~~2009, 2008 and ~~the share in the net income amounts to US$82.3 million for the year then ended.~~2007, respectively.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from 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 other auditors provide a reasonable basis for our opinion.

In our opinion, based on our ~~audits~~audit and the reports of ~~the~~ other auditors on 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, ~~2008~~2009 and ~~2007,~~2008, and the consolidated results of their operations and their cash flows for ~~each of~~ the ~~three~~ years ~~in the period~~ ended December 31, 2009, 2008 and 2007, in conformity with accounting principles generally accepted in Peru, which differ in certain respects from U.S. generally accepted accounting principles (see notes 33 and 34 to the consolidated financial statements).

~~F-3~~

~~Report of Independent Registered Public Accounting Firm~~ ~~(continued)~~

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Compañía de Minas Buenaventura S.A.A.´’s internal control over financial reporting as of December 31, ~~2008,~~2009, based on criteria established in Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated ~~April 30, 2009~~May 31, 2010 expressed an unqualified opinion thereon.

Lima, Peru,

May ~~21, 2009~~31, 2010

Countersigned by:

~~/s/ MARCO ANTONIO ZALD~~Í

/S/ MARCO ANTONIO ZALDÍVAR
Marco Antonio Zaldívar
C.C.P.A. Register No. 12477

F-3

~~Marco Antonio Zaldívar~~

~~C.P.C Register No. 12477~~

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

Consolidated Balance Sheet

As of December 31, 2009 and 2008

	Note	2009		2008
		US$(000)		US$(000)
Assets
Current assets
Cash, banks and time deposits	4		714,454		554,752
Trade accounts receivable, net	5		122,950		65,666
Other accounts receivable, net			14,346		23,248
Accounts receivable from associates	32		21,866		13,111
Embedded derivatives for concentrates sales	28		4,838		-
Current portion of derivative financial instruments	28		-		52,873
Inventory, net	6		44,987		43,489
Current portion of prepaid taxes and expenses	7		14,368		35,573
Total current assets			937,809		788,712
Other long-term accounts receivable			1,457		1,370
Prepaid taxes and expenses	7		10,787		5,622
Derivative financial instruments	28		-		21,464
Investment in shares	8		1,126,167		882,947
Mining concessions and property, plant and
equipment, net	9		351,784		257,795
Development costs, net	10		91,633		99,937
Deferred income tax and workers’ profit sharing asset	25		261,877		242,148
Other assets			5,045		1,929
Total assets			2,786,559		2,301,924

	Note	2009			2008
		US$(000)			US$(000)

Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable	12		58,233			36,589
Income tax payable			20,528			4,561
Current portion of other liabilities	13		87,125			64,817
Embedded derivatives for concentrates sales	28		292			9,953
Derivative financial instruments liability	28		1,468			-
Current portion of long-term debt	14		79,452			98,190
Total current liabilities			247,098			214,110
Other long-term liabilities	13		102,053			88,981
Long-term debt	14		150,555			229,105
Derivative financial instruments liability	28		5,375			-
Deferred income tax and workers’ profit sharing liability	25		18,158			32,981
Total liabilities			523,239			565,177
Shareholders’ equity, net	15
Capital stock, net of treasury shares for US$62,622,000 in 2009 and 2008			750,540			750,540
Investment shares, net of treasury shares for US$142,000 in 2009 and 2008			2,019			2,019
Additional paid-in capital			225,978			225,978
Legal reserve			112,363			53,007
Other reserves			269			269
Retained earnings			1,011,077			517,583
Cumulative translation loss			(34,075	)		(34,075	)
Unrealised gain (loss) on valuation of hedge derivative
financial instruments, net			(4,591	)		16,162
Cumulative unrealised gain on other investments			675			118
			2,064,255			1,531,601
Minority interest			199,065			205,146
Total shareholders’ equity, net			2,263,320			1,736,747
Total liabilities and shareholders’ equity, net			2,786,559			2,301,924

The accompanying notes are an integral part of the consolidated balance sheet.

F-4

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

Consolidated ~~Balance Sheets~~Statement of Income

~~As of~~For the years ended December 31, 2009, 2008 and 2007

Note 2008 2007
US$(000) US$(000)

Assets

Current assets

Cash, banks and time deposits 4 554,752 381,612

Current portion of derivative financial instruments 28 52,873 2,929

Trade accounts receivable, net 5 65,666 107,540

Other accounts receivable, net 23,040 7,760

Accounts receivable from affiliates 32 13,111 14,420

Inventory, net 6 43,472 35,149

Current portion of prepaid taxes and expenses 7 35,573 16,032

Total current assets 788,487 565,442

Other long-term accounts receivable 1,370 1,451

Prepaid taxes and expenses 7 5,622 5,338

Derivative financial instruments 28 21,464 5,035

Investment in shares 8 882,947 932,420

Mining concessions and property, plant and equipment, net
9 247,298 244,992

Development costs, net 10 110,014 84,187

Deferred income tax and workers´profit sharing asset, net 25 209,167 141,118

Other assets 1,929 1,486

Total assets 2,268,298 1,981,469

	Note	2009			2008			2007
		US$(000)			US$(000)			US$(000)
Operating income
Net sales	17		819,357			766,603			747,021
Royalty income	32		62,150			48,760			34,014
Revenue associated with performance on executory gold delivery contracts			-			-			5,393
Total income			881,507			815,363			786,428
Operating costs
Cost of sales, without considering depreciation and amortization	18		280,342			251,804			182,007
Depreciation and amortization			73,536			62,993			49,550
Exploration in units in operation	19		68,649			57,003			37,828
Total operating costs			422,527			371,800			269,385
Gross income			458,980			443,563			517,043
Operating expenses
General and administrative expenses	20		88,760			34,907			59,205
Royalties	22		39,646			35,694			33,978
Exploration in non-operating areas	21		30,005			55,231			46,407
Selling			10,047			15,386			10,818
Provision for impairment of long-term assets	11		3,325			18,610			-
Total operating expenses			171,783			159,828			150,408
Operating income before unusual item			287,197			283,735			366,635
Net loss from release of commitments in commercial contracts	17(a)		-			(415,135	)		(185,922	)
Operating income (loss) after unusual item			287,197			(131,400	)		180,713
Other income (expenses), net
Share in associated companies, net	8(b)		451,306			340,929			249,555
Interest incomes	23		6,117			17,851			11,772
Gain (loss) on currency exchange difference			1,457			(12,198	)		5,190
Gain on change in the fair value of gold certificates			-			-			5,126
Interest expenses	23		(15,090	)		(33,934	)		(8,614	)
Other, net	24		2,553			(9,290	)		(8,686	)
Total other income, net			446,343			303,358			254,343
Income before workers´ profit sharing, income tax and minority interest			733,540			171,958			435,056
Provision for workers´ profit sharing, net	25(b)		(12,592	)		4,725			(19,931	)
Provision for income tax, net	25(b)		(64,340	)		26,645			(43,975	)
Net income			656,608			203,328			371,150
Net income attributable to minority interest			63,047			50,045			96,389
Net income attributable to Buenaventura			593,561			153,283			274,761
Basic and diluted earnings per share attributable to Buenaventura, stated in U.S. dollars	26		2.33			0.60			1.08
Weighted average number of shares outstanding considering stock split effect	26		254,442,328			254,442,328			254,442,328

Note 2008 2007
US$(000) US$(000)

Liabilities and shareholders’ equity, net

Current liabilities

Trade accounts payable 12 35,944 24,662
Income tax payable 4,561 15,349
Current portion of other current liabilities 13 64,817 96,823
Embedded derivatives for concentrates sales 28 9,953 5,984
Current portion of long-term debt 14 98,190 20,869

Total current liabilities 213,465 163,687

Other long-term liabilities 13 96,736 72,308
Long-term debt 14 229,105 63,250
Executory gold delivery contracts liability 17 - 102,008

Total liabilities 539,306 401,253

Shareholders’ equity, net 15
Capital stock, net of treasury shares for US$62,622,000 in 2008 and US$14,463,000 in 2007 750,540 173,930
Investment shares, net of treasury shares for US$142,000 in 2008 and US$37,000 in 2007 2,019 473
Additional paid-in capital 225,978 177,713
Legal reserve 53,007 37,679
Other reserves 269 269
Retained earnings 517,583 1,056,937
Cumulative translation loss (34,075 ) (34,075 )
Unrealized gain on valuation of derivative financial instruments, net 16,162 1,518
Cumulative unrealized gain on investments held at fair value 118 158
1,531,601 1,414,602
Minority interest 197,391 165,614

Total shareholders’ equity, net 1,728,992 1,580,216

Total liabilities and shareholders’ equity, net 2,268,298 1,981,469

~~The accompanying notes are an integral part of the consolidated balance sheet.~~

F-5

Compañía de Minas Buenaventura S.A.A and Subsidiaries

Consolidated ~~Statements~~Statement of ~~Income~~Changes in Shareholders’ Equity

For the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007

	Capital stock, net of treasury shares
	Number of shares outstanding		Common shares		Investment shares		Additional paid-in capital		Legal reserve		Other reserves		Retained earnings			Cumulative translation loss			Unrealised gain (loss) on valuation of hedge derivative financial instruments, net			Cumulative unrealised gain on other investments			Total			Minority interest			Total Equity
			US$(000)		US$(000)		US$(000)		US$(000)		US$(000)		US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Balance as of January 1, 2007		126,879,832		173,930		473		177,713		37,679		269		852,148			(34,075	)		-			932			1,209,069			91,437			1,300,506
Dividends declared and paid, note 15(d)		-		-		-		-		-		-		(69,972	)		-			-			-			(69,972	)		(26,199	)		(96,171	)
Net change in unrealised gain on available-for-sale financial assets		-		-		-		-		-		-		-			-			-			798			798			-			798
Realization of accumulated gain on financial instruments available for sale		-		-		-		-		-		-		-			-			-			(1,633	)		(1,633	)		-			(1,633	)
Net change in unrealised gain on hedge derivative financial instruments held by El Brocal, note 28		-		-		-		-		-		-		-			-			1,518			-			1,518			3,611			5,129
Net change in unrealised gain on other investments		-		-		-		-		-		-		-			-			-			61			61			-			61
Capitalization of debt to minority shareholder of Minasnioc		-		-		-		-		-		-		-			-			-			-			-			140			140
Other		-		-		-		-		-		-		-			-			-			-			-			236			236
Net income		-		-		-		-		-		-		274,761			-			-			-			274,761			96,389			371,150
Balance as of December 31, 2007		126,879,832		173,930		473		177,713		37,679		269		1,056,937			(34,075	)		1,518			158			1,414,602			165,614			1,580,216
Dividends declared and paid, note 15(d)		-		-		-		-		-		-		(50,888	)		-			-			-			(50,888	)		(37,275	)		(88,163	)
Capitalization of retained earnings, note 15(e)		-		576,610		1,546		48,265		-		-		(626,421	)		-			-			-			-			-			-
Shares issued as a result of stock split, note 15(f)		126,879,832		-		-		-		-		-		-			-			-			-			-			-			-
Net change in unrealised gain on hedge derivative financial instruments held by El Brocal, note 28		-		-		-		-		-		-		-			-			14,644			-			14,644			28,100			42,744
Net change in unrealised loss on other investments		-		-		-		-		-		-		-			-			-			(40	)		(40	)		-			(40	)
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(9,093	)		(9,093	)
Capitalization of debt to minority shareholder of La Zanja, note 15(g)		-		-		-		-		-		-		-			-			-			-			-			7,755			7,755
Net income		-		-		-		-		-		-		153,283			-			-			-			153,283			50,045			203,328
Transfer to legal reserve, note 15(c)		-		-		-		-		15,328		-		(15,328	)		-			-			-			-			-			-
Balance as of December 31, 2008		253,759,664		750,540		2,019		225,978		53,007		269		517,583			(34,075	)		16,162			118			1,531,601			205,146			1,736,747
Dividends declared and paid, note 15(d)		-		-		-		-		-		-		(40,711	)		-			-			-			(40,711	)		(27,756	)		(68,467	)
Net change in unrealised gain on hedge derivative financial instruments held by El Brocal, note 28		-		-		-		-		-		-		-			-			(20,753	)		-			(20,753	)		(31,527	)		(52,280	)
Net change in unrealised gain on other investments		-		-		-		-		-		-		-			-			-			557			557			-			557
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(28,565	)		(28,565	)
Capitalization of debt to minority shareholder of La Zanja, note 15(g)		-		-		-		-		-		-		-			-			-			-			-			18,720			18,720
Net income		-		-		-		-		-		-		593,561			-			-			-			593,561			63,047			656,608
Transfer to legal reserve, note 15(c)		-		-		-		-		59,356		-		(59,356	)		-			-			-			-			-			-
Balance as of December 31, 2009		253,759,664		750,540		2,019		225,978		112,363		269		1,011,077			(34,075	)		(4,591	)		675			2,064,255			199,065			2,263,320

Note 2008 2007 2006
US$(000) US$(000) US$(000)

Operating income
Net sales 17 766,603 747,021 548,072
Revenue associated with performance on executory gold delivery contracts - 5,393 50,325
Royalty income 32 48,760 34,014 48,475

Total income 815,363 786,428 646,872

Operating costs
Cost of sales, without considering depreciation and amortization 18 251,804 182,007 149,309
Exploration in units in operation 19 57,003 37,828 38,264
Depreciation and amortization 62,993 49,550 38,844

Total operating costs 371,800 269,385 226,417

Gross income 443,563 517,043 420,455

Operating expenses
General and administrative expenses 20 34,907 59,205 36,639
Exploration in non-operating areas 21 55,231 46,407 36,190
Royalties 22 35,694 33,978 24,420
Provision for impairment of long-term assets 11 18,610 - -
Selling 15,386 10,818 5,928

Total operating expenses 159,828 150,408 103,177

Operating income before unusual item 283,735 366,635 317,278
Net loss from release of commitments in commercial contracts 17 (415,135 ) (185,922 ) -

Operating income (loss) after unusual item (131,400 ) 180,713 317,278

Other income (expenses), net
Share in affiliated companies, net 8(b) 340,929 249,555 313,168
Interest income 23 17,851 11,772 7,949
Gain (loss) on currency exchange difference (12,198 ) 5,190 (308 )
Gain (loss) on change in the fair value of gold certificates - 5,126 (4,861 )
Loss from change in the fair value of derivative financial instruments 28 - - (13,268 )
Interest expense 23 (33,934 ) (8,614 ) (5,948 )
Other, net 24 (9,290 ) (8,686 ) (19,502 )

Total other income, net 303,358 254,343 277,230

Income before workers´ profit sharing, income tax and minority interest 171,958 435,056 594,508

Provision for workers´profit sharing, net 25 4,725 (19,931 ) (14,271 )
Provision for income tax, net 25 26,645 (43,975 ) (64,033 )

Net income 203,328 371,150 516,204

Net income attributable to minority interest 50,045 96,389 88,147

Net income attributable to Buenaventura 153,283 274,761 428,057

Basic and diluted earning per share attributable to Buenaventura, stated in U.S. dollars 26 0.60 1.08 1.68

Weighted average number of shares outstanding considering stock split effect 26 254,442,328 254,442,328 254,442,328

The accompanying notes are an integral part of ~~these~~the consolidated ~~financial statements.~~balance sheet.

F-6

Compañía de Minas Buenaventura S.A.A and Subsidiaries

Consolidated ~~Statements~~Statement of ~~Changes in Shareholders’ Equity~~Cash Flows

For the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Operating activities
Proceeds from sales		738,501			781,116			722,887
Dividends received		213,845			413,602			159,037
Royalties received		52,474			50,550			30,713
Value Added Tax (IGV) recovered		32,387			-			13,235
Interest received		6,698			18,461			10,841
Payments to suppliers and third parties		(247,686	)		(270,206	)		(202,161	)
Payments to employees		(94,906	)		(111,110	)		(78,852	)
Payments for exploration activities		(92,479	)		(105,367	)		(75,084	)
Payments of royalties		(39,416	)		(41,401	)		(33,033	)
Income tax paid		(37,105	)		(41,360	)		(91,353	)
Payments of interest		(10,876	)		(26,622	)		(5,841	)
Settlement of gold certificates		-			-			135,189
Acquisition of gold certificates		-			-			(66,853	)
Release of commitments in commercial contracts		-			(517,143	)		(315,726	)
Net cash and cash equivalents provided by operating activities		521,437			150,520			202,999
Investment activities
Decrease (increase) in time deposits		22,725			56,023			(15,815	)
Proceeds from sale of plant and equipment		410			754			916
Additions to mining concessions and property, plant and equipment		(152,177	)		(71,252	)		(61,649	)
Disbursements for development activities		(10,969	)		(31,873	)		(31,681	)
Payments for purchase of investment shares		(37,936	)		(29,541	)		(1,563	)
Settlement in escrow account		-			177,811			-
Increase in escrow account		-			(177,811	)		-
Settlement (acquisition) of available-for-sale financial assets		-			-			55,715
Other investment activities		4,692			(481	)		-
Net cash and cash equivalents used in investment activities		(173,255	)		(76,370	)		(54,077	)
Financing activities
Payments of long-term debt		(97,288	)		(206,824	)		(1,487	)
Dividends paid		(40,711	)		(50,888	)		(69,972	)
Dividends paid to minority shareholders		(27,756	)		(37,275	)		(26,199	)
Proceeds from bank loans		-			510,000			55,237
Proceeds from long-term debt		-			450,000			85,000
Payments of bank loans		-			(510,000	)		(65,237	)
Net cash and cash equivalents provided by (used in) financing activities		(165,755	)		155,013			(22,658	)
Increase in cash and cash equivalents for the year, net		182,427			229,163			126,264
Cash and cash equivalents at beginning of year		532,027			302,864			176,600
Cash and cash equivalents at the end of year, note 4		714,454			532,027			302,864

F-7

Consolidated Statement of Cash Flows (continued)

Buenaventura - -

Buenaventura’s Income Tax Returns for the 2000 and 2003 periods have been audited by Tax Authorities. As a result of the aforesaid, the Tax Administration has issued assessments denying recognition of Buenaventura’s tax-loss carryforwards reported as of December 31, 2000 and ~~2003~~2003. To date, the Tax Administration has issued a resolution on the claim petition filed by the Company in which it does not recognize the Company’s tax-loss carryforward amounting to S/~~177,822,000 (US$51,828,000)~~67,263,000 (equivalent to US$23,266,000) and S/~~49,652,000 (US$14,472,000),~~18,224,000 (equivalent to US$6,304,000) to December 31, 2000 and 2003, respectively. The principal objection is against having considered certain non-taxable income – dividends and income originating from application of the equity accounting method – as taxable income for the purpose of determining tax-loss carryforwards. In ~~Management's~~the opinion of Management and its legal advisers, this interpretation has no legal basis, for which reason Buenaventura could obtain a favorable result in the tax claim procedure initiated against the above-mentioned assessments.

During the year 2007, the Tax Administration audited Buenaventura’s Income Tax Returns for the 2004 and 2005 ~~periods were audited by the Tax Administration.~~periods. As a consequence of the aforementioned, the Tax Administration issued assessments denying recognition of some deductions. To date, the Tax Administration has issued tax assessment resolutions by which it does not recognize deductions of S/~~92,274,000 (US$31,450,000) for~~77,921,000 (equivalent to US$26,953,000) in 2004 and S/119,785,000 ~~(US$40,827,000) for~~(equivalent to US$41,434,000) in 2005. The principal objection was against the recognition the deferred income from the sale of future production as taxable income when Buenaventura delivered the ounces of gold committed. In the opinion of Buenaventura’s Management and its legal advisers, this interpretation has no legal basis, for which reason Buenaventura would obtain a favorable result in the tax claim procedure initiated against the above-mentioned assessments.

Cedimin - -

Cedimin´s Income Tax Return for the 2002 period has been audited by the Tax Administration. As a result, the Tax Administration has issued assessments modifying the tax-loss carryforward declared by Cedimin. The principal objection is against having considered ~~Cedimin´s~~Cedimin’s loss of S/~~27,129,000~~27,130,000 (US$7,907,000) on the sale of Minera Huallanca S.A.C. and Minera Yanaquihua S.A shares as non-deductible. In the opinion of Cedimin´s Management, this interpretation has no legal basis, for which reason Cedimin would obtain a favorable result in the tax claim procedure initiated against the above-indicated assessment.

F-44

Notes to the Consolidated Financial Statements (continued)

Condesa - -

~~Condesa´s~~

Condesa’s Income Tax Returns for the 2000, 2001 and 2003 periods have been audited by the Tax Administration. As a result of the aforesaid, the Tax Administration has issued assessments reducing the tax-loss carryforwards from previous years, which Condesa had reported in those periods, by S/1,359,000 (US$396,000), S/16,087,000 (US$4,545,000) and S/ 13,892,000 (US$4,049,000) respectively. In addition, with respect to the 2001 Income Tax Return, the Tax Administration has issued a resolution determining a tax omission of S/1,153,000 (US$336,000) and a resolution imposing a fine of S/573,000 (US$167,000), mainly as consequence of the reduction of the tax loss originating from 2000. For these periods, the principal objection is against having considered non-taxable income (dividends) as taxable for purposes of determining the tax-loss carryforward. In the opinion of Condesa´s Management, this interpretation has no legal basis, for which reason Condesa would obtain a favorable result in the tax claim procedure initiated against the above-mentioned assessments.

~~F-54~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Sociedad Minera El Brocal S.A.A. -

~~The~~In 2006 the Tax Administration ~~has~~ audited the ~~Income Tax Returns of~~ Sociedad Minera El Brocal S.A.A. ~~(“El Brocal”) corresponding to~~(El Brocal) Income tax return for the ~~2000 and~~ 2003 ~~tax~~ period, ~~and issued Tax Assessments Resolutions amounting to S/ 2,112,000 and~~determining objections of S/2,292,000 ~~respectively, due~~ to ~~their objection to certain expense deductions in both periods.~~net income for the period for under-reporting sales by the improper deduction of freight and insurance on mineral exports. These objections were not accepted by El Brocal ~~has not accepted the aforementioned tax assessments~~ and ~~therefore, filed tax claims against them.~~are currently being protested. In the opinion of El ~~Brocal´s~~Brocal’s Management, this interpretation has no merit, for which reason there would be a favorable result in the ~~Tax Administration’s interpretation fails to have the necessary legal grounds and, consequently, the results of the tax claims are expected to be favorable to El Brocal.~~proceeding indicated.

(c)

As of December 31, ~~2008~~2009 and ~~2007,~~2008, the tax-loss carryforward determined by Buenaventura amounts to approximately S/~~1,694,130,000~~1,455,370,000 and S/~~486,168,000,~~1,695,299,000, respectively (equivalent to US$~~539,188,000~~503,414,000 and US$~~154,732,000)~~586,406,000), arising mainly from the release of ~~the~~ fixed prices in its commercial sales contracts. This loss can be used to offset ~~taxable~~net income obtained in subsequent ~~periods without expiration.~~periods. As allowed by the Income Tax Law, Buenaventura has chosen a system for offsetting this loss with an annual cap equivalent to 50 percent of net future taxable income, until exhausting this amount. The amount of the tax-loss carryforward is subject to the results of the audits mentioned in the previous paragraph (b).

Buenaventura has decided to recognize a deferred income tax asset insofar as there it is more likely than not that the tax-loss carryforward can be used to offset future net income.

(d)

For purposes of determining the Income Tax and Value Added Tax (IGV), the transfer prices for transactions with related companies and companies domiciled in territories with little or no taxation must be substantiated with documentation and information on the valuation methods used and the criteria considered for their determination. Based on analysis of the Company’s operations, the Company’s Management and its legal advisers believe that, as a result of the application of these standards, no material contingencies will arise for the Company as of December 31, 2009 and 2008.

~~F-55~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

17.	Net sales and sales commitments

The Company’s revenues are mostly from sales of gold and precious metals in the form of concentrates, including silver-lead, silver-gold, zinc and lead-gold-copper concentrates and ounces of gold.

The table below presents the net sales to customers by geographic ~~region:~~region and product type:

	2009			2008			2007
	US$(000)			US$(000)			US$(000)
Net sales by geographic region
Peru		376,483			356,309			346,704
America		344,065			173,898			219,220
Europe		44,588			153,701			97,960
Asia		30,627			41,197			66,540
Oceania		9,806			7,725			279
Africa		-			14,080			-
		805,569			746,910			730,703
Services rendered
Peru		12,182			19,693			16,318
Asia		1,606			-			-
		819,357			766,603			747,021

Net sales by product
Gold		413,989			360,682			285,321
Silver		235,023			238,679			224,455
Zinc		107,155			152,850			243,375
Lead		54,147			72,369			114,666
Copper		41,824			52,503			4,442
Coal		-			111			406
		852,138			877,194			872,665
Refinery charges and penalties		(93,590	)		(132,205	)		(133,330	)
Prior-period settlements		4,517			(15,513	)		(2,195	)
		763,065			729,476			737,140
Embedded derivatives from sale of concentrate		14,499			(3,969	)		(5,984	)
Hedging operations		28,005			21,403			(453	)
		805,569			746,910			730,703
Sale of services, powerand other minor items		13,788			19,693			16,318

		819,357			766,603			747,021

2008 2007 2006
US$(000) US$(000) US$(000)
Net sales by geographic region
Peru 356,309 346,704 294,375
America 173,898 219,220 70,196
Europe 153,701 97,960 86,919
Asia 41,197 66,540 57,497
Africa 14,080 - -
Oceania 7,725 279 23,459
746,910 730,703 532,446
Services rendered
Peru 19,693 16,318 15,626

766,603 747,021 548,072

The table below presents the net sales to customers by product type:

Net sales by product
Gold 319,643 270,016 125,838
Silver 18,547 14,471 5,157
338,190 284,487 130,995
Concentrates:
Gold 32,056 13,745 4,552
Silver 139,577 114,445 186,819
Zinc 112,353 174,980 169,215
Copper 34,792 3,339 577
Lead 89,942 139,707 40,288
408,720 446,216 401,451

Services rendered
Peru 19,693 16,318 15,626

766,603 747,021 548,072

~~F-56~~F-45

Notes to the Consolidated Financial Statements (continued)

(a)

In March and May of 2007, Buenaventura agreed with six of its customers upon the release of commitments to commercial contracts to sell 971,000 ounces of gold at fixed prices. This agreement to release the commitments in commercial contracts resulted in Buenaventura paying these customers US$315,726,000, with a charge to results for the period and reversing the ~~liability~~provision for ~~executory gold contracts~~deferred income from sale of future production held to these dates of US$129,804,000, with a credit to income of the period. The net effect amounting to US$185,922,000 is presented in the consolidated statement of income.

In January and February of 2008, Buenaventura revised the sales contracts with other customers, to release the commitments on sales contracts to be able to sell the committed gold ounces at market prices in force between the years 2010 – 2012, in accordance with Buenaventura’s gold availability.

As consequence of the aforementioned, Buenaventura was released from the obligation to sell 922,000 ounces of gold at fixed prices, varying between US$345 and US$451 per ounces of gold; thus, they will be sold at the market price in force on the date of the physical delivery of the gold committed.

For these transactions, Buenaventura has made a payment of US$517,143,000 (US$82,592,000 in January 2008 and US$434,551,000 in February 2008, respectively) and recorded a decrease in the liability corresponding to the executory gold delivery contracts liability amounting to US$102,008,000 with credit to income of the period. The resulting net loss of US$415,135,000 is presented in the Net loss from release of commitments in sales ~~contracts~~contracts caption in the consolidated statements of income for the period ended December 31, 2008.

(b)

As of December 31, ~~2008,~~2009, Buenaventura has been released of commitments (related to quantity, date and price) on all the sales contracts entered into for the sale of ounces of gold.

F-46

Notes to the Consolidated Financial Statements (continued)

Embedded derivative -

The Company’s sales based on a provisional sales price contain an embedded derivative, which is required to be bifurcated from the host contract. The host contract is the sale of the metals contained in the concentrates at the current spot LME price. The embedded derivative, which does not qualify for hedge accounting, is marked-to-market through earnings each period. At December 31, ~~2008~~2009 and ~~2007,~~2008, the Company had consolidated embedded derivatives based on forward prices for the expected settlement dates. Final prices on these sales will be established over the next several months pursuant to terms of sales contracts. The impact of fluctuations in the forward prices used for these derivatives through the settlement date is reflected as derivative gains and losses in revenues.

Concentrate sales include adjustments to the provisional sale value resulting from changes in the fair value of the embedded derivative. These adjustments resulted in ~~reducing~~higher sales by US$14,499,000 and lower sales by US$3,969,000 in 2009 and ~~US$5,984,000 in~~ 2008, ~~and 2007;~~ respectively. See note 17 and 28.

Concentration of sales –

In ~~2008,~~2009, the three most important customers represented ~~20%~~46%, 16% and 13% of total sales (14%, 12% and 15% of total sales ~~(22%, 14% and 10% of total sales~~ in ~~2007)~~2008). As of December 31, ~~2008, 47%~~2009, 75% of the accounts receivable are related to these customers ~~(47%~~(68% as of December 31, ~~2007)~~2008). Some have sales contracts that guarantee supplying them the production from the Company’s mines at prices that are based on market quotations.

~~F-57~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

18.	Costs of Sales, without considering depreciation and amortization

The table below presents the components of this caption:

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Opening balance of products in process, note 6(a)		11,562			12,333			10,286
Opening balance of finished goods, note 6(a)		9,529			7,875			6,862
Services provided by third parties		98,939			48,622			29,450
Consumption of materials and supplies		66,022			64,401			49,684
Direct labor		53,926			48,264			35,853
Transport		11,059			9,364			6,578
Electricity and water		9,479			13,988			9,836
Other production expenses		42,386			67,238			53,651
Provision for inventory impairment, note 6(b)		809			810			15
Final balance of products in process, note 6(a)		(15,788	)		(11,562	)		(12,333	)
Final balance of finished goods, note 6(a)		(7,581	)		(9,529	)		(7,875	)

		280,342			251,804			182,007

19.	Exploration in operating units

The table below presents the components of this caption:

2008 2007 2006
US$(000) US$(000) US$(000)

Opening balance of products in process, note 6(a) 12,333 10,286 9,346
Opening balance of finished goods, note 6(a) 7,875 6,862 16,279
Consumption of materials and supplies 64,401 49,684 41,053
Direct labor 48,264 35,853 28,154
Services provided by third parties 48,622 29,450 27,996
Transport 9,364 6,578 5,364
Electricity and water 13,988 9,836 8,767
Other production expenses 65,396 51,698 25,710
Provision for inventory impairment,
Note 6(b)
2,652 1,968 3,788
Final balance of products in process, note 6(a) (11,562 ) (12,333 ) (10,286 )
Final balance of finished goods, note 6(a) (9,529 ) (7,875 ) (6,862 )

251,804 182,007 149,309

	2009		2008		2007
	US$(000)		US$(000)		US$(000)

Exploration expenses
Orcopampa		20,352		13,493		9,047
Uchucchacua		14,958		11,518		8,913
Poracota		13,267		5,892		3,217
Antapite		7,437		9,684		6,017
Shila - Paula		6,538		8,261		4,780
Julcani		3,791		3,808		1,491
Recuperada		1,979		2,963		2,756
Ishihuinca		305		1,384		1,607
Tajo Norte		22		-		-

		68,649		57,003		37,828

~~F-58~~F-47

Notes to the Consolidated Financial Statements (continued)

~~19.~~20.

General and administrative expenses

The table below presents the components of this caption:

	2009		2008			2007
	US$(000)		US$(000)			US$(000)

Stock appreciation rights, note 13(c)		29,073		(7,678	)		28,666
Personnel expense		20,587		18,117			12,820
Allowance for doubtful accounts, note 5		16,814		5,372			-
Miscellaneous expenses		9,165		8,647			6,619
Professional fees		6,816		6,201			6,512
Board of Directors’ participation		2,064		2,091			2,072
Allowance for doubtful accounts		1,780		-			-
Supplies		938		597			433
Insurance		777		738			769
Maintenance		298		303			589
Amortization of other assets		261		261			261
Rent		187		258			464

		88,760		34,907			59,205

21.	Exploration in ~~operating units~~non-operating areas

The expenses incurred in 2009, 2008 and 2007 by exploration area are presented below:

	2009		2008		2007
	US$(000)		US$(000)		US$(000)

Outside of mining units
Mallay		7,305		8,002		4,279
La Zanja		4,538		8,446		1,583
Breapampa		3,238		3,259		4,256
Trapiche		3,058		2,701		3,009
Tantahuatay		1,796		2,109		2,597
Anamaray		1,050		1,051		799
Chucapaca		705		1,786		-
Consolidado de Hualgayoc		602		-		838
Argentina		600		428		942
Terciopelo		528		-		-
Colquemayo		487		-		-
El Faique		374		401		748
La Llave		276		2,591		-
Jaguar		207		-		-
Aguas Calientes		189		-		-
El Milagro		164		2,936		6,804
Soras Poracota		158		2,426		852
Hatun Orco		131		2,109		1,272
Los Pircos-Cirato		124		191		1,049
Ccaccapaqui		87		-		-
Pampa Andino		5		67		481
San Francisco (Argentina)		-		1,495		369
San Francisco		-		2,118		-
Llillinta		-		27		827
Tinyaclla		-		5		107
Hueso Sur		-		3		360
Sausa Layo-Norte		-		-		1,733
Other minor projects		662		2,413		136
		26,284		44,564		33,041
In mining units
Marcapunta		3,504		10,667		9,881
Other		217		-		3,485

		30,005		55,231		46,407

F-48

Notes to the Consolidated Financial Statements (continued)

22.

Royalties

The table below presents the components of this caption:

	2009		2008		2007
	US$(000)		US$(000)		US$(000)

Sindicato Minero de Orcopampa S.A., note 31(b)		21,133		18,275		15,670
Peruvian State		18,452		16,883		17,601
Minera El Futuro de Ica S.R.L., note 31(b)		61		536		707

		39,646		35,694		33,978

23.	Interest incomes and expenses

The table below presents the components of this caption:

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Interest incomes
Interest on deposits		4,477			17,524			9,120
Interests received on tax refunds		1,578			-			1,161
Interest on loans		47			79			1,491
Other		15			248			-

		6,117			17,851			11,772

Interest expenses
Interest expenses related to third parties		(8,899	)		(19,287	)		(4,493	)
Accretion expense, note 13(b)		(4,839	)		(6,265	)		(2,456	)
Tax on financial transactions		(981	)		(2,299	)		(1,308	)
Bank fees related to the Syndicated Loan Agreement		-			(3,771	)		-
Other		(371	)		(2,312	)		(357	)

		(15,090	)		(33,934	)		(8,614	)

F-49

Notes to the Consolidated Financial Statements (continued)

24.	Other, net

The table below presents the components of this caption:

2008 2007 2006
US$(000) US$(000) US$(000)

Exploration expenses
Orcopampa 13,493 9,047 10,853
Uchucchacua 11,518 8,913 11,847
Antapite 9,684 6,017 3,275
Shila 8,261 4,780 4,908
Poracota 5,892 3,217 -
Julcani 3,808 1,491 1,881
Recuperada 2,963 2,756 1,396
Ishihuinca 1,384 1,607 4,104

57,003 37,828 38,264

~~20.~~

~~General and administrative expenses~~

~~The table below presents the components of this caption:~~

2008 2007 2006
US$(000) US$(000) US$(000)

Stock appreciation rights, note 13 (7,678 ) 28,666 3,634
Personnel expense 18,117 12,820 12,010
Sundry expenses 8,647 6,619 6,201
Professional fees 6,201 6,512 6,102
Allowance for doubtful accounts, note 5 5,372 - -
Board of Directors’ participation 2,091 2,072 5,940
Insurance 738 769 794
Supplies 597 433 631
Maintenance 303 589 585
Amortization of other assets 261 261 261
Rent 258 464 481

34,907 59,205 36,639

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Other income
Sale of supplies and services to third parties		2,935			3,873			160
Prior period reversals		1,922			1,887			1,943
Sale of rights		1,005			1,720			-
Reversal of the provision for impairment of inventory, note 6(b)		360			16			2,413
Income from insurance proceeds		353			11			2,072
Net gain on sale of property, plant and equipment		332			971			237
Recovery of Minera Yanaquihua S.R.L. doubtful account		-			1,320			-
Other, net		878			-			-
		7,785			9,798			6,825

Other expenses
Services provided by third parties		(2,109	)		(320	)		-
Voluntary mining contribution		(1,530	)		(1,700	)		(2,637	)
Provision for contingencies (labor, environmental and community)		(889	)		(1,338	)		(549	)
Adjustment of provision for closure of mining units and exploration projects		(455	)		(10,129	)		(3,682	)
Late and additional taxes		(249	)		(711	)		-
Administrative services		-			(1,140	)		-
Accident in Colquijirca mining unit		-			-			(2,696	)
Net loss from sale of obsolete supplies		-			-			(1,203	)
Other, net		-			(3,750	)		(4,744	)
		(5,232	)		(19,088	)		(15,511	)

Net		2,553			(9,290	)		(8,686	)

~~F-59~~F-50

Notes to the Consolidated Financial Statements (continued)

~~21.~~

~~Exploration in non-operating areas~~

~~The table below presents the components of this caption:~~

2008 2007 2006
US$(000) US$(000) US$(000)

Outside of mining units
La Zanja Project 8,446 1,583 4,449
Mallay Project 8,002 4,279 1,802
Breapampa Project 3,259 4,256 -
El Milagro Project 2,936 6,804 1,946
Trapiche Project 2,701 3,009 2,820
la Llave Project 2,591 2,558 -
Soras Poracota Project 2,426 852 771
San Francisco Project 2,118 - -
Hatun Orco Project 2,109 1,272 2,546
San Francisco (Argentina) 1,495 369 -
Chucapaca Project 1,786 - -
Anamaray Project 1,051 799 324
Argentina Project 428 942 167
El Faique Project 401 748 721
Los Pircos-Cirato Project 191 1,049 3,442
Pampa Andino Project 67 481 933
Llillinta Project 27 827 -
Tinyaclla Project 5 107 4,450
Hueso Sur Project 3 360 346
Sausa Layo-Norte Project - 1,733 3,386
Consolidado de Hualgayoc Project - 838 -
Other minor projects 4,522 175 442
44,564 33,041 28,545
In mining units
Marcapunta 10,667 9,881 6,002
Recuperada - - 268
Other - 3,485 1,375

55,231 46,407 36,190

~~F-60~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

~~22.~~

~~Royalties~~

~~The table below presents the components of this caption:~~

2008 2007 2006
US$(000) US$(000) US$(000)

Sindicato Minero de Orcopampa S.A. 18,275 15,670 12,332
Peruvian State 16,883 17,601 11,260
Minera El Futuro de Ica S.R.L. 536 707 828

35,694 33,978 24,420

~~23.~~

~~Interest income and expense~~

~~The table below presents the components of this caption:~~

2008 2007 2006
US$(000) US$(000) US$(000)

Interest income
Interest on deposits 17,524 9,120 5,534
Interest on loans 79 1,491 818
Income from liquidation of investment funds - 1,161 1,597
Other 248 - -

17,851 11,772 7,949

Interest expense
Interest expenses related to third parties (19,287 ) (4,493 ) (1,167 )
Accretion expense, note 13 (6,265 ) (2,456 ) (3,535 )
Prepayment penalties to early extinguishment of bank loan (3,771 ) - -
Tax on financial transactions (2,299 ) (1,308 ) (1,045 )
Other (2,312 ) (357 ) (201 )

(33,934 ) (8,614 ) (5,948 )

~~F-61~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

~~24.~~

~~Other, net~~

~~The table below presents the components of this caption:~~

2008 2007 2006
US$(000) US$(000) US$(000)

Other income
Sale of supplies and services to third parties 5,308 160 846
Prior period reversals 1,887 1,943 127
Sale of rights 1,720 - -
Net gain on sale of property, plant and equipment 971 237 24
Reversal of the provision for impairment of inventory, note 6(b) 16 1,049 1,389
Income from insurance proceeds 11 2,072 186
9,913 5,461 2,572

Other expenses
Adjustment of provision for closure of mining units and exploration projects (10,129 ) (3,682 ) (9,357 )
Voluntary mining contribution (1,700 ) (2,637 ) (1,783 )
Cost of supplies sold to third parties (1,435 )
Provision for labor contingencies (1,338 ) (549 ) (1,319 )
Administrative services (1,140 ) - -
Late and additional taxes (711 ) - -
Services provided by third parties (320 ) - -
Accident in Colquijirca mining unit - (2,696 ) -
Net loss from sale of obsolete supplies - (1,203 ) (3,173 )
Depreciation - - (211 )
Other, net (2,430 ) (3,380 ) (6,231 )
(19,203 ) (14,147 ) (22,074 )

Net (9,290 ) (8,686 ) (19,502 )

~~F-62~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

25.	Income tax and ~~workers´~~workers’ profit sharing

(a)

The Company and its subsidiaries recognize the effects of timing differences between the accounting basis and the tax basis. The table below presents the components of this caption, according to the items that give rise to them:

				Credit (debit) to the consolidated statement of income												Credit (debit) to the consolidated statement of income									Credit (debit) to the consolidated statement of income
	As of January 1, 2008			Income tax			Workers´ profit sharing			As of December 31, 2008			As of January 1, 2008			Income tax			Workers’ profit sharing			As of January 1, 2009			Income tax			Workers’ profit sharing			As of December 31, 2009
	US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Deferred asset
Deferred asset included in results
Tax - loss carryforward		58,116			106,091			30,751			194,958			58,116			106,091			30,751			194,958			(2,548	)		(738	)		191,672
Provision for closure of mining units, net		13,094			1,337			387			14,818			13,094			1,337			387			14,818			2,109			611			17,538
Difference in depreciation and amortization rates		7,009			3,052			885			10,946			7,009			3,052			885			10,946			4,369			1,266			16,581
Stock appreciation rights provision		13,458			(6,563	)		(1,902	)		4,993			13,458			(6,563	)		(1,902	)		4,993			7,458			2,161			14,612
Loss from translation into U.S. dollars														7,504			(4,951	)		(1,434	)		1,119			3,722			1,079			5,920
Impairment of property, plant, machinery and equipment, and development costs		-			3,499			1,014			4,513			-			3,499			1,014			4,513			979			284			5,776
Embedded derivative from sale of concentrates		2,051			701			203			2,955			2,051			701			203			2,955			(2,291	)		(664	)		-
Deferred income from sale of future production														33,192			(25,733	)		(7,459	)		-			-			-			-
Environmental liability for Mina Santa Barbara		1,773			-			-			1,773			1,773			-			-			1,773			-			-			1,773
Loss from translation into U.S. dollars		7,504			(4,951	)		(1,434	)		1,119
Deferred income from sale of future production		33,192			(25,733	)		(7,459	)		-
Other		9,115			(1,402	)		(387	)		7,326			10,991			(1,618	)		(450	)		8,923			166			47			9,136
		145,312			76,031			22,058			243,401			147,188			75,815			21,995			244,998			13,964			4,046			263,008
Less – Allowance for deferred asset recoverability		(2,166	)		490			142			(1,534	)		(3,761	)		706			205			(2,850	)		(557	)		(159	)		(3,566	)
														143,427			76,521			22,200			242,148			13,407			3,887			259,442
Deferred asset		143,146			76,521			22,200			241,867

Deferred asset included in retained earnings
Derivative financial instruments														-			-			-			-			1,888			547			2,435

Deferred asset, net														143,427			76,521			22,200			242,148			15,295			4,434			261,877

Deferred liability included in results
Differences in amortization rates for development costs														1,332			(5,590	)		(1,620	)		(5,878	)		(7,772	)		(2,255	)		(15,905	)
Embedded derivative from sale of concentrates														-			-			-			-			(1,335	)		(387	)		(1,722	)
Other														(806	)		128			39			(639	)		84			24			(531	)
														526			(5,462	)		(1,581	)		(6,517	)		(9,023	)		(2,618	)		(18,158	)
Less deferred liability included in retained earnings
Derivative financial instruments														(2,835	)		(18,319	)		(5,310	)		(26,464	)		20,517			5,947			-

Deferred liability, net														(2,309	)		(23,781	)		(6,891	)		(32,981	)		11,494			3,329			(18,158	)

~~F-63~~F-51

Notes to the Consolidated Financial Statements (continued)

Credit (debit) to the consolidated
statement of income

As of
January 1,
2008

Income
tax

Workers´ profit
sharing

As of
December 31,
2008

US$(000) US$(000) US$(000) US$(000)

Deferred liability

Amortization of development costs 1,332 (5,590 ) (1,620 ) (5,878 )
Other (525 ) 128 39 (358 )

Deferred liability 807 (5,462 ) (1,581 ) (6,236 )

Less deferred liability recorded in equity

Derivative financial instruments (2,835 ) (18,319 ) (5,310 ) (26,464 )

Deferred asset, net (*) 141,118 52,740 15,309 209,167

~~(*)~~

~~The total amount of the deferred asset, net, includes the portion for income tax and workers´s profit sharing recorded in equity by US$18,319,000 and US$5,310,000, respectively.~~

Buenaventura has not recognized deferred income tax and ~~employee~~workers’ profit sharing liabilities in relation to the excess of the accounting basis over the tax basis of investments in shares due to the following:

In the case of the Cerro Verde ~~affiliate,~~associate, Buenaventura has not recognized a deferred income tax and ~~employee~~workers’ profit sharing ~~liability~~asset for US$61,547,000 as of December 31, 2009 (US$47,922,000 as of December 31, ~~2008 (US$50,275,000 as of December 31, 2007)~~2008) given that Buenaventura Management, even though only exercising significant influence over this associate, has the intention and capacity to hold this investment until its copper reserves are depleted; in this sense, Management believes that the timing differences will be reversed by means of dividends to be received in the future that, according to the tax rules in effect in Peru, are not subject to the income tax paid by the Company. There is no legal or contractual obligation that would require the Company’s Management to sell its investment in this associate (which event would result in a taxable capital gain based on current tax law).

In the case of the Yanacocha ~~affiliate,~~associate, Buenaventura has not recognized a deferred income tax and ~~employee~~workers’ profit sharing liability for US$217,450,000 (US$144,381,000 ~~(US$152,278,000,~~ as of December 31, ~~2007)~~2008) given that Buenaventura Management, even though only exercising significant influence over this associate, has the intention and capacity to hold this investment until its gold and silver reserves are ~~depleted. Accordingly,~~depleted ; in this sense, Management believes that the timing differences will be reversed by means of dividends to be received in the future ~~which~~that, according to the tax rules in effect in Peru, are not subject to the ~~Income Tax~~income tax paid by the Company. There is no legal or contractual obligation that would require the Company’s Management to sell its investment in this associate (which event would result in a taxable capital gain based on current tax law).

~~F-64~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

~~In both cases, Buenaventura’s management has the ability of reversing the temporary difference, by other manners besides dividends distributions, without any tax effects.~~

~~According the Law 972 “Law on~~ ~~treatment of capital gains” (~~Decreto legislativo sobre tratamiento de las rentas de capital) enacted in March 2007, any gain or losses originated by the sales of shares traded in the Lima Stock Exchange are not subject to income tax until January 1, 2009. Later in 2008, the Law 29308 “~~Law that defers the exonerations contained in the article 19° of the Law of Income tax and postpones the delivery in force of various articles and dispositions of the Law N° 972”~~ (Ley que prorroga las exoneraciones contenidas en el articulo 19° de la Ley del Impuesto a la Renta y posterga la entrada en vigencia de varios artículos y disposiciones del Decreto Legislativo N° 972) was enacted as of December 31, 2008 and postponed it until January 1, 2010. Currently, the corresponding regulation which will provide implementation guidance has not been finalized nor approved. The new tax regulations could impact the Company’s tax position and its ability to reverse the temporary difference without tax effects in the future.

~~F-65~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

(b)

The table below presents the current and deferred portions of the provisions for Income Tax and ~~employee~~workers’ profit sharing shown in the consolidated statement of income for the years 2009, 2008 ~~2007~~ and ~~2006:~~2007:

2008 2007 2006
US$(000) US$(000) US$(000)

Income (expense) tax revenues
Current
Inversiones Colquijirca S.A. (23,548 ) (54,350 ) (48,752 )
Compañía de Minas Buenaventura S.A.A. - - (15,375 )
S.M.R.L. Chaupiloma Dos de Cajamarca (14,303 ) (9,860 ) (14,096 )
Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C - Cedimin S.A.C. (3,933 ) (2,508 ) (1,288 )
Consorcio Energético de Huancavelica S.A. (1,550 ) (933 ) (726 )
Other (1,022 ) (1,525 ) (582 )
(44,356 ) (69,176 ) (80,819 )

Deferred
Compañía de Minas Buenaventura S.A.A. 74,252 21,409 13,904
Inversiones Colquijirca S.A. (3,234 ) 3,230 2,800
Other (17 ) 562 82
71,001 25,201 16,786

Total 26,645 (43,975 ) (64,033 )

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Income (expense) for income tax purposes
Current
Inversiones Colquijirca S.A.		(23,950	)		(23,548	)		(54,350	)
Compañía de Minas Buenaventura S.A.A.		(24,366	)		-			-
S.M.R.L. Chaupiloma Dos de Cajamarca		(18,247	)		(14,303	)		(9,860	)
Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C - Cedimin S.A.C.		(37	)		(3,933	)		(2,508	)
Consorcio Energético de Huancavelica S.A.		(932	)		(1,550	)		(933	)
Other		(1,192	)		(1,080	)		(1,525	)
		(68,724	)		(44,414	)		(69,176	)

Deferred
Minera La Zanja S.A.		9,169			-			-
Compañía de Minas Buenaventura S.A.A.		(4,338	)		74,252			21,409
Inversiones Colquijirca S.A.		(1,138	)		(3,234	)		3,230
Other		691			41			562
		4,384			71,059			25,201

Total		(64,340	)		26,645			(43,975	)

~~F-66~~F-52

Notes to the Consolidated Financial Statements (continued)

	2008			2007			2006			2009			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Employee profit sharing income (expense) (i)
Workers’ profit sharing income (expense) (i)
Current
Inversiones Colquijirca S.A.		(6,826	)		(15,753	)		(14,130	)		(6,943	)		(6,826	)		(15,753	)
Compañía de Minas Buenaventura S.A.A. :
Current - legal		-			-			(4,444	)		(6,497	)		-			-
Current - without effect of unusual item		(7,503	)		(10,322	)		-			-			(7,503	)		(10,322	)
Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C - Cedimin S.A.C.		(1,143	)		(727	)		(374	)		(10	)		(1,143	)		(727	)
Consorcio Energético de Huancavelica S.A.		(272	)		(164	)		(127	)		(238	)		(272	)		(164	)
Other		(95	)		(270	)		(61	)		(173	)		(150	)		(270	)
											(13,861	)		(15,894	)		(27,236	)
		(15,839	)		(27,236	)		(19,136	)

Deferred
Minera La Zanja S.A.											2,658			-			-
Compañía de Minas Buenaventura S.A.A.		21,523			6,204			4,030			(1,258	)		21,523			6,204
Inversiones Colquijirca S.A.		(937	)		936			811			(330	)		(937	)		936
Other		(22	)		165			24			199			33			165
											1,269			20,619			7,305
		20,564			7,305			4,865

Total		4,725			(19,931	)		(14,271	)		(12,592	)		4,725			(19,931	)

(i)

According to Peruvian law, mining companies with more than 20 employees must have ~~an employee~~a workers’ profit sharing plan equivalent to 8 percent of annual taxable income. As of December 31, 2009, 2008 ~~2007~~ and ~~2006,~~2007, S.M.R.L. Chaupiloma Dos de Cajamarca ~~Contacto Corredores de Seguros S.A.~~ and Compañía Minera Condesa S.A. had less than 20 employees. To December 31, 2008 and��2007, Contacto Corredores de Seguros S.A. had less than 20 employees.

~~F-67~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

(c)

During the years 2009, 2008 ~~2007~~ and ~~2006,~~2007, the provisions posted for ~~employee~~workers’ profit sharing and Income Tax in the Statement of Income were determined as follows:

	2008			2007			2006			2009			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Income before employee profit sharing and income tax		171,958			435,056			594,508
Income before workers’ profit sharing and income tax											733,540			171,958			435,056
Effect of share in associated companies											(451,306	)		(340,929	)		(249,555	)
											282,234			(168,971	)		185,501

Combined legal rate		35.60	%		35.60	%		35.60	%		35.60	%		35.60	%		35.60	%
Employee profit sharing and income tax expense according to combined legal rate		61,217			154,880			211,645
Current employee profit sharing – without effect of unusual item		7,503			10,322			-
Workers’ profit sharing and income tax expense according to combined legal rate											100,475			(60,154	)		66,038
Currentworkers’ profit sharing – without effect of unusual item											-			7,503			10,322

Permanent differences:
Effect of share in affiliated companies		(121,371	)		(88,842	)		(111,488	)
Effect of translation to U.S dollars		6,186			-			-
Recognition of deferred asset for Minera La Zanja S.R.L. tax - loss carryforward											(11,826	)		-			-
Effect oftranslation to U.S. dollars											(10,244	)		6,186			(3,874	)
Financial income from tax-exempt interest		3,609			2,699			-			(828	)		3,609			2,699
Expenses not deductible for tax purposes		3,062			-			-			2,120			3,062			-
Gain (loss) on change in the fair value of gold certificates		-			(1,825	)		1,731			-			-			(1,825	)
Effect of the fair value of derivative contracts that were changed to commercial contracts		-			-			(27,563	)
Effect of the fair value of derivative financial instruments		-			-			4,723
Other permanent items		8,424			(13,328	)		(744	)		(2,765	)		8,424			(9,454	)

Total		(31,370	)		63,906			78,304			76,932			(31,370	)		63,906

Income (expense) for income tax purposes											(64,340	)		26,645			(43,975	)
Income (expense) for workers’ profit sharing											(12,592	)		4,725			(19,931	)

Total											(76,932	)		31,370			(63,906	)

~~F-68~~F-53

Notes to the Consolidated Financial Statements (continued)

26.	Basic and diluted earnings per share

~~(a)~~

The composition of shares effective as of December 31, 2008 and 2007, as well as the number of shares considered in the calculation of net income per basic and diluted share, are described in detail below:

Shares Outstanding

Number of shares
(denominator in calculation of net income per basic and
diluted share after stock split effect)

Common Investment
Treasury shares
Total Common Investment Total
Common Investment

Balance as of January 1, 2007 137,444,962 372,320 (10,565,130 ) (30,988 ) 127,221,164 126,879,832 341,332 127,221,164

Shares issued as a result of stock split (note 15(f)) - - - - - 126,879,832 341,332 127,221,164

Balance as of December 31, 2007 137,444,962 372,320 (10,565,130 ) (30,988 ) 127,221,164 253,759,664 682,664 254,442,328

Shares issued as a result of stock split (note 15(f)) 137,444,962 372,320 (10,565,130 ) (30,988 ) 127,221,164 126,879,832 341,332 127,221,164

Balance as of December 31, 2008 274,889,924 744,640 (21,130,260 ) (61,976 ) 254,442,328 253,759,664 682,664 254,442,328
Basic earnings per share are computed by dividing net earnings for the period by the weighted average number of shares outstanding during the year.

~~The table below presents~~Computation of the ~~computation of basic and diluted~~ earnings per share as of December 31, 2009, 2008 and 2007 ~~and 2006:~~is presented below:

	2008		2007		2006		2009		2008		2007

Net income (numerator) – US$		153,283,000		274,761,000		428,057,000		593,561,000		153,283,000		274,761,000

Common shares, note 15(a)								253,759,664		253,759,664	��	253,759,664
Investment shares, note 15(b)								682,664		682,664		682,664
Shares (denominator)		254,442,238		254,442,238		254,442,238		254,442,328		254,442,328		254,442,328


Basic and diluted earnings per share– US$		0.60		1.08		1.68
Basic and diluted earnings per share – US$								2.33		0.60		1.08

~~(b)~~

~~The number of treasury shares considered in the calculation of net income per basic and diluted share, are as follow:~~

Number of shares
Common Investment Total Total
US$(000)

Balance as of January 1, 2008 and, 2007 and 2006 10,565,130 30,988 10,596,118 14,462
Increase in the per value of treasury shares - - - 48,265
Shares issued as a result of stock split (note 15 (f)) 10,565,130 30,988 10,596,118 -

Balance as of December 31, 2008, 2007 and 2006 21,130,260 61,976 21,192,236 62,727

~~F-69~~

~~Notes to~~Basic and diluted earnings per share is the ~~Consolidated Financial Statements~~ ~~(continued)~~

same given that there is no dilution reducing earnings.

27.	Disclosure of information on segments

International ~~Accounting~~Financial Reporting Standard ~~(IAS) 14~~(IFRS) 8 – “Operating Segments” requires that corporations present financial information by line of business and by geographic area. Corporations should take into account their organizational structure and internal reporting system to identify reportable segments. A business segment is a component of a corporation that provides a single product or service or a group of related products and services and that is subject to risks and returns that are different from those of other business segments. A geographic segment is a component of a corporation that provides products and services within a particular economic ~~environment~~ambit and that is subject to risks and returns that are different from those of components operating in other economic ~~environments.~~ambits.

The Company’s most important line of business is mining, which activities are carried out through ~~eight~~thirteen companies. Management believes that these companies can be combined into a single segment (mining) as they show similar financial performance and characteristics as regards the nature of its products, the nature of the production process, the type of customers and the legal framework. The electricity, mining consultancy and insurance segments are not ~~significant~~relevant for purposes of assessing the course of the business; thus, Management believes that the Company’s only reportable segment is mining.

Sales to customers are broken down by geographic location, determined based on the location of the ~~assets.~~assets (see note 17).

28.	Derivative Financial Instruments

Derivative contracts --Buenaventura

~~Buenaventura~~

~~In March 2006,~~As of December 31, 2009 and 2008, Buenaventura ~~completed the conversion of the~~had no gold ~~derivative contracts to normal sales contracts. A loss of US$13,268,000 was posted in 2006 with regard to these~~convertible put option contracts.

El Brocal

~~Metals-price hedging transactions~~ -

El Brocal has a policy of carrying out transactions to hedge metals prices using any of the derivative instruments existing in the financial market for up to a term of 3 years, for a total of no more than 25% of the estimated metal content of its annual production each year. The El Brocal Board of Directors meeting of February 23, 2007 named a Hedging Committee to be responsible for approving all hedging transactions, after their contracting and/or execution. ~~The Company~~El Brocal maintains lines of credit without margin with brokers on the London Metals Exchange (LME) ~~and~~.

F-54

Notes to the ~~New York Commodities Exchange (COMEX) for carrying out~~Consolidated Financial Statements (continued)

Mineral quote hedging ~~transactions, in order to guarantee the initial and variation margins required for this type of transaction.~~operations

Hedging contracts: Asian swaps -

During 2008, El Brocal subscribed price-hedging transaction contracts (Asian swaps) to cover the future flows derived from its sales. The critical terms of the hedging transactions has been negotiated with brokers so as to agree with the terms negotiated in the commercial contracts to which they are related.

Hedging contracts: Collar options at zero cost -

During 2009, El Brocal subscribed three price-hedging option contracts at zero cost to insure future flows originating from its sales. The critical terms of hedging transactions have been negotiated with the brokers so as to agree with the terms negotiated in the related commercial contracts.

These hedging options establish a maximum and a minimum price. When the average price for the quotation period is above the maximum price established, the purchase option in favor of the ~~cash flow from~~counterpart is activated, generating a payment to El Brocal of the difference between the two prices. On the other hand, when the average price for the quotation period is below the minimum price established, the sale option in favor of El Brocal is activated, resulting in receipt of the difference between the two prices.

Cash-hedging operations as of December 31, 2009 were:

Metal	Monthly average amount FMT		Total Amount FMT		Fixed average price per FMT		Period	Fair value
					US$			US$(000)

Zero cost collar-option contracts (“Cashless collars”)								Asset (Liability)

Copper		50		150		5,500 – 7,063	January 2010 - March 2010		(78	)
Copper		125		1,125		5,500 – 7,063	April 2010 - December 2010		(969	)
Copper		150		1,800		5,500 – 7,063	January 2011 - December 2011		(1,808	)
Copper		50		150		6,000 – 7,050	January 2010 - March 2010		(76	)
Copper		125		1,125		6,000 – 7,050	April 2010 - December 2010		(847	)
Copper		150		1,800		6,000 – 7,050	January 2011 - December 2011		(1,552	)
Copper		50		150		5,500 – 8,020	January 2010 - March 2010		(25	)
Copper		125		1,125		5,500 – 8,020	April 2010 - December 2010		(478	)
Copper		150		1,800		5,500 – 8,020	January 2011 - December 2011		(1,145	)

Fair value of options									(6,978	)

Asian swap contracts

Zinc		675		3,375		2,621	February 2010 - June 2010		198
Zinc		425		2,550		2,481	July 2010 - December 2010		(340	)
Lead		625		3,125		2,145	January 2010 - June 2010		518
Lead		625		3,750		2,568	July 2010 - December 2010		342
Lead		300		1,800		2,145	January 2011 - June 2011		(583	)

Fair value of swap contracts									135

Total fair value of hedging instruments									(6,843	)

Less – non-current portion									(5,375	)

Current portion									(1,468	)

F-55

Notes to the Consolidated Financial Statements (continued)

The fair value of the derivative hedging instruments held as of December 31, 2008 was US$74,337,000 (asset), which is presented in the “Derivative financial instruments” caption of the consolidated balance sheet (with a US$52,873,000 and US$21,464,000 current and non-current composition, respectively).

The cash-flow hedges for sales to be made in coming years ~~has~~have been assessed by El Brocal Management as highly effective. ~~The effectiveness of hedging transactions~~Effectiveness has been measured by ~~means of~~ the ~~cumulative cash flow change offset~~flow-compensation method, since El Brocal Management ~~believes~~considers it as the method that ~~this method~~ best reflects the risk management objective with regard to ~~hedging.~~coverage.

~~The table below presents the hedge instruments held by the El Brocal subsidiary as of December 31, 2008:~~

~~F-70~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Fair value (*)
Metal
Monthly
average
amount

Total
Amount

Fixed
Price
Period
2008

2007

US$ US$(000) US$(000)

Zinc 675 MT 4,050 2,853 January 2009 - June 2009 5,815 2,031
Zinc 675 MT 4,050 2,679 July 2009 - December 2009 5,710 896
Zinc 675 MT 4,050 2,621 January 2010 - June 2010 5,305 733
Zinc 425 MT 2,550 2,481 July 2010 - December 2010 2,856 -
Zinc 500 MT 3,000 3,050 July 2008 - December 2008 - 2,018
Lead 675 MT 3,750 2,653 January 2009 - June 2009 5,372 562
Lead 675 MT 3,750 2,618 July 2009 - December 2009 6,118 383
Lead 675 MT 3,750 2,562 January 2010 - June 2010 5,824 425
Lead 675 MT 3,750 2,568 July 2010 - December 2010 5,550 -
Lead 300 MT 1,800 2,145 January 2011 - June 2011 1,929 -
Lead 250 MT 1,500 2,835 January 2008 – June 2008 - 428
Lead 250 MT 1,500 2,835 July 2008 - December 2008 - 488
Copper 350 MT 2,100 7,514 January 2009 - June 2009 7,165 -
Copper 875 MT 4,500 8,245 July 2009 - December 2009 22,693 -
Total 74,337 7,964

Less - current portion 52,873 2,929

21,464 5,035

~~(*)~~

~~Fair value~~

As of December 31, ~~2008 and 2007,~~2009, El Brocal ~~recognized gains~~held accounts receivable of US$~~21,403,000 and losses~~1,703,000 from London Metal Exchange brokers as a result of ~~US$454,000, with regard to~~the hedging transactions settled ~~in those years. These amounts are included in the “Net sales” caption of the consolidated statement of income. As~~as of December 31, 2009 (US$11,314,000 to December 31, 2008 ~~El Brocal had US$11,314,000 in accounts receivable from brokers on the London Metals Exchange for transactions already settled,~~), which is presented in ~~”Other~~the “Miscellaneous accounts ~~receivable, net”~~receivable” caption of the consolidated balance sheet. ~~US$4,167,000 of this amount was received in January 2009.~~

~~F-71~~

~~Notes to~~The change in the ~~Consolidated Financial Statements~~ ~~(continued)~~“Unrealised gain (loss) on valuation of hedge derivative financial instruments, net” equity account is as follows:

							Unrealised gain (loss) on valuation of hedge derivative financial instruments, net
	Hedge derivative financial instruments			Income tax and workers’ profit sharing			El Brocal			Buenaventura share
	US$(000)			US$(000)			US$(000)			US$(000)

Balance as of January1, 2008		7,964			(2,835	)		5,129			1,518
Gains from hedging transactions settled during theperiod		(21,403	)		7,619			(13,784	)		(4,654	)
Unrealised gain on hedge derivative financial instruments		87,776			(31,248	)		56,528			19,298
Total change in derivative financial instruments for hedging		66,373			(23,629	)		42,744			14,644

Balance as of December 31, 2008		74,337			(26,464	)		47,873			16,162
Gains from hedging transactions settled during theperiod		(28,005	)		9,970			(18,035	)		(7,831	)
Unrealised losses on hedge derivative financial instruments		(53,275	)		19,030			(34,245	)		(14,897	)
Other		-			-			-			1,975
Total change in derivative financial instruments for hedging		(81,280	)		29,000			(52,280	)		(20,753	)

Balance as of December 31, 2009		(6,943	)		2,536			(4,407	)		(4,591	)

Embedded ~~derivative~~derivatives from changes ~~of quotes~~ in the provisional prices of commercial settlements - -

As of December 31, ~~2008~~2009 and ~~2007,~~2008, the fair value of the embedded ~~derivative content of~~derivatives contained in commercial contracts isamounted to a gain of US$4,546,000 (a gain of US$4,838,000 posted by El Brocal and a loss of US$~~9,953,000(~~292,000 posted by Buenaventura) and a loss of US$9,953,000 (a loss of US$8,299,000 ~~maintained~~posted by El Brocal and a loss of US$1,654,000 ~~maintained~~posted by Buenaventura) ~~and US$5,984,000 (loss of US$5,760,000 maintained by El Brocal and a loss of US$224,000 maintained by Buenaventura)~~, respectively. The related ~~liability is shown~~liabilities are presented in the ~~Embedded derivative for concentrate sales~~“Embedded derivatives from sale of concentrate” caption inof the consolidated balance sheet.

F-56

Notes to the Consolidated Financial Statements (continued)

Embedded ~~derivative for~~derivatives from concentrate sales held by Buenaventura and El Brocal as of December 31, ~~2008:~~2009:

					Quotations
Metal		Amount	Maturity 2010		Provisional	Future	Fair value
					US$	US$	US$(000)

Gold	~~6,114 OZ~~	8,535 DMT	December - January		1,108.67 - 1,189.28	1,133.42 - 1,150.70		69
Silver		2,432,066 DMT	September - January		15.90 - 19.07	16.39 - 18.68		(955	)
Copper		17,211 DMT	January - ~~Mach~~February	~~Between~~	5,216.00 - 6,982.00	7,399.00 - 7,389.00		3,195
Lead		17,568 DMT	September - February		1,900.00 - 2,329.00	2,204.55 - 2,505.50		145
Zinc		42,012 DMT	November - February		1,880.08 - 2,376.00	2,193.38 - 2,574.00		1,771
Gold		40,375 OZ	January		1,105.50 - 1,192.50	1,134.50 - 1,138.34		321
								4,546

Embedded derivatives from concentrate sales held by Buenaventura and El Brocal as of December 31, 2008:

730. 75 ~~and~~- 831.10

~~Between~~

759.36 ~~and~~- 817.70

~~Between~~

9.28 ~~and~~- 12.35

~~Between~~

9.87 ~~and~~- 10.62

~~Between~~

137.27 ~~and~~- 233.26

~~Between~~

139.34 ~~and~~- 168.60

~~Between~~

951.70 ~~and~~- 1,871.57

~~Between~~

962.88 ~~and~~- 1,291.10

~~Between~~

1,096.45 ~~and~~- 1,356.76

~~Between~~

1,100.57 ~~and~~- 1,239.75

(1,343

)

~~(9,953~~

)

~~Embedded derivative for concentrate sales held by Buenaventura and El Brocal as of December 31, 2007:~~

			~~Quotations~~
~~Metal~~	~~Amount~~	~~Maturity~~	~~Provisional~~	~~Future~~	~~Fair~~ ~~Value~~
			~~US$~~	~~US$~~	~~US$(000)~~

~~Zinc~~	~~85,784 MT~~	~~January - April~~	~~Between 2,241 and 3,830~~	~~Between 2,353 and 2,975~~		~~(6,655~~	)
~~Lead~~	~~35,030 MT~~	~~January - April~~	~~Between 1,915 and 3,729~~	~~Between 2,549 and 3,720~~		~~959~~
~~Copper~~	~~2,586 MT~~	~~January - May~~	~~Between 6,715 and 8,008~~	~~Between 6,588 and 6,685~~		~~(64~~	)
						(~~5,760~~	)
~~Embedded derivative held by Buenaventura~~						~~(224~~	)


						~~(5,984~~9,953	)

~~F-72~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

As of December 31, 2008 and 2007 the changes in the fair value of embedded derivatives yielded gains amounting to US$14,499,000 and losses ofto US$3,969,000, ~~and US$3,724,000,~~ respectively, and were present in the “Net sales” caption of the consolidated statement of income. The futures quotes for the dates on which it is expected to settle the open positions as of December 31, 2009 and 2008 are taken from publications of the London Metals Exchange.

29.	~~Financial risk~~Financial-risk management objectives and policies

The Company’s activities expose it to a variety of financial ~~risks: market~~risks. The principal risks ~~(including interest-rate~~that could adversely affect the Company’s financial assets and liabilities and its future cash flows are exchange-rate risk, ~~currency risk and the~~ risk of changes in the prices of ~~minerals), credit~~minerals, interest-rate risk, liquidity risk and ~~liquidity~~credit risk. The Company’s ~~risk-management~~risk management program ~~seeks to reduce~~deals with minimizing the potential adverse effects on its financial performance.

~~Company~~The Company’s Management is ~~knowledgeable~~expert as to the conditions ~~prevailing~~existing in the market and, based on its knowledge and experience, ~~controls the currency, interest-rate, credit~~reviews and ~~liquidity risks following~~decides on policies ~~approved by the Board of Directors. The most important aspects for Management~~to manage each of these risks, ~~are:~~which are described in the following paragraphs. This also includes analyses seeking to reveal sensitivity in the Company’s financial instruments to changes in market variables and show the impact on the consolidated statement of income or equity, if necessary. Financial instruments that are affected by market risks include accounts receivable, accounts payable, embedded derivatives and derivative financial instruments.

The Board of Directors reviews and approves policies to manage each of these risks, which are described below:

F-57

Notes to the Consolidated Financial Statements (continued)

(a)

~~Currency~~Market risk -

Market risk is the risk that the fair value of the future cash flows from financial instruments should fluctuate as a result of changes in market prices. The market risks that apply to the Company include three types of risk: exchange-rate risk, risk of changes in the prices of minerals and interest-rate risk. Financial instruments affected by market risks include loans, deposits and derivative financial instruments.

The sensitivity analysis in this section relates to the positions as of December 31, 2009 and 2008, and has been prepared considering that the proportion of financial instruments in foreign currency remains constant.

(a.1)

Exchange-rate risk

The Company ~~purchases and sells~~bills the sale of its products (locally and ~~obtains financing for working capital~~abroad) mostly in United States dollars. Exchange-rate risk arises mainly from deposits and ~~investments in U.S. dollars. The El Brocal subsidiary holds assets and liabilities denominated~~other accounts payable in Nuevos ~~Soles; nevertheless~~Soles. The Company mitigates the effect of exposure to exchange-rate risk by carrying out almost all of its transactions in its functional currency. Management ~~believes that future fluctuations~~retains smaller amounts in Nuevos Soles in order to cover its needs (taxes and compensation) in this currency.

As of December 31, 2009, the Company had posted a net gain of US$1,457,000 from exchange differences (in the 2008 period, a net loss of US$12,198,000 from exchange differences) from the translation of balances in Nuevos Soles to the functional currency.

A table showing the effect on results of a reasonable change in foreign-currency exchange rates is presented below, with all other variables kept constant:

	Exchange-rate increase / decrease			Effect on earnings before income tax and workers’ profit sharing
				US$(000)

2009
Exchange rate		+10	%		3,683
Exchange rate		-10	%		(3,683	)

2008
Exchange rate		+10	%		954
Exchange rate		-10	%		(954	)

(a.2) Risk of changes in the ~~exchange rate for Peruvian currency against the US dollar will not significantly affect~~prices of minerals

The international price of minerals has an important impact on the results of the Company’s operations. These prices are affected by changes in the global economy. Minerals producers are generally incapable of directly influencing this price; however, the Company’s profitability is influenced by means of Management’s effective control over its costs and the efficiency of its operations.

Buenaventura - -

The Company does not have financial hedging instruments for managing this risk.

Embedded derivatives

The Company allocates a provisional sales value to the sales that are subject to future ~~operations.~~settlement pursuant to the commercial contracts signed with its customers. Exposure to changes in the price of metals generates an embedded derivative that must be separated from the commercial contract. At each period’s closing, the value of provisional sales is adjusted in accordance with the estimated price for the quotation period stipulated in the contract. Adjustment of the provisional sale value is posted as an increase or decrease in net sales. See note 2.2. (u).

F-58

Notes to the Consolidated Financial Statements (continued)

The estimated change in the price for sales pending final settlement, which is disclosed within the net sales of embedded derivative to December 31, 2009, amounted to US$292,000 (Note 28). The estimate corresponding to such settlements as closed in January 2010 were increased by 1 percent with respect to the actual value settled. In the case of settlements that still maintain their provisional value, their estimate to January 2010 was reduced by 1 percent due to the drop in metals prices that took place starting from the second fortnight of January.

El Brocal -

In order to cover the risk resulting from a drop in the prices of metals to be marketed, El Brocal signed derivative contracts that qualify as cash-flow hedges. See note 28.

In order to control and follow up on hedges, El Brocal approved a hedging policy “Policy for Hedging Metals Prices”, which is carried out and enforced together with the Policy for Management of Financial Risks. Likewise, El Brocal has a Hedging Committee with the objective of mitigating the risks associated with the changes and volatility taking place in metals prices.

With respect to future prices as of December 31, 2009 and 2008 and the fair value as of those dates of the position in derivative financial instruments for hedging contracted by El Brocal, a sensitivity analysis of the position’s fair value is presented considering a change on the order of 10 per cent for the relevant prices, while all other variables remain constant:

	Effect on unrealised gain (loss) on hedge derivative financial instruments, net
	US$(000)
2009
Increase of 10 percent in future quotes
Hedges in effect for 2010		(3,580	)
Hedges in effect for 2011		(2,201	)

		(5,781	)
Decrease of 10 percent in future quotes
Hedges in effect for 2010		3,580
Hedges in effect for 2011		2,201

		5,781

2008
Increase of 10 percent in future quotes
Hedges in effect for 2009		2,256
Hedges in effect for 2010		1,007
Hedges in effect for 2011		113

		3,376
Decrease of 10 percent in future quotes
Hedges in effect for 2009		(2,256	)
Hedges in effect for 2010		(1,007	)
Hedges in effect for 2011		(113	)

		(3,376	)

F-59

Notes to the Consolidated Financial Statements (continued)

(a.3) Interest-rate risk

The Company has significant assets such as time deposits that are placed with leading financial institutions. They accrue interest at rates in effect in the market; the Company’s income and operating cash flows are independent of changes in market interest rates.

If the interest rates to which the time deposits and long-term debt are subject would have fluctuated as described below for the years ended December 31, 2009 and 2008, respectively, the effect on earnings before income tax and workers’ profit sharing would have been:

	Increase / decrease in LIBOR rate		Effect on results
	(percentage points)		US$(000)

2009
Interest rate		+ 2.0		1,982

2008
Interest rate		+ 0.5		(1,812	)
Interest rate		-2.0		11,587

(b)

~~Interest-rate~~Credit risk -

The Company’s ~~exposure to this~~credit risk arises from ~~changes~~the inability of debtors to be able to fulfill their obligations, to the extent to which they are overdue. Therefore, the Company deposits its excess funds in leading financial institutions, establishes conservative credit policies and constantly evaluates conditions of the ~~interest rates~~market in ~~its financial instruments~~which it is involved, for which it uses risk-rating reports for commercial and ~~liabilities. The Company holds financial instruments, mostly time deposits, subject to a fixed interest rate, and financial liabilities at a floating interest rate. Nevertheless,~~credit transactions. In the case of El Brocal, it conducts hedging transactions with London Metal Exchange brokers of recognized prestige. Therefore, the Company does not expect to incur ~~material~~significant losses ~~due to interest-rate~~from credit risk.

There is concentration-of-credit risk ~~because its time deposits have short-term maturities and~~when there are ~~monitored by the Management. The Company is exposed to interest rate risk primarily as a result of exposure to movements~~changes in the ~~Libor. It is~~economic, industrial or geographic factors that equally affect the counterparts related to the Company. The Company’s gold and concentrate sales are made to investment banks and companies of recognized national and international prestige. Transactions are executed with various counterparts with credit solvency, which mitigates any significant concentration of credit.

Trade accounts receivable are denominated in United States dollars; their due dates are the dates of emission on the proof of payment, which amounts becomes cash in days following their due dates. The Company’s sales of the Company ~~preference~~are made to ~~borrow at floating rate of interest.~~

~~(c)~~

~~Price risk -~~

Asdomestic and foreign customers; as of December 31, ~~2008, the Company is exposed to risk in the change of prices in the minerals markets. Management assesses the advisability of periodically executing or renegotiating fixed-price contracts.~~ ~~Commodity~~ ~~price risk is managed by maintaining a diversified portfolio of~~ ~~commodities. Hedging may be entered into only limited circumstances.~~

~~F-73~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

~~(d)~~

~~Credit risk -~~

~~The Company conducts commercial operations only with~~2009 it had a portfolio of ~~local and international~~9 customers (10 customers as of ~~renowned credit and solvency.~~December 31, 2008). See concentration of sales in note 17. The ~~Company’s policy~~Company performs an assessment on those debts whose collection is ~~that all customers that wish~~estimated as a variable to ~~do business using credit are subject~~determine the allowance for doubtful accounts.

Credit risk is limited to ~~credit-verification procedures. The Company’s greatest credit-risk exposure is~~ the book value of ~~its~~the financial assets as of the consolidated balance sheet date. These assets consist mainly of cash, ~~bank~~banks and time deposits, trade accounts receivable, ~~other~~miscellaneous accounts receivable and derivative financial instruments.

~~With respect~~Collections in January 2010 amounted to US$981,00, which represents 91.1% percent of the balances receivable as of December 31, 2009, for which reason the credit risk ~~arising from the Company’s other financial instruments (mainly the balances deposited in banks) the Company’s credit-risk exposure due to non-fulfillment by a counterpart~~ would ~~at most~~ be ~~the book value of those financial instruments.~~mitigated.

~~(e)~~(c)

Liquidity risk -

~~Liquidity~~

Prudent management of liquidity risk ~~arising from~~implies maintaining sufficient cash and cash equivalents and the ~~inability~~possibility of committing or having financing committed through an adequate number of credit sources. The Company maintains suitable levels of cash and cash equivalents; its shareholders also include companies with economic backing and it has sufficient credit capacity to ~~obtain~~allow it to have access to lines of credit in leading financial entities.

F-60

Notes to the ~~funds necessary to meet~~Consolidated Financial Statements (continued)

The Company continually monitors its liquidity reserves based on cash flow projections.

An analysis of the Company’s ~~commitments associated with~~financial liabilities classified according to their aging is presented below, considering the ~~financial instruments, including~~period from their due date to the inability to quickly sell a financial asset at a price approximating its fair value. The Company has sufficient funds to meet the commitments it has assumed; thus it believes that it has low liquidity risk.consolidated balance sheet date:

	Less than 1 year		Between 1 and 2 years		Between 2 and 5 years		More than 5 years		Total
	US$(000)		US$(000)		US$(000)		US$(000)		US$(000)

As of December 31, 2009
Trade accounts payable		58,233		-		-		-		58,233
Provision for executive compensation		14,175		7,521		16,928		2,506		41,130
Provision for mine closure and exploration projects		15,142		18,911		27,334		22,974		84,361
Other accounts payable		57,807		5,879		-		-		63,686
Long-term debt (principal and interest)		84,380		64,532		90,787		-		239,699
Embedded derivative from sale of concentrate		292		-		-		-		292
Financial hedging instruments		1,468		5,375		-		-		6,843

Total		231,497		102,218		135,049		25,480		494,244

	Less than 1 year		Between 1 and 2 years		Between 2 and 5 years		Greater than 5 years		Total
	US$(000)		US$(000)		US$(000)		US$(000)		US$(000)

As of December 31, 2008
Trade accounts payable		35,944		-		-		-		35,944
Provision for executive compensation		1,966		3,272		5,947		2,839		14,024
Provision for mine closure and exploration projects		12,890		12,829		28,246		29,520		83,485
Other accounts payable		49,961		6,328		-		-		56,289
Long-term debt (principal and interest)		108,186		84,367		154,430		-		346,983
Embedded derivative from sale of concentrate		9,953		-		-		-		9,953

Total		218,900		106,796		188,623		32,359		546,678

~~(f)~~(d)

Capital management -

The objective ofis to safeguard the Company’s capacity to continue as a going concern for the purpose of providing returns for shareholders, benefits for the stakeholders and maintaining an optimal structure that allows reducing the cost of capital.

F-61

Notes to the Consolidated Financial Statements (continued)

The Company manages its capital ~~management~~structure and makes adjustments to confront changes in the market’s economic conditions. The Company’s policy is to ~~invest~~finance all its short- and long-term projects with its own operating resources. In order to maintain or adapt the capital structure, the Company may amend the policy for dividend payments to shareholders, return capital to its shareholders or issue new shares. There were no changes in ~~mining activities~~objectives, policies or ~~projects that contribute to maximizing~~procedures during the ~~shareholders’ equity value. The management of the Company’s capital is monitored by the Board of Directors. There are no externally imposed capital requirements.~~years ending December 31, 2009 and 2008.

30.	Fair value of financial instruments

Fair value is defined as the amount at which ~~the financial instruments could~~assets would be exchanged inor liabilities settled between knowing and willing parties to an ordinary transaction, ~~between parties interested~~under the assumption that the entity is a going concern.

When a financial instrument is traded in ~~an arm’s length~~a liquid and active market, its price as set in a real market transaction ~~rather than a liquidation~~offers the best evidence of its fair value. When no price is set in the market or ~~forced sale. Information about~~ the latter may not be indicative of the instrument’s fair value, the market value of another substantially similar instrument, the analysis of discounted flows or other applicable techniques may be used to determine this fair value, which is materially affected by the assumptions used. Although Management has used its best judgment in estimating the fair values of its financial instruments, any technique for making these estimates entails a certain level of inherent fragility. As a result, fair value may not be indicative of the net realizable or liquidation value of financial instruments.

The following methods and assumptions were used in order to estimate fair values:

Financial instruments whose fair value is ~~presented below:~~similar to their book value –

~~Current~~For financial assets and liabilities ~~approximate~~such as cash, banks and time deposits, accounts receivable, accounts payable and other current liabilities that are liquid or have short-term maturities (less than three months), it is estimated that their book value is similar to their fair ~~value due to~~value.

El Brocal carries out derivative financial instrument transactions with financial entities having investment grade credit ratings. These derivative financial instruments products are estimated using market valuation techniques; the ~~short-term maturities~~majority of ~~these financial instruments.~~contracts are derivative instruments for hedging metals prices.

The valuation technique most frequently applied includes the projections of flows using models and the calculation of present value. These models incorporate numerous variables such as the counterpart entity’s credit-risk rating and future quotes for the prices of minerals.

Financial instruments at fixed and variable rates –

The fair value of ~~long-term debt approximates its book~~financial assets and liabilities at fixed and variable rates at amortised cost is determined by comparing the market interest rates at the time of their initial recognition to the current market rates with regard to similar financial instruments. The estimated fair value ~~because~~of deposits that accrue interest is ~~subject to a floating~~determined by means of cash flows discounted using the prevailing market interest ~~rate (Libor).~~

~~F-74~~

rates in the currency with similar maturities and credit risks.

~~Notes to~~Based on the ~~Consolidated Financial Statements~~ ~~(continued)~~

foregoing, the book value of cash, banks and time deposits, trade accounts receivable, miscellaneous accounts receivable, accounts receivable from associates, trade accounts payable, other accounts payable and long-term debt approaches their fair market values.

31.	Commitments and contingencies

(a)

Environmental -

The Company’s exploration and exploitation activities are subject to environmental protection standards, in compliance with which the Company has filed preliminary environment assessments and Environmental Adjustment and Management Programs (PAMA) for its mining units. The Ministry of Energy and Mines has approved the PAMA presented by the Company for its Uchucchacua, Julcani, Orcopampa and Huachocolpa mining units. As of December 31, 2006, the PAMA for the Uchucchacua, Julcani and Orcopampa mining units had been completed.standards.

Law No. 28090, ~~was promulgated on October 14, 2003 to rule~~regulates the obligations and procedures that must be met by the holders of mining activities for the preparation, filing and implementation of Mine Closure Plans, as well as the establishment of the corresponding environmental guarantees to secure fulfillment of the investments that this includes, subject to the principles of protection, preservation and recovery of the environment. ~~On August 15, 2005 the Law’s regulations were approved. According to their first transitory disposition, closure plans approved prior to enactment of the regulations must be adjusted~~

F-62

Notes to the new provisions within a term no greater than nine months starting from their publication. During the year 2006, in compliance with this Law, the Company completed the Mine Closure Plan assessments for its mining units. To the date of this report, these Mine Closure Plans are pending approval by the Ministry of Energy and Mines.Consolidated Financial Statements (continued)

In 2008, the Company made disbursements of US$8,186,000 (US$3,471,000 and US$4,549,000 during the years 2007 and 2006, respectively), related to activities included in the mine closure budgets. As of December 31, 2008, the Company has recognized liabilities amounting to US$83,485,000 (US$57,889,000 as of December 31, 2007) related to its obligations for the future closure of mining units, see note 13.

~~On July 2, 2004 the Congress of the Republic passed~~ Law No. 28271 ~~"Law that Regulates the Environmental Liabilities of Mining Activities".~~regulates environmental liabilities in mining activities. This Law has the objectives of ruling the identification of mining activity’s environmental liabilities and financing the remediation of the affected areas. According to this law, environmental liabilities refer to the impact caused to the environment by abandoned or inactive mining operations. ~~Company’s Management is currently conducting an inventory of~~

In compliance with the ~~abandoned or inactive areas where~~above-mentioned laws, the Company ~~has previously carried out some~~presented preliminary environmental studies and Environmental Adaptation and Management Programs (EAMP) for mining works, in order to be able to determine the remediation and closure activities that must be performed. On December 7, 2005, the corresponding regulations were approved, and mining companies were given one year to estimate the amount of their environmental liabilities and to file a mine closure plan. According to these regulations, theunits. The Ministry of Energy and Mines had to prepare a preliminary inventory of environmental liabilities, identifying one responsible party for each remediation area. This inventory was published by means of Ministerial Resolution No.290-2006 issued June 15, 2006 andhas approved the ~~holders of the mining concessions were given sixty days to identify new liabilities and to make the corresponding objections.~~

~~The Company reconciled the areas identified~~EAMP presented by the ~~Ministry~~Company for its mining units and exploration projects. See detail of ~~Energy and Mines to those identified~~plans approved in its own records and proceeded to estimate its liabilities, posting an operating expense of US$6,764,000 (US$4,980,000 related to the Santa Barbara unit and US$1,784,000 related to the Buenaventura operating units) as of December 31, 2006. The mine closure plans were prepared by an independent expert authorized by the Ministry of Energy and Mines. The Company expects to settle these liabilities over the next three years.

~~F-75~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

note 13(b).

The Company believes that the liabilities posted are sufficient to comply with the environmental regulations in effect in Peru. See detail in note 13(b).

(b)

Leased concessions -

Sindicato Minero Orcopampa S.A. -

The Company pays 10 per cent on the valued production of mineral obtained from the concessions leased by Sindicato Minero Orcopampa S.A. This concession is in force until the year 2043. See note 22.

Minera El Futuro de Ica S.R.L. -

~~INMINSUR~~

Inminsur entered into a contract with Minera El Futuro de Ica S.R.L. to operate leased mining concessions in the department of Arequipa. The contractual terms establish that the lease is subject to payment of a royalty equivalent to seven percent of the monthly value of the sale of concentrates. ~~The~~As part of the merger with Buenaventura, the contract will be in force until the year 2015.

The total expense for mining royalties, amounting to US$18,811,000 in 2008 (US$16,377,000 and US$13,160,000 in 2007 and 2006, respectively), is shown as an operating expense in the consolidated statement of income, see See note 22.

(c)

Purchase option contracts and joint ventures - -

During the ordinary course of business, the Company executes contracts to undertake exploration works in third-party concessions. Under the terms of these contracts, the Company generally has an option to acquire the concession or to invest in it in order to earn a share in the holding company. In order to exercise these options, the Company must fulfill certain obligations during the contract term. The Company’s failure to perform the obligations established therein is usually grounds for termination of these contracts.

The Company may terminate these contracts at any time during their terms, generally after having performed at least the minimum obligations established. Along this line, the Company constantly analyzes the advisability of whether or not to continue with such contractual relationships.

As set forth in note 2(h), the investments made in joint ventures during the years 2009, 2008 and 2007 amounted to US$4,308,000, US$5,286,000 and US$4,256,000, respectively, and are posted in the “Exploration in non-operative areas” caption. See note 21. There are no significant commitments with regard to these contracts for the following years.

(d)

Legal and tax procedures -

Buenaventura’s legal procedures

Buenaventura is a party in legal procedures that have arisen in the normal course of its activities; nevertheless, in the opinion of Buenaventura’s Management, none of these procedures, ~~individually~~in particular or as a whole, ~~would~~could result in material contingencies.

F-63

Notes to the Consolidated Financial Statements (continued)

Yanacocha’s judicial procedures

Mercury spill in Choropampa -

In June 2000, a transport contractor of Yanacocha spilled approximately 151 kilograms of elemental mercury near the town of Choropampa, Peru, which is located ~~85 kilometers~~53 miles (85 kilometers) southwest of the Yanacocha mine. Elemental mercury is not used in Yanacocha’s operations but is a by-product of gold mining and was sold to a Lima firm for use in medical ~~instrument~~instruments and industrial applications. A comprehensive health and environmental remediation program was undertaken by Yanacocha in response to the incident. In August 2000, Yanacocha paid under protest a fine of S/1,740,000 Peruvian soles (approximately ~~US$0.5~~$0.5 million) to the Peruvian ~~government (Ministry of Energy and Mines).~~government. Yanacocha has entered into settlement agreements with a number of individuals impacted by the incident. As compensation for the disruption and inconvenience caused by the incident, Yanacocha entered into agreements with and provided a variety of public works in the three communities impacted by this incident. Yanacocha cannot predict the likelihood of additional expenditures related to this matter.

~~F-76~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Yanacocha and other defendants have been named in lawsuits filed by approximately 1,100 Peruvian citizens in Denver District Court for the State of Colorado. These actions seek compensatory damages based on claims associated with the elemental mercury spill incident. The parties in these cases agreed to submit these matters to binding arbitration. In October 2007, the parties to the arbitration entered a ~~court-aprroved~~court-approved settlement agreement, resolving most of these cases.

Additional lawsuits relating to the Choropampa incident were filed against Yanacocha in the local courts of Cajamarca, Peru, in May 2002 by over 900 Peruvian citizens. A significant number of the plaintiffs in these lawsuits entered into settlement agreements with Yanacocha prior to filing such claims. In April 2008, the Peruvian Supreme Court upheld the validity of these settlement agreements, which should result in the dismissal of all claims brought by previously settled plaintiffs. Yanacocha ~~had~~has also entered into settlement agreements with approximately 350 additional plaintiffs.

The claims asserted by approximately 200 plaintiffs remain. Yanacocha can not reasonably predict the final outcome or estimate the possible loss relating to such claims. ~~It is estimated that the~~The maximum ~~amount of~~ additional expense related to these ~~demands would be~~judicial claims is estimated at US$~~1,500,000.~~1.5 million.

Conga - -

~~Yanacocha~~

The Company is involved in a dispute with the Provincial Municipality of Celendin regarding the authority of that governmental body to regulate the development of the Conga project. In 2004, the Municipality of Celendin enacted an ordinance declaring the area around Conga to be a mining-free reserve and naturally protected area. ~~Yanacocha~~The Company has challenged this ordinance by means of two legal actions, one filed by ~~Yanacocha~~the Company (as the lease holder of the Conga mining concessions) and one filed by Minera Chaupiloma (as the titleholder of the Conga mining concessions). In August 2007, a Peruvian Court of first instance upheld ~~Chaupiloma's~~Chaupiloma’s claim, stating that the Municipality of Celendin lacks the authority to create natural protected areas. The Municipality of Celendin has not appealed the ruling. Based on legal precedent established by ~~Peru's~~Peru’s Constitutional Tribunal and the foregoing resolution of the Chaupiloma claim, it is reasonable to believe that ~~Yanacocha's~~Yanacocha’s mining rights will be upheld.

~~F-77~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Hacienda Los ~~Negritos-~~Negritos -

In October 2002, ~~Yanacocha~~the Company was sued by Grimaldina Malpica Rojas (“the plaintiff”), seeking: (i) the repossession of the “Los Negritos” property, which is currently held and utilized by ~~Yanacocha,~~the Company, and (ii) a payment for damages of up to ~~US$65~~$65 million. In July 2008 the Court dismissed this claim and the ruling was not appealed by the plaintiff.

F-64

Notes to the Consolidated Financial Statements (continued)

Baños del Inca -

In September 2006 the Municipality of Baños del Inca issued a declaration designating an area that includes the Carachugo Expansion and San Jose Projects as reserved and protected areas. Based on previous experience and actions taken by the Constitutional Tribunal (Peru Court of Last instance for Constitutional issues) in respect of Cerro Quilish in which it was ruled that such declaration did not affect ~~Yanacocha's~~the Company’s mining rights, ~~Yanacocha~~the Company believes that Baños del ~~Inca's~~Inca’s declaration, should not impact ~~Yanacocha's~~the Company’s legal rights to exploit these concessions.

In March 2008, the Lima Court rejected a Baños del Inca Municipality request which did not ~~recognized Lima's~~recognize Lima’s Jurisdiction. The legal proceeding is currently pending resolution in ~~Lima's~~Lima’s Court of First Instance.

San Pablo -

In February 2007 the Municipality of San Pablo issued an ordinance designating an area that includes Las Lagunas and Pozo Seco as reserved and protected areas, where ~~Yanacocha~~the Company has mining rights. Based on previous experience and actions taken by the Constitutional Tribunal in respect of Cerro Quilish in which it was ruled that such declaration did not affect ~~Yanacocha's~~the Company’s mining rights, ~~Yanacocha~~the Company believes that San ~~Pablo's~~Pablo’s declaration should not impact ~~Yanacocha's~~the Company’s legal rights to exploit these concessions. ~~Yanacocha~~The Company has challenged this ordinance on the grounds that, under Peruvian law, local governments lack the authority to create such areas, denying the rights granted by ~~Yanacocha's~~the Company’s mining concessions. The Court in the ~~first instance~~First Instance rejected the complaint based on formal grounds. The resolution of the Court was appealed and such appeal is currently pending resolution in ~~Lima's~~Lima’s Court of Second Instance.

In November 2008, ~~Lima's~~Lima’s Court confirmed the ruling from the First Instance, rejecting the case based on formal ground. A constitution complaint has been submitted to the Constitutional Court and is currently pending resolution.

Clinica Internacional, Addeco, SDC Security -

Workers of three contractor companies (Clínica Internacional, Adecco and SGC Security) have initiated judicial proceedings through which they demand their incorporation into Minera Yanacocha’s payroll. The workers claim that they are direct employees of the Company and entitled to the corresponding rights afforded to direct employees, arguing that they receive direct orders from Minera Yanacocha and that most of the equipment they use is provided for by the Company. All these proceedings, which involve a total of 97 workers, are pending resolution in Lima’s Court of First Instance.

Tax ~~procedures~~processes -

As of December 31, ~~2008,~~2009, the Tax Authority had audited the tax returns from the period 2004 forward. As a result of these audits, the Tax Authority issued certain assessments, with which Yanacocha and its legal advisers do not agree. For 2004 and 2006, Yanacocha has paid US$11,500,000 and US$7,600,000, respectively, with the objective of preventing the accrual of interest and fines generated on the assessments proposed, which are of a timing nature. It should be mentioned that the assessments relate to the timing of certain deductible expenses. Yanacocha has posted a provision for financial purposes for an amount that represents Management’s best estimate of the income tax expense resulting from these tax audits. In the opinion of Yanacocha’s Management, resolution of the income tax controversy will not have a material effect on the financial statements or on Yanacocha’s liquidity.

~~F-78~~F-65

Notes to the Consolidated Financial Statements (continued)

Other contingencies - Cerro Quilish -

Yanacocha has a dispute with the Provincial Municipality of Cajamarca with respect to that government body’s authority to rule the development of the Cerro Quilish gold deposit. Cerro Quilish is located on the same slope as the city of Cajamarca. The Municipality has promulgated a decree that declares Cerro Quilish and its slope as a protected area and natural reserve. Yanacocha has opposed this decree arguing that, under Peruvian law, local governments do not have the authority to create such areas. The Peruvian Constitutional Court heard the case in early 2003, and on April 7, 2003 decided that Yanacocha had the right to explore this area in accordance with its mining concessions. The Court demanded that Yanacocha complete an environmental impact assessment conducted by independent certified organizations or entities before initiating any work in Cerro Quilish, and that it adopt the mitigation measures necessary to protect the quality and amount of water supplied to the City of Cajamarca. In July 2004, Yanacocha received a drilling permit and began its exploration activities in the Cerro Quilish deposit. In September 2004, city of Cajamarca residents blocked the highway between the city of Cajamarca and the mine to protest against these exploration activities. Yanacocha suspended all drilling activities in Cerro Quilish and the blockade ended.

In November 2004, as an acknowledgement of community concerns, Yanacocha asked for and received a revocation of its drilling permit for Cerro Quilish. In this regard, Yanacocha continues to work to improve its relationship with the communities in the vicinity of Cajamarca.

32.	Transactions with ~~affiliates~~associated companies

The Company has carried out the following transactions with ~~affiliates~~its associates in the years 2009, 2008 ~~2007~~ and ~~2006:~~2007:

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

This company is the owner of the mining claims operated by Yanacocha, in consideration for which it receives royalties of three percent of the sales made by Yanacocha. In ~~2008,~~2009, these royalties amounted to US$~~48,760,000(~~62,150,000 (US$48,760,000 and US$34,014,000 in 2008 and ~~US$48,475,000 in~~ 2007, ~~and 2006,~~ respectively) and is presented in the ~~Royalty income~~“Royalty income” caption in the consolidated statement of income.

Compañía Minera Condesa S.A. (“Condesa”) -

In ~~2008,~~2009, Yanacocha granted approximately US$100,395,000 (US$257,536,000 ~~(US$43,650,000~~ and US$~~209,520,000~~43,650,000 in ~~2007~~2008 and ~~2006,~~2007, respectively) in cash dividends to Condesa.

Sociedad Minera Cerro Verde S.A.A. (“Cerro Verde”) -

In ~~2008,~~2009, Buenaventura received the amount of US$113,450,000 (US$156,067,000 ~~(US$~~and US$114,694,000 in ~~the year 2007)~~2008 and 2007, respectively) in cash dividends from Cerro Verde.

Buenaventura Ingenieros S.A. (“Bisa”) -

Starting from July 2007, Bisa participates in the bidding for the execution of specific work orders for ~~Minera Yanacocha S.R.L..~~

Consorcio Energético de Huancavelica S.A. (“Conenhua”) -

In November 2001, Conenhua entered into a contract with Yanacocha for providing electrical energy transmission and works operation services for a term of ten years, for which an annual compensation of US$3.7 million was set. The income related to this service during the year ~~2008~~2009 amounted to approximately US$4,788,000 (US$~~4,407,000~~4,788,000 and US$~~3,873,000~~4,407,000 in ~~2007~~2008 and ~~2006,~~2007, respectively) and is presented in the ~~Net sales~~“Net sales” caption in the consolidated statement of income.

~~F-79~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

As a result of the transactions indicated above and other minor ones, the Company has the following accounts receivable from ~~affiliates:~~associates:

F-66

Notes to the Consolidated Financial Statements (continued)

	2009		2008
	US$(000)		US$(000)

Minera Yanacocha S.R.L.		21,794		12,118
Other		72		993

		21,866		13,111

2008 2007
US$(000) US$(000)

Minera Yanacocha S.R.L. 12,118 14,307
Other 993 113

13,111 14,420

33.	Summary of significant differences between accounting principles followed by the Company and U.S. generally accepted accounting principles

Differences in preparation

The ~~Company's~~Company’s consolidated financial statements have been prepared in accordance with Peruvian GAAP which differs in certain respects from U.S. GAAP. The effects of these differences are reflected in Note 34 and are principally related to the items discussed in the following paragraphs:

Shares in Yanacocha and Cerro Verde

Peruvian GAAP – In the consolidated financial statements, Yanacocha and Cerro Verde are accounted for by the equity method. The consolidated results and shareholders’ equity include the participation in Yanacocha and Cerro Verde which are obtained from their financial statements prepared following Peruvian GAAP, modified to recognize the current accounting policies of Buenaventura.

U.S. GAAP – The consolidated results and shareholders’ equity under U.S. GAAP include the shares in Yanacocha and Cerro Verde obtained from those entities financial statements prepared in accordance with U.S. GAAP.

Deferred Income Tax

Peruvian GAAP – Under paragraph 70 of IAS 1, Presentation of Financial Statements, deferred tax assets and liabilities are always classified as non-current assets or liabilities.

U.S.GAAP – Deferred income tax liabilities and assets shall be classified as current or non-current based on the classification of the related asset or liability for financial reporting purposes.

Under Peruvian GAAP, IAS 12 – Income Taxes, the Company must consider the effect on the deferred income tax and workers’ profit sharing generated by maintaining book basis in U.S. dollars and a tax basis in Nuevos Soles (for tax purposes, the functional currency is Nuevos Soles). US GAAP, ~~FAS~~ASC 740 Income Taxes (FAS 109 - Accounting for Income ~~Taxes,~~Taxes), prohibits the recognition of a deferred tax liability or asset for differences related to non-monetary assets and liabilities that, under ~~FASB 52 “Foreign~~ASC 830 Foreign Currency ~~Translation”~~Translation (FAS 52), are remeasured from the local currency into the functional currency using historical exchange rates and that result from changes in exchange rates. Therefore, the deferred income tax recorded under Peruvian GAAP has been included as a reconciliation item, see note 34.

~~F-80~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Workers’ profit sharing

~~Workers' profit sharing~~

Peruvian GAAP – ~~Workers'~~Workers’ profit sharing expense (income) is separately presented in the consolidated statements of income in a similar way as income tax expense (income). Also, deferred ~~workers'~~workers’ profit sharing asset (liability) is separately presented in the consolidated balance sheets in a similar way as deferred income tax assets (liabilities).

U.S. GAAP – The practice is to recognize the ~~workers'~~workers’ profit sharing expense (income) as part of operating expense (income). Also, deferred ~~workers'~~workers’ profit sharing assets (liabilities) shall be classified as current or non-current based on the classification of the related assets or liability for financial reporting purposes.

F-67

Notes to the Consolidated Financial Statements (continued)

Equity accounts translation

Peruvian GAAP – Under Peruvian GAAP, based on IAS 21 - The Effects of Changes in Foreign Exchange Rates, when there is a change in an entity’s functional currency, the entity shall apply the translation procedures applicable to the new functional currency prospectively from the date of the change using the exchange rate at the date of the change. The resulting translated amounts for non-monetary items are treated as their historical cost. Therefore, for Peruvian GAAP purposes, the Company has translated equity accounts into U.S. dollars using the exchange rate as of December 31, 2005 when it changed its functional currency from Peruvian Soles to U.S. dollars.

U.S. GAAP – Under U.S. GAAP, based on ~~FAS 52 -~~ASC 830 Foreign Currency Translation (codified mainly from FAS 52), equity accounts should be translated into U.S. dollars using historical exchange rates. The cumulative translation loss amounts to US$19,323,000 (US GAAP) and US$34,075,000 (Peru GAAP) as of December 31, ~~2008~~2009 and ~~2007.~~2008. It has no effect on total equity as of December 31, ~~2008~~2009 and ~~2007.~~

~~Acquisition of minority interests~~

~~Peruvian GAAP – Buenaventura acquired minority interests in its subsidiaries INMINSUR in 2006 and El Brocal in~~ 2008. IFRS 3, Business Combinations, states that the acquisition of a minority interest is not a business combination; therefore, Buenaventura has recorded the difference between the cost of acquisition and the book value of the minority interests acquired as Mining Rights (the “Parent entity extension method”). This is an acceptable method of accounting for acquisition of minority interests.

US GAAP – Under SFAS No. 141, Business Combinations, the acquisition of some or all of the non-controlling interests in a subsidiary is not a business combination. However, paragraph 14 of this Statement specifies that such acquisition - whether acquired by the parent, the subsidiary itself, or another affiliate - shall be accounted for using the purchase method. Any difference between the cost of acquisition and the fair value of the minority interest acquired was recorded as Mining Rights. The difference between the book value and the fair value of the net assets acquired in INMINSUR and El Brocal, are immaterial and are not presented as a reconciliation item between Peruvian GAAP and US GAAP.

~~F-81~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Impairment of long-term assets

Peruvian GAAP – Under Peruvian GAAP, based on IAS 36 – Impairment loss is calculated by comparing the net carrying amount of the asset to its recoverable amount, which is the higher of its value in use or fair value less costs to sell. Under IAS 36 the provision amounted US$~~18,610,000~~3,325,000 for the year ended December 31, ~~2008.~~2009.

U.S. GAAP – Under U.S. GAAP, ~~FAS 144 –~~ASC 360 Accounting for the impairment or disposal of long-lived assets (FAS 144), Impairment is considered to exist if total estimated undiscounted cash flows are less than the carrying amount of the asset and an impairment loss is then measured as the amount by which the carrying value of the asset exceeds its fair value. Once recognized, an impairment loss is not reversed. Under ~~FAS 144~~ASC 360 the provision amounted US$~~15,843,000~~2,086,000 as of December 31, ~~2008.~~2009.

Provision for closure of mining units and exploration projects

Peruvian GAAP – Under Peruvian GAAP, based on IFRIC 1 and IAS 37 – Provisions are adjusted at each balance sheet date to reflect the current best estimate. If the provision was discounted, the provision should increase in each period to reflect the passage of time. The interest rate used to measure that change is pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability as of each consolidated balance sheet date. Under Peruvian GAAP, the accretion expense amounted US$4,839,000 for the year ended December 31, 2009.

U.S. GAAP – Under U.S. GAAP, FAS 143 “Accounting for Asset Retirement Obligation” (subsequently codified within ASC 410 Asset Retirement and Environmental Obligations), changes to an ARO due to the passage of time are measured by applying an interest method of accretion to the amount of the liability at the beginning of the period. The interest rate used to measure that change is the credit-adjusted riskfree rate that existed when the liability, or portion thereof, was initially measured. That change is recognized as an increase in the carrying amount of the ARO and as accretion expense (not interest). Under US GAAP the accretion expense amounted US$6,946,000 as of December 31, 2009.

Differences in presentation

Presentation of minority interests

Under Peruvian GAAP, based on IAS 1 - Presentation of Financial Statements, minority interests should be presented within equity, but separate from the parent shareholders' equity.

Under U.S. GAAP, minority interests shall be presented outside equity, between liabilities and equity. Consequently, minority interest has been included as a reconciliation item, see note 34.

F-68

Notes to the Consolidated Financial Statements (continued)

Presentation of royalties and unusual item related to net loss from release of commitments in commercial contracts

Peruvian GAAP – Royalties granted to the Peruvian State and third parties amounting to US$39,646,000, US$35,694,000 and US$33,978,000 in 2009, 2008 and ~~US$24,420,000 in 2008,~~ 2007, ~~and 2006,~~ respectively, as well as the unusual item related to net loss from release of commitments in commercial contracts amounting to US$415,135,000 and US$185,922,000 in 2008 and 2007, respectively, are presented as part of operating expenses.

US GAAP – The royalties above mentioned must be presented as part of operating costs, affecting the gross margin. The presentation of the loss on the derivative contracts as unusual item is not permitted.

~~F-82~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

34.	Reconciliation between net income and ~~shareholders'~~shareholders’ equity determined under Peruvian GAAP and U.S. GAAP

Until December 31, 2005, the Company had designated Peruvian Nuevos Soles as its functional and reporting currency. Effective January 1, 2006, the functional and reporting currency of the Company is U.S. dollar for Peruvian GAAP and U.S. GAAP purposes. The methodology of translation from Nuevos Soles into U.S. dollars and the reasons supporting this change are described in note ~~2(f)~~2.2 (a) of the consolidated financial statements.

The following is a summary of the adjustments to net income for the years ended December 31, 2009, 2008 and 2007 and ~~2006 and~~ to ~~shareholders'~~shareholders’ equity as of December 31, ~~2008~~2009 and ~~2007~~2008 that would be required if U.S. GAAP had been applied instead of Peruvian GAAP in the consolidated financial statements:

	2008			2007			2006			2009			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)

Net Income under Peruvian GAAP		153,283			274,761			428,057			593,561			153,283			274,761
Items increasing (decreasing) reported net income
Deferred Income tax and workers´ profit sharing arising from having a functional currency different from the currency used for tax purposes		6,385			(4,968	)		(3,381	)
Share in investment in affiliate		(1,301	)		(44,356	)		-
Provision for impairment of long-term assets		2,767			-			-			1,239			2,767			–
Other		32			32			32			32			32			32
Share in investment in affiliate											-			(1,301	)		(44,356	)
Deferred Income tax and workers´ profit sharing arising from having a functional currency different from the currency used for tax purposes											(4,801	)		6,385			(4,968	)
Accretion expense of the provision for closure of mining units											(2,107	)		–			–
Deferred Income tax and workers’ profit sharing assets, net		(996	)		(11	)		(11	)		(482	)		(996	)		(11	)
Net adjustments		6,887			(49,303	)		(3,360	)		(6,119	)		6,887			(49,303	)

Net income under U.S. GAAP		160,170			225,458			424,697
Net income attributable to Buenaventura, under U.S. GAAP											587,442			160,170			225,458

Other comprehensive income (loss)
Investments in shares held at fair value		(40	)		61			28			557			(40	)		61
Financial Investments maintained at fair value		-			798			834			–			–			798
Realization of accumulated gain on financial instruments available-for-sale		-			(1,633	)		-			–			–			(1,633	)
Unrealized gain on derivate financial instruments held by subsidiary		14,644			1,518			-
Unrealized gain (loss) on derivate financial instruments held by subsidiary											(20,753	)		14,644			1,518
Other		-			-			374			–			–			–

Total comprehensive income under U.S. GAAP		174,774			226,202			425,933			567,246			174,774			226,202

Accumulated other comprehensive income (loss) under U.S. GAAP
Investments in shares maintained at fair value											675			118			158
Cumulative translation loss											(34,075	)		(34,075	)		(34,075	)
Unrealized gain (loss) on derivate financial instruments held by subsidiary											(4,591	)		16,162			1,518
Other											643			643			643
Total accumulated other comprehensive loss under U.S. GAAP											(37,348	)		(17,152	)		(31,756	)
Basic and diluted income per share under U.S. GAAP											2.31			0.63			0.89

~~F-83~~F-69

Notes to the Consolidated Financial Statements (continued)

2008 2007 2006
US$(000) US$(000) US$(000)

Accumulated other comprehensive income (loss) under U.S. GAAP
Investments in shares maintained at fair value 118 158 98
Financial Investments maintained at fair value - - 834
Cumulative translation loss (34,075 ) (34,075 ) (34,075 )
Unrealized gain on derivate financial instruments held by subsidiary 16,162 1,518 -
Other 643 643 643

Total accumulated other comprehensive loss under U.S. GAAP (17,152 ) (31,756 ) (32,500 )

Basic and diluted income per share under U.S. GAAP 0.63 0.89 1.67

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Shareholders’ equity according to the financial statements under Peruvian GAAP		2,263,320			1,728,992			1,580,216
Items increasing (decreasing) reported shareholder´s equity
Minority interest presented within equity under Peruvian GAAP		(199,065	)		(197,391	)		(165,614	)
Share in investment in affiliate		(45,657	)		(45,657	)		(44,356	)
Deferred income tax and worker's profit sharing arising from having a functional currency different from the currency used for tax purposes		(5,920	)		(1,119	)		(8,923	)
Accretion expense of the provision for closure of mining units		(2,107	)		–			–
Provision for impairment of long-term assets, net		306			1,287			(527	)
Deferred income tax and workers’ profit sharing assets, net		165			176			188

Shareholders’ equity according to the financial statements under U.S. GAAP		2,011,042			1,486,288			1,360,984

2008 2007 2006
US$(000) US$(000) US$(000)

Shareholders´ equity according to the financial statements under Peruvian GAAP 1,728,992 1,580,216 1,300,506
Items increasing (decreasing) reported shareholder´s equity
Minority interest presented within equity under Peruvian GAAP (197,391 ) (165,614 ) (91,437 )
Share in investment in affiliate (45,657 ) (44,356 ) -
Deferred income tax and worker's profit sharing arising from having a functional currency different from the currency used for tax purposes (1,119 ) (8,923 ) (3,381 )
Provision for impairment of long-term assets, net (1,287 ) (527 ) (559 )
Deferred income tax and workers' profit sharing assets, net 176 188 199

Shareholders´ equity according to the financial statements under U.S. GAAP 1,486,288 1,360,984 1,205,328

~~F-84~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

The following is a roll forward of the components of ~~shareholders'~~shareholders’ equity under U.S. GAAP:

	US$(000)

~~Shareholders´~~Shareholders’ equity under U.S. GAAP at January 1, ~~2006~~		~~839,162~~
~~Net Income in accordance with U.S. GAAP~~		~~424,697~~
~~Declared and paid dividends~~		~~(59,767~~	)
~~Other~~		~~374~~
~~Financial Investments held at fair value~~		~~834~~
~~Investments in shares held at fair value~~		28

~~Shareholders´ equity under U.S. GAAP at December 31, 2006~~2007		1,205,328
Net Income in accordance with U.S. GAAP		225,458
Declared and paid dividends		(69,972	)
Financial Investments held at fair value		(835	)
Investments in shares held at fair value		61
Unrealized gain on derivate financial instruments held by subsidiary		1,518
Other		(574	)

~~Shareholders´~~
Shareholders’ equity under U.S. GAAP at December 31, 2007		1,360,984
Net Income in accordance with U.S. GAAP		160,170
Declared and paid dividends		(50,888	)
Investments in shares held at fair value		(40	)
Unrealized gain on derivate financial instruments held by subsidiary		14,644
Other		1,418

~~Shareholders´~~
Shareholders’ equity under U.S. GAAP at December 31, 2008		1,486,288

Net Income in accordance with U.S. GAAP		587,442
Declared and paid dividends		(40,711	)
Investments in shares held at fair value		557
Unrealized loss on hedge derivate financial instruments held by subsidiary		(20,753	)
Other		(1,781	)


Shareholders’ equity under U.S. GAAP at December 31, 2009		2,011,042

F-70

Notes to the Consolidated Financial Statements (continued)

Recently adopted accounting pronouncements:

The Accounting Standards Codification -

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB ~~Interpretation N° 48, “Accounting~~Accounting Standards Codification (“ASC”) as the single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. Relevant authoritative literature issued by the Securities and Exchange Commission (“SEC”) and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting guidance not included in the ASC is non-authoritative. The ASC was effective for ~~Uncertainty~~interim quarterly periods beginning July 1, 2009. The adoption of the ASC did not result in ~~Income Taxes” (FIN 48)~~a change in the Company’s accounting principles.

~~On January 1,~~

Noncontrolling Interests -

In December 2007, ~~the Company adopted FASB Interpretation N° 48, “Accounting~~guidance for ~~Uncertainty in Income Taxes” (FIN 48) an interpretation of FASB Statement N° 109, “Accounting for Income Taxes”. FIN 48 clarifies the~~noncontrolling interests was updated to establish accounting and reporting ~~for uncertainties~~standards pertaining to: (i) ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interests”), (ii) the amount of net income attributable to the parent and to the noncontrolling interests, (iii) changes in a parent’s ownership interest, and (iv) the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the ~~application~~former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. For presentation and disclosure purposes, the guidance requires noncontrolling interests to be classified as a separate component of ~~the income tax laws to~~equity. The updated guidance is effective for the Company’s ~~operation.~~fiscal year beginning January 1, 2009.

In January 2010, the guidance for noncontrolling interests was further updated to clarify the scope and to require additional disclosure when a subsidiary is deconsolidated. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption ~~of FIN 48~~ had no impact on the Company’s consolidated financial ~~statements.~~

~~F-85~~

position, results of operations or cash flows.

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

~~SFAS No. 157, “Fair Value Measurements”~~

On January 1, 2008 the Company adopted SFAS No. 157, “Fair Value Measurements” which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 does not require any new fair value measurements under U.S. generally accepted accounting principles (GAAP); rather this statement establishes a common definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value measurements.

The Company adopted SFAS No. 157 for financial assets and liabilities recognized at fair value on a recurring basis effective. The following table list the financial assets and liabilities that are recorded at fair value and the valuation method used as of December 31, 2008:

~~Category~~	~~Valuation Method~~	~~Balance as of~~ ~~December 31, 2008~~ ~~asset (liability)~~
~~Derivative financial instruments, note 28~~	~~Quoted market prices~~	~~US$74,337,000~~
~~Embedded derivatives, note 28~~	~~Quoted market prices~~	~~US$(9,953,000)~~

~~35.~~

~~Recently Issued Accounting Pronouncements~~

~~Fair Value Measurements -~~

In February 2008, FASB issued FASB Staff Position (FSP) No. FAS 157-2, which delays the effective date of SFAS No. 157 for nonfinancial assets or liabilities that are not required or permitted to be measured at fair value on a recurring basis to fiscal years beginning after November 15, 2008, and interim periods within those years.

Business Combinations −

In December 2007, ~~the Financial Accounting Standards Board (FASB)~~FAS 141 (R) “Business Combination” (subsequently codified within ASC 805) was issued ~~SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R) which amends SFAS No. 141, and provides~~in order to provide revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any non controlling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. ~~SFAS No. 141 (revised 2007)~~ASC 805 is effective for business combinations for which the acquisition date is January 1, 2009 or later and is to be applied prospectively. Early adoption is prohibited. The adoption of ~~FAS 141R~~ASC 805 will have on impact on the ~~Company´s~~Company’s financial statements depending on whether the Company enters into business combination transaction in the future.

~~F-86~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Noncontrolling Interests in Consolidated Financial Statements −-

In December 2007, ~~the FASB issued SFAS No. 160, “Noncontrolling~~FAS 160: Noncontrolling Interests in Consolidated Financial Statements − an amendment of ARB No. ~~51” (SFAS No. 160) − which establishes~~51 (subsequently codified within ASC 810 Consolidation) was issued in order to establish accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the no controlling interest, changes in a parent’s ownership interest, and the valuation of any retained no controlling equity investment when a subsidiary is deconsolidated. ~~SFAS No. 160~~ASC 810 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the no controlling owners. ~~SFAS No. 160~~ASC 810 is effective for the Company’s fiscal year beginning January 1, 2009 with early adoption prohibited. This statement is required to be adopted prospectively, except for the following provisions, which are expected to be applied retrospectively: (i) the reclassification of noncontrolling interests to equity in the consolidated balance sheets and (ii) the adjustment to consolidated net income to include net income attributable to both the controlling and noncontrolling interests. The adoption of ~~FAS 160~~ASC 810 will have on impact on the ~~Company´s~~Company’s financial statements depending on whether the Company enters into such transaction in the future.

~~Disclosures about Derivative Instruments and Hedging Activities~~

F-71

Notes to the Consolidated Financial Statements (continued)

Equity Method Investments -

In ~~March~~November 2008, ~~FASB issued SFAS No. 161, “Disclosures about Derivative Instruments~~the guidance for equity method and ~~Hedging Activities – an amendment of FASB Statement No. 133.” SFAS No. 161 amends~~joint venture investments was updated to clarify the ~~disclosure requirements~~accounting for ~~derivative instruments~~certain transactions and ~~hedging activities contained in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Under SFAS No. 161, entities are required~~impairment considerations involving equity method investments. The intent is to provide ~~enhanced disclosures about~~guidance on: (i) ~~how and why~~determining the initial measurement of an ~~entity uses derivative instruments,~~equity method investment, (ii) ~~how derivative instruments and related hedged items are accounted for under SFAS No. 133 and related interpretations~~recognizing other-than-temporary impairments of an equity method investment and (iii) ~~how derivative instruments and related hedged items affect~~accounting for an ~~entity’s financial position, financial performance and cash flows. SFAS No. 161~~equity method investee’s issuance of shares. The updated guidance is effective for the Company’s fiscal ~~years~~year beginning January 1, 2009 and ~~interim periods beginning after November 15,~~should be applied prospectively. The adoption had no impact on the Company’s consolidated financial position or results of operations.

Fair Value Measurements and Disclosures (formerly FAS 157 Fair Value Measurement)

On January 1, 2008 ~~with early application encouraged. SFAS No. 161 encourages, but~~the Company adopted FAS 157 Fair Value Measurement (subsequently codified within ASC 820) which provides enhanced guidance for using fair value to measure assets and liabilities. This ASC guidance does not require any new fair value measurements under U.S. generally accepted accounting principles (GAAP); rather this statement establishes a common definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value measurements.

The Company adopted ASC 820 for ~~earlier~~financial assets and liabilities recognized at fair value on a recurring basis effective. The following table list the financial assets and liabilities that are recorded at fair value and the valuation method used as of December 31, 2009 and 2008:

Category	Valuation Method	Balance as of December 31, 2009 asset (liability)			Balance as of December 31, 2008 asset (liability)

Derivative financial instruments, note 28	Quoted market prices	US$	(6,843,000	)	US$	74,337,000

Embedded derivatives, note 28	Quoted market prices	US$	4,546,000		US$	(9,953,000	)

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly - -

On 9 April 2009, FSP-FAS 157-4: Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (subsequently codified within ASC 820) was issued in order to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. The ASC 820 also provides additional guidance on circumstances that may indicate that a transaction is not orderly. This rule is effective for interim and annual reporting periods ~~presented for comparative purposes at initial adoption.~~ending after June 15, 2009, and shall be applied prospectively. The adoption of ~~SFAS No. 161 will~~the FSP had not ~~affect significantly~~impacted on the Company’s ~~accounting for derivative~~2009 financial ~~instruments; however,~~reporting and disclosures.

F-72

Notes to the ~~Company is currently evaluating the impact on its related disclosures.~~Consolidated Financial Statements (continued)

Interim Disclosures about Fair Value of Financial Instruments -

In April 2009, ~~FASB issued FSP No.~~ FAS ~~107-1 and APB 28-1, “Interim~~107 Disclosures about Fair Value of Financial ~~Instruments”~~Instruments (subsequently codified within ASC 825 Financial Instruments) and APB 28-1 Interim Disclosures about Fair Value of Financial Instruments (subsequently codified within ASC 270 Interim Reporting), which provides enhanced guidance on an fair value disclosures. ~~FSP No. FAS 107-1~~ASC 825 and ~~APB 28-1 requires~~ASC 270 require that an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by ~~Statement 107.~~ASC 825. Fair value information disclosed in the notes shall be presented together with the related carrying amount in a form that makes it clear whether the fair value and carrying amount represent assets or liabilities and how the carrying amount relates to what is reported in the statement of financial position. This rule is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of ~~FSP No. FAS 107-1~~ASC 825 and ~~APB 28-1 will~~ASC 270 had not ~~have~~ a material impact on the Company´s ~~2008~~interim financial reporting and disclosures.

~~F-87~~

~~Notes to the Consolidated Financial Statements~~ ~~(continued)~~

Recognition and Presentation of Other-Than-Temporary Impairments -

In April 2009, ~~FASB issued~~ FSP No. FAS 115-2, FAS 124-2 and EITF 99-20-2, “Recognition and Presentation of Other-Than-Temporary Impairments”~~, which provides~~ (subsequently codified within ASC 320 Investments—Debt and Equity Securities) was issued in order to provide enhanced guidance on recognition and presentation. ~~FSP No. FAS 115-2, FAS 124-2 and EITF 99-20-2~~ASC 320 requires to determine whether the holder of an investment in a debt or equity security for which changes in fair value are not regularly recognized in earnings (such as securities classified as held-to-maturity or available-for-sale) should recognize a loss in earnings when the investment is impaired. An investment is impaired if the fair value of the investment is less than its amortized cost basis.

In addition, an entity shall disclose information for interim and annual periods that enables users of its financial statements to understand the types of available-for-sale and held-to maturity debt and equity securities held, including information about investments in an unrealized loss position for which an other-than-temporary impairment has or has not been recognized. In addition, for interim and annual periods, an entity shall disclose information that enables users of financial statements to understand the reasons that a portion of an other-than-temporary impairment of a debt security was not recognized in earnings and the methodology and significant inputs used to calculate the portion of the total other-than-temporary impairment that was recognized in earnings. This rule is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of ~~FSP No. FAS 115-2, FAS 124-2 and EITF 99-20-2~~ASC 320 will not have a material impact on the ~~Company´s 2008~~Company’s 2009 financial reporting and disclosures but could affect the Company in the future.

~~Determining Fair Value When~~Subsequent Events -

In May 2009, the ~~Volume~~guidance for subsequent events was updated to establish accounting and ~~Level~~reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The update sets forth: (i) the period after the balance sheet date during which management of ~~Activity~~a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. This ASC guidance is effective for the ~~Asset~~Company’s interim period beginning June 30, 2009. The adoption had no impact on the Company’s consolidated financial position, results of operations or ~~Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly - -~~cash flows.

On 9 April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4 or the FSP). FSP 157-4 amends FASB Statement No. 157,

35.	Recently Issued Accounting Pronouncements

Fair Value Measurements ~~(Statement 157 or~~and Accounting -

In January 2010, the ~~Statement)~~guidance for fair value measurements and disclosure was updated to require additional disclosures related to: i) transfers in and out of level 1 and 2 fair value measurements and ii) enhanced detail in the level 3 reconciliation. The guidance was amended to provide ~~additional guidance on estimating~~clarity about: i) the level of disaggregation required for assets and liabilities and ii) the disclosures required for inputs and valuation techniques used to measure fair value ~~when the volume~~for both recurring and nonrecurring measurements that fall in either level ~~of activity for an asset~~2 or ~~liability have significantly decreased in relation to normal market activity for the asset or liability.~~level 3. The ~~FSP also provides additional~~updated guidance ~~on circumstances that may indicate that a transaction is not orderly. This rule~~ is effective for ~~interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively.~~the Company’s fiscal year beginning January 1, 2010, with the exception of the level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011. The ~~adoption~~Company is evaluating the potential impact of ~~FSP No. FAS 157-4 will not have a material impact~~adopting this guidance on the ~~Company´s 2008~~Company’s consolidated financial ~~reporting~~position, results of operations and ~~disclosures but will impact the Company in the future.~~

cash flows.

~~F-88~~F-73

MINERA YANACOCHA S.R.L.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2008~~2009

CONTENTS	~~Pages~~Page

Report of the Independent Registered ~~and~~ Certified Public Accounting Firm	~~F-90~~F-75

Consolidated Statements of ~~income~~Income for each of the three years ended December 31, ~~2008~~2009	~~F-91~~F-76

Consolidated Balance ~~sheets at~~Sheets as of December 31, ~~2008~~2009 and ~~2007~~2008	~~F-92~~F-77

Consolidated Statements of ~~cash flows~~Cash Flows for each of the three years ended December 31, ~~2008~~2009	~~F-93~~F-78

Consolidated Statements of ~~changes~~Changes in ~~partners’ equity~~Partners’ Equity for each of the three years ended December 31, ~~2008~~2009	~~F-94~~ F-79

Notes to the ~~consolidated financial statements~~Consolidated Financial Statements	~~F-95~~F-80

~~US$ = Dólares estadounidenses~~

~~F-89~~F-74

PricewaterhouseCoopers	Dongo-Soria, Gaveglio y Asociados
	Sociedad Civil
	~~Firma Miembro~~ de ~~PricewaterhouseCoopers~~Responsabilidad Limitada
	Av. Santo Toribio 143
	Lima 27, Perú
	Apartado 1434-2869
	Telfs.:(51 1)211-6500 411-5800
	Fax : (51 1) 211-6560

REPORT OF THE INDEPENDENT REGISTERED AND CERTIFIED PUBLIC ACCOUNTING FIRM

February ~~16, 2009~~23, 2010

To the Partners and the Executive Committee of

Minera Yanacocha S.R.L.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in ~~consolidated~~ partners’ equity and ~~consolidated~~ cash flows, present fairly, in all material respects, the financial position of Minera Yanacocha S.R.L. at December 31, ~~2008~~2009 and ~~2007,~~2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2008~~2009 in conformity with accounting principles generally accepted in the United States of America. These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audits. We conducted our audits of these ~~consolidated~~ financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the ~~consolidated~~ financial statements, the Company ~~charged~~changed its method of accounting for uncertain tax ~~position~~positions effective January 1, ~~2007, and charged its method of accounting for stripping costs incurred during the production phase effective January 1, 2006.~~2007.

~~Countersigned by~~

Counstersigned by

/s/S/ FERNANDO GAVEGLIO	(partner)

Fernando Gaveglio

Peruvian Certified Public Accountant

Registration No.01-19847

~~F-90~~F-75

MINERA YANACOCHA S.R.L

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2009			2008			2007
	(dollars in thousands)
Revenues	$	2,013,228		$	1,612,618		$	1,093,347
Costs and expenses		671,507			659,867			506,261
Costs applicable So sales (1)
Amortization		166,053			169,131			159,148
Accretion		12,047			9,919			8,850
Exploration and advanced projects		22,968			28,151			28,234
Other expense, net (Note 3)		78,024			76,673			75,019
		950,599			943,741			777,512
Other income (expense)
Other income, net (Note 4)		3,886			11,239			15,877
Interest expense, net of capitalized interest of $4,212, $5,002 and $11,696, respectively		(4,598	)		(7,597	)		(3,179	)
		(712	)		3,642			12,698

Income before income tax		1,061,917			672,519			328,533
Income tax expense (Note 5)		(334,841	)		(196,057	)		(107,044	)
Net income	$	727,076		$	476,462		$	221,489

Other comprehensive income, net of tax		1,239			—			—
Comprehensive income	$	728,315		$	476,462		$	221,489

(1) Exclusive of Amortization and Accretion

The accompanying notes are an integral part of these consolidated financial statements.

F-76

MINERA YANACOCHA S.R.L.

CONSOLIDATED ~~STATEMENTS OF INCOME~~BALANCE SHEETS

Years Ended December 31,
2008 2007 2006
(dollars in thousands)

Revenues $ 1,612,618 $ 1,093,347 $ 1,543,212

Costs and expenses
Costs applicable to sales (exclusive of Amortization and Accretion shown separately below) 659,867 506,261 468,027
Amortization 169,131 159,148 171,730
Accretion expense 9,919 8,850 7,222
Exploration and advanced projects 28,151 28,234 32,254
Other expenses, net (Note 3) 76,673 75,019 107,013
943,741 777,512 786,246

Other income (expense), net
Other income, net (Note 4) 11,239 15,877 19,202
Interest expense, net of capitalized interest of $5,002, $11,696 and $4,146, respectively (7,597 ) (3,179 ) (12,377 )
3,642 12,698 6,825

Income before income tax 672,519 328,533 763,791
Income tax expense (Note 5) (196,057 ) (107,044 ) (238,343 )
Net income $ 476,462 $ 221,489 $ 525,448

	At December 31,
	2009		2008
	(dollars in thousands)
ASSETS
Cash and cash equivalents	$	732,635	$	157,526
Accounts receivable (Note 6)		32,669		45,554
Due from related parties (Note 12)		4,180		2,126
Inventories (Note 7)		46,077		75,328
Stockpiles and ore on leach pads (Note 8)		172,447		126,191
Deferred income tax assets (Note 5)		8,746		8,746
Other current assets (Note 9)		18,176		19,531
Current assets		1,014,930		435,002

Property, plant and mine development, net (Note 10)		1,234,694		1,293,716
Long-term ore on leach pads (Note 8)		197,554		147,998
Other long-term assets (Note 9)		19,322		15,247
Total assets	$	2,466,500	$	1,891,963

LIABILITIES
Current portion of debt (Note 11)	$	36,101	$	27,283
Accounts payable		62,168		77,100
Due to related parties (Note 12)		27,591		18,209
Workers’ profit participation (Note 13)		57,551		32,839
Income tax payable		68,704		24,804
Other current liabilities (Note 14)		79,468		87,496
Current liabilities		331,583		267,731

Debt (Note 11)		142,235		178,335
Reclamation and remediation liabilities (Note 15)		187,711		174,024
Deferred workers’ profit participation (Note 13)		17,164		9,652
Deferred income tax liabilities (Note 5)		67,995		42,043
Other long-term liabilities		8,710		7,391
Total liabilities		755,398		679,176

Commitments and contingencies (Note 19)

PARTNERS’ EQUITY
Partners’ contributions		398,216		398,216
Additional contributions		226		226
Accumulated other comprehensive income		1,239		—
Retained earnings		1,311,421		814,345
Total partners’ equity (Note 16)		1,711,102		1,212,787
Total liabilities and partners’ equity	$	2,466,500	$	1,891,963

The accompanying notes are an integral part of these consolidated financial statements.

~~F-91~~F-77

MINERA YANACOCHA S.R.L.

~~CONSOLIDATED BALANCE SHEETS~~

At December 31,
2008 2007
(dollars in thousands)
ASSETS
Cash and cash equivalents $ 157,526 $ 288,376
Accounts receivable (Note 6) 45,538 57,506
Due from related parties (Note 12) 2,142 152
Inventories (Note 7) 75,328 85,523
Stockpiles and ore on leach pads (Note 8) 126,191 86,624
Deferred income tax assets (Note 5) 8,746 8,746
Other current assets (Note 9) 19,531 14,385
Current assets 435,002 541,312

Property, plant and mine development, net (Note 10) 1,293,716 1,182,774
Long-term ore on leach pads (Note 8) 147,998 165,701
Other long-term assets 15,247 6,097
Total assets $ 1,891,963 $ 1,895,884

LIABILITIES
Current portion of long-term debt (Note 11) $ 27,283 $ 22,724
Accounts payable 77,094 35,234
Due to related parties (Note 12) 18,215 15,827
Workers’ profit participation (Note 13) 32,839 24,530
Income tax payable 24,804 4,777
Other current liabilities (Note 14) 87,496 65,626
Current liabilities 267,731 168,718

Long-term debt (Note 11) 178,335 195,387
Reclamation and remediation liabilities (Note 15) 174,024 146,367
Deferred workers’ profit participation (Note 13) 9,652 9,355
Deferred income tax liabilities (Note 5) 42,043 44,728
Other long-term liabilities 7,391 5,004
Total liabilities 679,176 569,559

Commitments and contingencies (Note 19)

PARTNERS’ EQUITY
Partners’ contributions 398,216 398,216
Additional contributions 226 226
Retained earnings 814,345 927,883
Total partners’ equity (Note 16) 1,212,787 1,326,325
Total liabilities and partners’ equity $ 1,891,963 $ 1,895,884

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~F-92~~

~~MINERA YANACOCHA S.R.L.~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2009			2008			2007
	(dollars in thousands)
Operating activities:
Net income	$	727,076		$	476,462		$	221,489
Adjustments to reconcile net income to net cash provided from operating activities:
Amortization		166,053			169,131			159,148
Deferred income tax		25,413			1,024			(6,173	)
Deferred workers’ profit participation		7,513			297			(2,061	)
Accretion of reclamation obligations					13,016			10,890
Other operating adjustments		3,060			2,304			15,510
Decrease (increase) in operating assets:		(28,582	)		(17,707	)		(23,139	)
Inventories, stockpiles and ore on leach pads Other assets		13,359			15,656			(25,499	)
Increase (decrease) in operating Stabilities:
Accounts payable and other accrued liabilities		58,548			93,280			(72,271	)
Reclamation liabilities		(4,091	)		(6,800	)		(7,701	)
Net cash provided from operations		981,365			744,537			268,988
Investing activities:
Additions to property, plant and mine development		(150,262	)		(239,336	)		(252,725	)
Funding of long-term investment (Note 1)		—			(13,000	)		—
Proceeds from sale of assets		1,345			991			2,556
Net cash used in investing activities:		(148,917	)		(251,345	)		(250,169	)

Financing activities:
Change in restricted cash		(57	)		(9,174	)		(21	)
Repayment of debt .		(27,282	)		(24,868	)		(10,345	)
Distributions to partners		(230,000	)		(590,000	)		(100,000	)
Net cash used in financing activities		(257,339	)		(624,042	)		(110,366	)
Net change in cash and cash equivalents		575,109			(130,850	)		(91,547	)
Cash and cash equivalents at beginning of the year		157,526			288,376			379,923
Cash and cash equivalents at end of the year	$	732,635		$	157,526		$	288,376

Years Ended December 31,
2008 2007 2006
(dollars in thousands)
Operating activities:
Net income $ 476,462 $ 221,489 $ 525,448
Adjustments to reconcile net income to net cash provided from operating activities
Amortization 169,131 159,148 171,730
Deferred income tax 1,024 (6,173 ) (15,263 )
Deferred workers’ profit participation 297 (2,061 ) (4,944 )
Accretion of reclamation obligations 10,890 9,685 7,918
Other operating adjustments 2,304 15,510 3,310
(Increase) decrease in operating assets:
Inventories, stockpiles and ore on leach pads (17,707 ) (23,139 ) (73,261 )
Other assets 15,656 (25,499 ) (1,445 )
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities 93,280 (72,271 ) 31,821
Reclamation liabilities (6,800 ) (7,701 ) (8,133 )
Net cash provided from operations 744,537 268,988 637,181

Investing activities:
Additions to property, plant and mine development (239,336 ) (252,725 ) (269,293 )
Funding of long-term investment (13,000 ) - -
Proceeds from sale of assets 991 2,556 935
Net cash used in investing activities (251,345 ) (250,169 ) (268,358 )

Financing activities:
Proceeds from debt, net - - 198,785
Change in restricted cash 9,174 (21 ) (36 )
Repayments of debt (24,868 ) (10,345 ) (3,160 )
Distributions to partners (590,000 ) (100,000 ) (480,000 )
Net cash used in financing activities (624,042 ) (110,366 ) (284,411 )
Net change in cash and cash equivalents (130,850 ) (91,547 ) 84,412
Cash and cash equivalents at beginning of the year 288,376 379,923 295,511
Cash and cash equivalents at end of the year $ 157,526 $ 288,376 $ 379,923

See Note 17 for supplemental cash flow information.

The accompanying notes are an integral part of these consolidated financial statements.

~~F-93~~F-78

MINERA YANACOCHA S.R.L.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ EQUITY

	Partners’ contributions		Additional contributions		Restricted earnings			Retained earnings			Total partners’ equity			Partners' Contributions		Additional Contributions		Restricted Earnings			Retained Earnings			Accumulated Other Comprehensive Income		Total Partner's Equity
	(dollars in thousands)													(dollars in thousands)
Balance at January 1, 20060	$	208,616	$	226	$	189,600		$	758,206		$	1,156,648
Cumulative effect of adoption EITF 04-06 (Note 2)		-		-		-			(5,687	)		(5,687	)
Distributions of profits to the partners		-		-		-			(480,000	)		(480,000	)
Net income		-		-		-			525,448			525,448
Balance at December 31, 2006	$	208,616	$	226	$	189,600		$	797,967		$	1,196,409
Cumulative effect of adoption of FIN 48 (Note2)		-		-		-			8,427			8,427
Balance at January 1, 2006														$	208,616	$	226	$	189,600		$	797,967		$	—	$	1,196,409
Uncertain tax positions (Note 2)															—		—		—			8,427			—		8,427
Capitalization of restricted earnings (Note 5)		189,600		-		(189,600	)		-			-			189,600		—		(189,600	)		—			—		—
Distributions of profits to the partners		-		-		-			(100,000	)		(100,000	)		—		—		—			(100,000	)		—		(100,000	)
Net income		-		-		-			221,489			221,489			—		—		—			221,489					221,489
Balance at December 31, 2007	$	398,216	$	226	$	-		$	927,883		$	1,326,325		$	398,216	$	226	$	—		$	927,883		$	—	$	1,326,325
Distributions of profits to the partners		-		-		-			(590,000	)		(590,000	)		—	__			—			(590,000	)		—		(590,000	)
Net income		-		-		-			476,462			476,462			—		—		—			476,462			—		476,462
Balance at December 31, 2008	$	398,216	$	226	$	-		$	814,345		$	1,212,787		$	398,216	$	226	$	—		$	814,345		$	—	$	1,212,787
Distributions of profits to the partners															—		—		—			(230,000	)		—		(230,000	)
Unrealized gain on marketable securities															—		—		—			—			1,239		1,239
Net income															—		—		—			727,076			—		727,076
Balance at December 31, 2009														$	398,216	$	226	$	—		$	1,311,421		$	1,239	$	1,711,102

The accompanying notes are an integral part of these consolidated financial statements.

~~F-94~~F-79

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

1 1.	BUSINESS ACTIVITIES

Minera Yanacocha S.R.L. (the “Company”), formerly Minera Yanacocha S.A., was incorporated in Peru on January 14, 1992 and commenced operations in 1993. The Company is engaged in the production of and exploration for gold under the mining concessions it owns or that are owned by S.M.R.L. Chaupiloma Dos de Cajamarca (“Chaupiloma”).

The Company is owned 51.35% by Newmont Second Capital Corporation, a 100% indirectly owned subsidiary of Newmont Mining Corporation (“Newmont”), 43.65% owned by Compañía Minera Condesa S.A., which is 100% owned by Compañíaia de Minas Buenaventura S.A.A. (“Buenaventura”) and 5% owned by the International Finance Corporation.

The majority Partners of the Company (or their affiliates) also own the majority interest in ~~Chaupiloma. In~~Chaupiioma. in accordance with a mining lease, amended effective January 1, 1994, the Company pays ~~Chaupiloma~~Chaupiioma a 3% royalty based on quarterly production sold at current market prices, after deducting refinery and transportation costs. The royalty agreement expires in 2012, but can be extended at the Company’s option.

Located in the Cajamarca province of Peru, the Company’s operation consists of three active open pit mines: Cerro Yanacocha, La Quinua and Chaquicocha. Reclamation and/or backfilling activities at Carachugo, San ~~José~~Jose and Maqui Maqui are currently underway. Gold-bearing ores are transported to one of four leach pads for gold recovery using conventional heap-leaching cyanidation or ~~milling beginning~~the mill, which began commercial production in ~~April~~the second quarter of 2008, followed by Merrill-Crowe zinc precipitation and smelting where a final doré product is poured. The doré is then shipped offsite for refining and is sold inon the worldwide gold markets.

Gold mining requires the use of specialized facilities and technology. The Company relies heavily on such facilities and technology to maintain production levels. Also, the cash flow and profitability of the Company’s operations are significantly affected by the market price of gold. Gold prices can fluctuate widely and are affected by numerous factors beyond the Company’s control. During 2009, 2008 ~~2007~~ and ~~2006,~~2007, the Company sold 2.07 million, 1.84 million ~~1.56 million~~ and ~~2.57~~1.56 million ounces of gold, respectively.

The Conga project consists of two gold-copper porphyry deposits located northeast of the Yanacocha operating area in the provinces of Celendin, ~~Cajamarca~~Cajarnarca and Hualgayoc. The Conga project has proven and probable reserves of 11.8 million (unaudited) ounces of gold and 3.2 billion (unaudited) pounds of copper at December 31, ~~2008~~2009 and ~~December 31, 2007.~~2008.

Total proven and probable reserves contained in the three active open pits, other pits to be developed, in the stockpiles, in process and the Conga project are approximately ~~24.8~~22.3 million (unaudited) and ~~27.6~~24.8 million (unaudited) ounces of gold at December 31, ~~2008~~2009 and ~~2007,~~2008, respectively and 3.2 billion (unaudited) pounds of copper at December 31, ~~2008~~2009 and ~~2007.~~2008.

2.	SIGNIFICANT ACCOUNTING POLICIES

The Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. Relevant authoritative literature issued by the Securities and Exchange Commission (“SEC”) and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting guidance not included in the ASC is non-authoritative. The ASC was effective for the Company’s annual period ended December 31, 2009. The adoption of the ASC did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

~~F-95~~F-80

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Minera Yanacocha S.R.L and the San Jose Reservoir Trust (“Trust”). In November 2008, the ~~company~~Company funded the ~~San Jose Reservoir trust (“Trust”)~~Trust to ensure ~~the~~ continuous operation offor the San Jose Reservoir after 2018. The Company transferred $13 million to the Trust in 2008. No withdrawals are allowed until 2018 and the Company is committed to a $23 million fund as of such date. This Trust is irrevocable and is a separate legal entity. The grantor is the Company, the trustee is the Banco de Crédito del Perú and the beneficiary is the Company, therefore the Company consolidates the Trust in its ~~consolidated financial statements.~~Consolidated Financial Statements.

2	~~SIGNIFICANT ACCOUNTING POLICIES~~

Use of Estimates

The Company’s ~~financial statements~~Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company’s ~~financial statements~~Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the ~~financial statements~~Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production amortization calculations; environmental, reclamation and closure obligations; estimates of recoverable gold and other minerals in stockpile and leach pad inventories; write-downs of inventory to net realizable value; employee benefit liabilities; valuation allowances for deferred tax assets; workers’ profit participation; ~~and~~ reserves for contingencies and ~~litigation.~~litigation; and the fair value and accounting treatment of financial instruments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Currency

The ~~financial statements~~Consolidated Financial Statements are stated in U.S. dollars, the Company’s functional currency, as most of its transactions are traded, collected and paid in such currency. All amounts are rounded to the nearest thousand ($000) unless otherwise stated. Transactions in other currencies are recorded in U.S. dollars based on exchange rates prevailing at the time of such transactions. Monetary assets and liabilities denominated in other currencies are translated into the U.S. dollar at exchange rates prevailing at the balance sheet dates, and any resulting gains or losses are reflected in current earnings.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and deposits in banks with an original maturity of three months or less. Because of the short maturity of these balances, the carrying amounts approximate their fair value.

Investments

Management determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each reporting date. The Company accounts for its equity security investments as available for sale securities in accordance with ASC guidance on accounting for certain investments in debt and equity securities. The Company periodically evaluates whether declines in fair values of its investments below the Company’s carrying value are other-than-temporary in accordance with guidance for the meaning of other-than-temporary impairment and its application to certain investments. The Company’s policy is to generally treat a decline in the investment’s quoted market value that has lasted continuously for more than six months as an other-than-temporary decline in value. The Company also monitors its investments for events or changes in circumstances that have occurred that may have a significant adverse effect on the fair value of the investment, and evaluates qualitative and quantitative factors regarding the severity and duration of the unrealized loss and the Company’s ability to hold the investment until a forecasted recovery occurs to determine if the decline in value of an investment is other-than-temporary. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged to earnings.

~~F-96~~F-81

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Stockpiles, Ore on Leach Pads and Inventories

As described below, costs that are incurred in or benefit the productive process are accumulated as stockpiles, ore on leach pads and inventories. Stockpiles, ore on leach pads and inventories are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to sale. Write-downs of stockpiles, ore on leach pads and inventories resulting from net realizable value impairments are reported as a component of Costs applicable to ~~sales~~sales. . The current portion of stockpiles, ore on leach pads and inventories is determined based on the expected amounts to be processed within the next twelve months. Stockpiles, ore on leach pads and inventories not expected to be processed within the next twelve months are classified as long-term. The major classifications are as follows:

Stockpiles

Stockpiles represent ore ~~that has been~~ mined and is available for further processing. Stockpiles are measured by estimating the number of tons added and removed from the stockpile, the number of contained ounces (based on assay data) and the estimated metallurgical recovery rates (based on the expected processing method). Stockpile ore tonnages are verified by periodic surveys. Costs are allocated to a stockpile based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore, including applicable overhead ~~depreciation, depletion~~ and amortization relating to mining operations, and removed at the average cost per recoverable unit.

Ore on Leach Pads

The recovery of gold from certain gold oxide ores is achieved through the heap leaching process. Under this method, ore is placed on leach pads where it is treated with a chemical solution, which dissolves the gold contained in the ore. The resulting gold-bearing solution is further processed in a plant where the gold is recovered. Costs are added to ore on leach pads based on current mining costs, including applicable ~~depreciation, depletion~~overhead and amortization relating to mining operations. Costs are removed from ore on leach pads as ounces are recovered based on the average cost per recoverable ounce of gold on the leach pad.

The estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads (measured tons added to the leach pads), the grade of ore placed on the leach pads (based on assay data) and a recovery percentage (based on ore type). In general, the leach pads recover approximately 50% to 95% of the ultimate recoverable ounces in the first year of leaching, declining each year thereafter until the leaching process is complete.

Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on the pads to the quantities of gold actually recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored and estimates are refined based on actual results over time. Historically, the Company’s operating results have not been materially impacted by variations between the estimated and actual recoverable quantities of gold on its leach pads. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis.

~~F-97~~F-82

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

In-process Inventory

In-process inventories represent materials that are currently in the process of being converted to a saleable product. The conversion processes vary depending on the nature of the ore and the specific processing facility, ~~but~~and include mill in-circuit and leach ~~in circuit.~~in-circuit. In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the mines, stockpiles and/or leach pads plus the in-process conversion costs, including applicable ~~depreciation~~amortization relating to the process facilities incurred to that point in the process.

Precious Metals Inventory

Precious metals ~~inventories~~ include gold ~~doré~~dore and/or gold bullion. Precious metals that result from the Company’s mining, processing and ~~processing~~refining activities are valued at the average cost of the respective in-process ~~inventory incurred prior to the refining process, plus applicable refining costs.~~inventory.

Materials and Supplies

Materials and supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight.

Property, Plant and Mine Development

Facilities and Equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are ~~depreciated~~amortized using the straight-line method at rates sufficient to ~~depreciate~~amortize such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves.

Mine Development

Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred before mineralization is classified as proven and probable reserves are expensed and classified as Exploration and Advanced projectsexpense. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.

Drilling and related costs are capitalized for an ore body where proven and probable reserves ~~exist and~~exist. the activities are directed at obtaining additional information on the ore body or converting non-reserve mineralization to proven and probable reserves and the benefit is expected to be realized over a period beyond one year. ~~All~~AH other drilling and related costs are expensed as incurred. Drilling costs incurred during the production phase for operational ore control are allocated to inventory costs and then included as a component of Costs ~~related~~applicable to ~~sales~~sales..

~~F-98~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

The ~~costs~~cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as “pre-stripping costs”. Pre-stripping costs are capitalized during the development of an open pit mine. Where multiple open pits exist at a mining complex utilizing common processing facilities, pre-stripping costs are capitalized at each pit. The removal and production of de minimis saleable materials may occur during development and are recorded as Other income, net of incremental mining and processing costs.

The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced. Stripping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory to be recognized in Costs ~~related~~applicable to salesin the same period as the revenue from the sale of inventory.

F-83

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

The Company’s definition of a mine and the mine’s production phase may differ from that of other companies in the mining industry resulting in incomparable allocations of stripping costs to deferred mine development and production costs. Other mining companies may expense pre-stripping costs associated with subsequent pits within a mining complex.

Mine development costs are amortized using the units-of production (“UOP”) method based on estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore block or area.

Interest cost allocable to the cost of developing mining properties and to constructing new facilities is capitalized until assets are ready for their intended use.

Mineral Interests

Mineral interests include acquired interests in production, development and exploration stage properties. The mineral interests are ~~recorded~~capitalized at their fair value at the ~~time~~acquisition date, either as an individual asset purchase or as part of ~~acquisition, in~~ ~~Property, plant and mine development, net, and represent mineral use rights regardless of whether the Company owns the related surface rights (“mining concessions”).~~ a business combination.

The ~~Company’s mineral interests represent mineral use rights related to production, development or exploration stage properties, and the~~ value of such ~~mineral interests~~assets is primarily driven by the nature and amount of mineralized ~~content~~material believed to be contained in such properties. Production stage mineral interests represent interests in operating properties that contain proven and probable reserves. Development stage mineral interests represent interests in properties under development that contain proven and probable reserves. Exploration stage mineral interests represent interests in properties that are believed to potentially contain mineralized material consisting of (i) mineralized material such as inferred material within pits; measured, indicated and inferred material with insufficient drill spacing to qualify as proven and probable reserves; and inferred material in close proximity to proven and probable reserves; (ii) around-mine exploration potential such as inferred material not immediately adjacent to existing reserves and mineralization, but located within the immediate mine area; (iii) other mine-related exploration potential that is not part of measured, indicated or inferred material and is comprised mainly of material outside of the immediate mine area; or (iv) ~~green fields~~greenfields exploration potential that is not associated with any other production, development or exploration stage property, as described above; or (v) any acquired right to explore or extract a potential mineral deposit. The Company’s ~~mining concessions~~mineral rights generally are enforceable regardless of whether proven and probable reserves have been established. ~~In addition,~~ these mining concessions provide for both the right to explore and exploit. However, the Company must first obtain the respective exploration and exploitation permits, which are generally granted in due course. The Company ~~may retain mining concessions indefinitely by paying annual fees~~has the ability and ~~during exploitation, complying with production obligations~~ intent to renew mineral interests where the existing term is not sufficient to recover all identified-and valued proven and probable reserves and/or ~~paying assessed fines. Mining concessions are freely assignable or transferable.~~

~~F-99~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

undeveloped mineralized material.

Asset Impairment

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. ~~An impairment~~Impairment is considered to exist if the total of the assets estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization ~~other than proven and probable and other material~~ that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level ~~for~~of which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

F-84

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Revenue Recognition

Revenue is recognized from a sale when persuasive evidence of an arrangement exists, the price is determinable, the product has been delivered, the title has been transferred to the customer and collection of the sales price is reasonably assured. Revenues from silver and copper sales are credited to CCosts ~~osts~~ applicable to salesas a by-product credit.

~~Reclamation and Remediation Costs (Asset Retirement Costs and Obligations)~~

Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation or abandonment costs. The asset retirement obligation is based on when the spending for an existing environmental disturbance and activity to date will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation at each mine site in accordance with FAS No. 143, “Accounting for Asset Retirement Obligations”.

~~F-100~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

Income Tax and Profit Sharing

The Company accounts for income tax and legally required profit sharing using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s liabilities and assets and the related income tax basis for such liabilities and assets. This method generates a net deferred income tax liability and profit sharing liability or net deferred income tax asset and profit sharing asset for the Company, as measured by the statutory tax and profit sharing rates in effect as enacted. The Company derives its deferred income tax charge or benefit and profit sharing charge or benefit by recording the change in the net deferred income tax liability and profit sharing liability or net deferred income tax asset and profit sharing asset balance for the year, based on Peruvian income tax and profit sharing rates.

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

~~Stripping~~Reclamation and Remediation Costs (Asset Retirement Costs and Obligations)

~~Stripping~~Asset retirement obligations are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs ~~incurred during the production phase of a mine~~ are ~~variable production costs that are included as a component of inventory~~periodically adjusted to ~~be recognized in~~ ~~Costs applicable to sales~~reflect changes in the ~~same period as the revenue~~estimated present value resulting from the ~~sale~~passage of ~~inventory. Capitalization of post-production stripping costs is appropriate only~~time and revisions to the ~~extent product inventory exists~~estimates of either the timing or amount of the reclamation and abandonment costs. The asset retirement obligation is based on when spending for an existing environmental disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation at each mine site in accordance with accounting for asset retirement obligations.

Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the costs expected to be incurred at a ~~reporting period.~~

~~Reclassifications~~

~~Certain amounts~~site. Such cost estimates include, where applicable, ongoing care, maintenance and monitoring costs. Changes in prior years have been reclassified to conform to year 2008 presentation. The Company reclassified accretion from costs applicable to sales to a separate accretion line item and administrative, community development and external affairs costs that were reclassified from ~~Costs applicable to sales~~ to ~~Other Expense, net. These changes were~~estimates at inactive mines are reflected in ~~Consolidated Statements of Income for all periods presented.~~earnings in the period an estimate is revised.

F-85

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Recently Adopted Pronouncements

~~Hierarchy of Generally Accepted Accounting Principles~~Subsequent Events

In May ~~2008,~~2009, the ~~FASB~~ASC guidance for subsequent events was updated to establish accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”) which identifies the sources of accounting principles and the framework for selecting the principlesor are available to be ~~used~~issued. The update sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the ~~preparation of~~ financial statements, ~~of nongovernmental entities~~(ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that ~~are presented~~an entity should make about events or transactions occurring after the balance sheet date in ~~conformity with U.S. generally accepted accounting principles (“GAAP”). FAS 162 was effective November 15, 2008, which was 60 days following~~its financial statements. The Company adopted the ~~Security and Exchange Commission’s approval of~~updated guidance for the ~~Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP.”~~annual period ended December 31, 2009. The adoption ~~of FAS 162 has~~ had no impact on the Company’s consolidated financial position, results of operations or cash flows.

~~F-101~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~
The Company has evaluated all subsequent events until the financial statements are issued.

Fair Value Accounting

In September 2006, the ~~FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines~~ASC guidance for fair value ~~establishes~~measurements and disclosure was updated to define fair value, establish a framework for measuring fair value ~~in generally accepted accounting principles,~~ and ~~expands~~expand disclosures about fair value measurements. The ~~provisions of FAS 157 were~~Company adopted the updated guidance for assets and liabilities measured at fair value on a recurring basis on January 1, 2008. In February 2008, the FASB staff issued ~~FSP No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2~~an update to the guidance which delayed the effective date ~~of FAS 157~~ for nonfinancial assets and nonfinancial liabilities ~~except for items~~ that are recognized or disclosed at fair value in the financial statements on a ~~recurring basis (at least annually).~~nonrecurring basis. The ~~provisions of FSP FAS 157-2 are effective~~Company adopted the updated guidance for the Company’s ~~fiscal year beginning~~nonfinancial assets and liabilities measured at fair value on a nonrecurring basis on January 1, ~~2009, and are not expected to have a significant impact on the Company.~~2009.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”), which clarifies the application of FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”) in an inactive market. The intent of this FSP is to provide guidance on how the fair value of a financial asset is to be determined when the market for that financial asset is inactive. FSP FAS 157-3 states that determining fair value in an inactive market depends on the facts and circumstances, requires the use of significant judgment and in some cases, observable inputs may require significant adjustment based on unobservable data. Regardless of the valuation technique used, an entity must include appropriate risk adjustments that market participants would make for nonperformance and liquidity risks when determining fair value of an asset in an inactive market. FSP FAS 157-3 was effective upon issuance. The Company has incorporated the principles of FSP FAS 157-3 in determining the fair value of financial assets when the market for those assets is not active, specifically its marketable debt securities.

FAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FAS 157 are described below:

~~Level 1~~

~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;~~

~~Level 2~~

~~Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;~~

~~Level 3~~

~~Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).~~

In February 2007, ASC guidance was updated for the ~~FASB issued FASB Statement No. 159, “The Fair Value Option~~fair value option for ~~Financial Assets~~financial assets and ~~Financial Liabilities” (“FAS 159”). FAS 159~~financial liabilities. The updated guidance permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The updated provisions ~~of FAS 159~~ were ~~adopted~~effective for the Company’s fiscal year beginning January 1, ~~2008.~~2008, The ~~Company did not elect the Fair Value Option for any of its financial assets or liabilities, and therefore, the~~ adoption ~~of FAS 159~~ had no impact on the Company’s ~~consolidated~~ financial position, results of operations or cash flows.

~~F-102~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~
Refer to Note 20 for further details regarding the Company’s assets measured at fair value.

Income Taxes

On January 1, 2007, the Company adopted ~~the provisions of FASB Interpretation No.48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”),~~updated ASC guidance which clarifies the accounting and reporting for uncertainties in the application of the income tax laws to our operations. The interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax provisions taken or expected to be taken in income tax returns. The cumulative effects of applying this interpretation were recorded as an increase in retained earnings of $8.4 million, an increase in net deferred tax assets of $1.8 million, an increase of $0.9 million in deferred income tax expense, offset, in part, by a decrease of $5.7 million in the net liability for unrecognized income tax benefits. Refer to Note 5.

~~Deferred Stripping Costs~~Recently Issued Accounting Pronouncements

OnFair Value Accounting

In January 2010, the ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to: i) transfers in and out of level 1 and 2 fair value measurements and ii) enhanced detail in the level 3 reconciliation. The guidance was amended to provide clarity about: i) the level of disaggregation required for assets and liabilities and ii) the disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3. The updated guidance is effective for the Company’s fiscal year beginning January 1, ~~2006,~~2010, with the exception of the level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011. The Company ~~adopted Emerging Issues Task Force Issue No. 04-06 (“EITF 04-06”), “Accounting for Stripping Costs Incurred during Production in~~is evaluating the ~~Mining Industry.” EITF 04-06 addresses the accounting for stripping costs incurred during the production phase~~potential impact of ~~a mine and refers to these costs as variable production costs that should be included as a component of inventory to be recognized in~~ ~~Costs applicable to sales~~ in the same period as the revenue from the sale of inventory. As a result, capitalization of post-production stripping costs is appropriate only to the extent product inventory exists at the end of a reporting period. Theadopting this guidance required the recognition of a cumulative effect adjustment to opening retained earnings in the period of adoption, with no charge to earnings in the period of adoption for prior periods. The cumulative effect adjustment reduced retained earnings by $5.7 million (net of tax and minority interests). Adoption of EITF 04-06 had no impact on the Company’s consolidated financial position, results of operations and cash ~~position or net cash from operations.~~flows.

F-86

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

3.	OTHER EXPENSE, NET

Years Ended December 31,
2008 2007 2006
Community development and external affairs $ 39,251 $ 32,213 $ 31,136
Negotiated payment 18,492 9,683 21,839
Regional administration 14,223 9,816 9,498
World Gold Council dues 3,168 2,928 5,589
Non-producing accretion 971 835 696
Write-down of long-lived assets 442 1,269 1,514
Reclamation and remediation 284 1,916 1,741
Contractor bankruptcy - 1,956 -
Workers’ profit participation (Note 13) - 1,615 14,900
La Quinua leach pad repair - 1,000 9,911
Tax contingencies - - 2,536
Choropampa mercury spill (Note 19) (5,941 ) 8,615 5,110
Other 5,783 3,173 2,543
$ 76,673 $ 75,019 $ 107,013

~~F-103~~

	Years Ended December 31,
	2009			2008			2007
Negotiated payment	$	28,019		$	18,492		$	9,683
Community development and external affairs		21,673			39,251			32,213
Regional administration		18,477			14,223			9,816
World Gold Council dues		3,602			3,168			2,928
Write-down of long-lived assets		2,923			442			1,269
Non-producing accretion		972			971			835
Choropampa mercury spill (Note 19)		606			(5,941	)		8,615
Reclamation and remediation		(3	)		284			1,916
Contractor bankruptcy		—			—			1,956
Workers’ profit participation (Note 13)		—			—			1,615
La Quinua leach pad repair		—			—			1,000
Other		1,755			5,783			3,173
	$	78,024		$	76,673		$	75,019

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

~~In 2008, the Company reclassified from~~ ~~Costs related to sales~~ ~~certain administrative, community development and external affairs costs not directly related to production. This change represents a more appropriate presentation of~~ ~~Costs related to sales~~ ~~in the Company’s financial statements. The change has resulted in a reclassification from~~ ~~Costs applicable to sales~~ to ~~Other expense net~~ ~~of $53.5 million, $42.0 million and $40.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.~~

The 2008 Choropampa mercury spill includes ~~US$14.4~~$14.4 million reimbursed by ~~insures~~the insurers for legal fees and expenses.

Negotiated Payment

During 2006 mining companies represented by the Sociedad Nacional de ~~Minería,~~Minerla, Petróleo y ~~Energía~~Energia (SNMPE) agreed to a mining payment equivalent to 3.75% of Peruvian net income after taxes. The funds will be managed by a trust fund or association designated by the Company, ~~Which~~which may be established by the Company. Mining companies are contributing these funds to participate in the ~~Government~~government efforts to eradicate poverty in Peru in the current favorable economic environment.

OnIn December ~~21,~~ 2006 the Peruvian Government ~~issued a law (Supreme Decree N°071-2006-EM) that regulates~~approved legislation regulating the conditions in which the negotiated payment will be paid by Peruvian mining companies. The payment amounts to 3.75% of Peruvian net income after income tax (2.75% to be paid to a Local Mining Fund and 1% to be paid to a Regional Mining Fund), payable for 2006 and the following four years if certain conditions are met.

The Company will be released from paying the negotiated payment if the Company has to undertake major obligations arising from new taxes or from the modification of those existing and specifically imposed taxes related to mining activities; or if the gold price decreases below the average price for the 15 years prior to 2005 (equivalent to $537 per ounce)~~, according to the London Bullion Market Association (LBMA)~~. The negotiated payment will recommence if prices subsequently rise above the reference price.

4.	OTHER INCOME, NET

	Years Ended December 31,								Years Ended December 31,
	2008			2007			2006		2009			2008			2007
Interest income	$	11,636		$	14,054		$	16,127	$	3,832		$	11,636		$	14,054
Gain (loss) on sale of assets		236			(184	)		237		815			236			(184	)
Foreign currency exchange (loss) gain		(1,592	)		807			206
Foreign currency exchange gain (loss)										(2,490	)		(1,592	)		807
Other		959			1,200			2,632		1,729			959			1,200
	$	11,239		$	15,877		$	19,202	$	3,886		$	11,239		$	15,877

~~F-104~~F-87

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

5.	INCOME TAX

Tax Stabilization Agreements

The Company has entered into the following tax stability agreements, each with a term of 15 years:

Mine	Effective	Date of the Tax Agreement	Tax ~~regimes~~
~~Mine~~	~~Effective~~	~~tax agreement~~	Regimes in ~~force~~
				Force
Carachugo/San José	January 1, 1995	May 19, 1994	October 29, 1999
Maqui Maqui	January 1, 1997	September 12 1994	May 6 1994
Cerro Yanacocha	January 1 2000	September 16 1998	May 22 1997
La Quinua	January 1, 2004	August ~~25,~~25. 2003	August 25, 2003

These agreements guarantee the Company’s use of the tax regimes shown in the table above and permit maintenance of its accounting records in U.S. dollars.

The Carachugo/San Jose tax stability agreement is no longer in effect beginning January 1, 2010, as 15 years has lapsed.

The Company has determined the taxable income according to its understanding, and that of its legal advisors, of the applicable tax legislation. This legislation requires adding to and deducting from accounting income as determined in the ~~consolidated~~ financial statements, those items that the referred legislation recognizes as taxable and non-taxable, respectively.

For the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007 the income tax rate was 30% except for the La Quinua mine for which a 29% income tax rate applied.

Reinvestment of Earnings

~~Pursuant to Supreme Decree No.027-98-EF, mining~~Mining companies are allowed to obtain a tax benefit by effectively reinvesting those non-distributed earnings into capital expansion projects that increase the Company’s productivity (“Reinvestment Program”). The tax benefit is based on earnings effectively obtained and up to the maximum amount of the Reinvestment Program applied to and approved by the Ministry of Energy and Mines (“MEM”), which amount ~~that~~ must be presented as Restricted ~~earnings~~earnings..

~~On March 4,~~In 2003, the Company received a resolution from the MEM, ~~dated February 28, 2003,~~ in which it approved the Reinvestment Program for the years ~~from~~ 2001 to 2004 for an amount of $189.6 million.

The Company received a subsequent resolution from the MEM dated June 27, 2003, with the following rulings: (a) amended the years to be included in the Reinvestment Program (from 2001 to 2004) and (b) confirmed that the investment that would be part of the program to be executed between 2001 and 2004 amounts to $189.6 million.

In 2004, the Company transferred $189.6 million from Retained earningsto Restricted earningsaccording ~~with~~to the above Reinvestment Program in prior years. The reinvestment tax benefit reduced income tax expense by $56.9 ~~million.~~million

~~On December 26, 2006,~~In 2004, the Company ~~received the resolution from the MEM approving the Reinvestment Program for the periods 2001 to 2004. In compliance with article 8°~~took a benefit on only 80% of Supreme Decree No.027-98-EF, the Company capitalized this amount through public deed dated December 20, 2007 and shall not declare dividends from Partners’ contributions during the following four fiscal years.

~~F-105~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

~~According to article 4° of Supreme Decree N°027-98-EF,~~ the Investment Credit ~~taken by the Company was~~ based on ~~$151.7 million, which represents 80%~~an initial interpretation of the ~~amount approved in the Reinvestment Program.~~law. However, in 2008, based on an updated opinion ~~of its~~from the Company’s legal advisors, the Company could have taken the tax benefit ~~based~~ on 100% of the Investment Credit approved in the Reinvestment ~~Program and not only the 80% already taken.~~Program.

Based on this new evaluation, the Company ~~has~~ recorded in 2008 a tax receivable of $11.4 million in Other current assetswith a corresponding reduction to Income tax expense,, related to the 20% remaining tax benefit from its 2001 - 2004 Reinvestment Program as final assessments ~~are compute.~~were completed.

F-88

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Peruvian Income Tax and Workers’ Profit Participation

The current income tax and workers’ profit participation expense (Note 13) was determined as follows:

Years Ended December 31,
2008 2007 2006
Income before workers’ profit participation and income tax in accordance with Peruvian GAAP $ 728,940 $ 393,224 $ 893,027
Plus:
Non-deductible expenses 43,213 32,483 50,370
Reclamation (environmental) reserve liability 22,159 22,558 19,823
Contingencies and commitments’ accruals 10,309 1,360 24,577
Capitalized interest amortization 4,761 2,928 3,615
San Jose Reservoir amortization 3,102 - -
Accounts receivable write-off 2,753 1,472 357
Provision for obsolescence of inventories 2,023 2,777 1,148
Other 3,855 3,648 615
92,175 67,226 100,505
Less:
Depreciation of mine development and mineral interests (30,722 ) (9,593 ) (30,980 )
Kuntur Wasi road construction tax benefit (13,038 ) - -
Reclamation (environmental) reserve expense (6,800 ) (7,701 ) (8,133 )
Capitalized interest (5,002 ) (11,696 ) (4,146 )
Contingencies and commitments’ accruals - (9,161 ) -
Leasing benefit (2,872 )
Other - (2,643 ) -
(58,434 ) (40,794 ) (43,259 )
Base to calculate workers’ profit participation 762,681 419,656 950,273
Workers’ profit participation (8%) (61,015 ) (33,572 ) (76,022 )
Taxable income $ 701,666 $ 386,084 $ 874,251

Income tax (30%) $ 210,500 $ 115,825 $ 262,275
Credit for charitable donations (976 ) (1,406 ) (1,553 )
Adjustment due to income tax rate applicable to the La Quinua (1,965 ) (1,202 ) (4,240 )
Current income tax $ 207,559 $ 113,217 $ 256,482

~~F-106~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

	Year Ended December 31,
	2009			2008			2007
Income before workers’ profit participation and income tax in accordance with Peruvian GAAP	$	1,130,731		$	728,940		$	393,224
Plus:
Non-deductible expenses		48,492			43,213			32,483
Reclamation (environmental) reserve liability		25,429			22,159			22,558
Capitalized interest amortization		4,850			4,761			2,928
Contingencies and commitments’ accruals		682			10,309			1,360
San Jose Reservoir amortization		—			3,102			—
Accounts receivable write-off		—			2,753			1,472
Provision for obsolescence of inventories		—			2,023			2,777
Other		6,423			3,855			3,648
		85,876			92,175			67,226
Less:
Depreciation of mine development and mineral interests		(1,867	)		(30,722	)		(9,593	)
Tax depreciation rate adjustment		(37,410	)		—			—
Kuntur Wasi road construction tax benefit		(23,423	)		(13,038	)		—
Reclamation (environmental) reserve expense		(4,091	)		(6,800	)		(7,701	)
Capitalized interest		(4,212	)		(5,002	)		(11,696	)
Contingencies and commitments’ accruals		—			—			(9,161	)
Leasing benefit		(4,979	)		(2,872	)		—
Other		(6,905	)		—			(2,643	)
		(82,887	)		(58,434	)		(40,794	)
Base to calculate workers’ profit participation		1,133,720			762,681			419,656
Workers’ profit participation (8%)		(90,698	)		(61,015	)		(33,572	)
Taxable income	$	1,043,022		$	701,666		$	386,084

Income tax (30%)	$	312,907		$	210,500		$	115,825
Credit for charitable donations		(936	)		(976	)		(1,406	)
Adjustment due to income tax rate applicable to La Quinua		(1,901	)		(1,965	)		(1,202	)
Current income tax	$	310,070		$	207,559		$	113,217

Income Tax –- Reconciliation from Peru Tax Return to Income Tax Expense and Tax Balance Sheets

The Company’s income tax provision consisted of the following:

	Years Ended December 31,									Years Ended December 31,
	2008			2007			2006			2009			2008			2007
Current Peru tax return	$	207,559		$	113,217		$	256,482		$	310,070		$	207,559		$	113,217
Income tax prior years adjustments		(12,526	)		-			(2,876	)
Income tax prior year adjustments											(642	)		(12,526	)		—
Current		195,033			113,217			253,606			309,428			195,033			113,217
Deferred		1,024			(6,173	)		(15,263	)		25,413			1,024			(6,173	)
Income tax expense	$	196,057		$	107,044		$	238,343		$	334,841		$	196,057		$	107,044

Income tax prior year adjustments in 2008 are mainly related to the remaining tax benefit from the 2001-2004 Reinvestment Program.

F-89

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Income tax expense differs from the amount computed by applying the statutory Peruvian corporate income tax rate of 30% to pre-tax income as a result of the following:

Years Ended December 31,
2008 2007 2006
Income before tax provision $ 672,519 $ 328,533 $ 763,791
Peruvian statutory rate 30 % 30 % 30 %
Income tax at statutory rate 201,756 98,560 229,137
Income tax recognized through refilling of tax returns (11,376 ) - -
Adjustment due to income tax rate applicable to the La Quinua (1,965 ) (1,202 ) (4,240 )
Income tax from tax disputes - - 230
Negotiated payment 5,548 2,905 6,551
Donations 4,587 5,295 3,728
Other (non-deductible expenses and tax credits) (2,493 ) 1,486 2,937
Total income tax expense $ 196,057 $ 107,044 $ 238,343

~~F-107~~

~~MINERA YANACOCHA S.R.L.~~

	Years Ended December 31,
	2009			2008			2007
Income before fax provision	$	1,061,917		$	672,519		$	328,533
Peruvian statutory rate		30	%		30	%		30	%
Income tax at statutory rate		318,575			201,756			98,560
Income tax recognized through amendment of tax returns		—			(11,376	)		—
Adjustment due to income tax rate applicable to La Quinua		(1,901	)		(1,965	)		(1,202	)
Negotiated payment		8,406			5,548			2,905
Donations		5,270			4,587			5,295
Other (non-deductible expenses and tax credits)		4,491			(2,493	)		1,486
Total income tax expense	$	334,841		$	196,057		$	107,044

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

Components of deferred income tax liabilities and assets were as follows:

	At December 31,
	2009			2008
Deferred tax assets:
Reclamation and remediation costs	$	29,494		$	22,354
Accounts receivable		—			152
Accounts payable and accrued expenses		3,982			6,567
Deferred workers’ profit participation		5,149			2,895
Other		7,057			5,597
		45,682			37,565
Deferred tax liabilities:
Property plant and mine development costs		(90,100	)		(66,165	)
Inventories		(14,097	)		(3,970	)
Accrued liabilities		(438	)		—
Debt issuance costs		(229	)		(289	)
Other		(505	)		—
		(104,931	)		(70,862	)
Net deferred tax liability	$	(59,249	)	$	(33,297	)
		—			—
Current deferred tax assets	$	8,746		$	8,746
Less:		—			—
Non-current deferred tax liabilities		(67,995	)		(42,043	)
Net deferred tax liability	$	(59,249	)	$	(33,297	)

At December 31,
2008 2007

Deferred tax assets:
Reclamation and remediation costs $ 22,354 $ 34,138
Accounts receivable 152 11,795
Accounts payable and accrued expenses 6,567 10,550
Deferred workers’ profit participation 2,895 2,806
Other 5,597 -
37,565 59,289
Deferred tax liabilities:
Property, plant and mine development costs (66,165 ) (77,463 )
Inventories (3,970 ) (9,929 )
Accrued liabilities (483 ) (2,870 )
Debt issuance costs (289 ) (336 )
Other - (2,825 )
(70,862 ) (93,423 )
Net deferred tax liability $ (33,297 ) $ (34,134 )

Current deferred tax assets $ 8,746 $ 8,746
Non-current deferred tax assets - 1,848
Less:
Non-current deferred tax liabilities (42,043 ) (44,728 )
Net deferred tax liability $ (33,297 ) $ (34,134 )

The Company adopted ~~the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”~~updated ASC guidance on January 1, ~~2007. FIN 48~~2007 which clarifies the accounting and reporting for uncertainties in the application of the income tax laws to the Company’s operations. The ~~interpretation~~guidance prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. ~~The Company is no longer subject to examinations by taxing authorities for years through 2005.~~

As of December 31, 2009, 2008, and 2007, the Company had $5.5, $5.5, and $1.8 million, respectively, of total gross unrecognized tax benefits that, if recognized, would impact the Company’s effective income tax rate. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits ~~was $1.8 million. In 2008, the ending balance of gross unrecognized tax benefits~~is as ~~of December 31, 2008 amounts to $5.5 million as result of the addition of prior year tax positions in the current year.~~

In addition, as is customary, the tax returns of the Company are subject to review by the various Peruvian taxing authorities. At present, the income tax authorities have reviewed the Company’s tax filings up to year 2005. In connection with this review, the tax authorities have identified certain adjustments with which the Company and its advisors do not agree. In the third quarter of 2006 and the fourth quarter of 2004, payments of $7.6 million and $11.5 million, respectively, were made to the tax authorities principally to avoid the accruing of interest and penalties on the proposed adjustments that are related to the timing of the deductions. The Company has accrued a liability for financial reporting purposes in an amount that represents the Company’s best estimate concerning the amount that is required to be included in its income tax expense as a result of the current tax review. In the opinion of management, the resolution of the income tax controversy will not have a material impact on the financial condition or liquidity of the Company.follows:

~~F-108~~F-90

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

6.	~~ACCOUNTS RECEIVABLE~~

At December 31,
2008 2007
Value added tax credit $ 39,027 $ 53,048
Employee receivables 508 237
Other 6,003 4,221
$ 45,538 $ 57,506

7.	~~INVENTORIES~~

At December 31,
2008 2007
Leach in-process $ 4,231 $ 17,592
Mill in circuit 1,462 -
Precious metals 6,668 16,170
Materials and supplies 62,967 51,761
$ 75,328 $ 85,523

8.	~~STOCKPILES AND ORE ON LEACH PADS~~

At December 31,
2008 2007
Current:
Stockpiles $ 9,768 $ 7,902
Ore on leach pads 116,423 78,722
$ 126,191 $ 86,624
Non-current:
Ore on leach pads $ 147,998 $ 165,701

~~F-109~~

MINERA YANACOCHA S.R.L.

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

9.	~~OTHER CURRENT ASSETS~~

At December 31,
2008 2007
Income tax credit (Note 5) $ 11,041 $ 3,298
Claims for tax refunds 4,038 2,821
Prepayments to suppliers and contractors 824 245
Restricted cash 168 2,036
Prepaid expenses and other 3,460 5,985
$ 19,531 $ 14,385

~~10.~~

~~PROPERTY, PLANT AND MINE DEVELOPMENT, NET~~

At December 31, 2008 At December 31, 2007
Cost
Accumulated
Depreciation,
Depletion and
Amortization
Net Book Value Cost
Accumulated
Depreciation,
Depletion and
Amortization

Net Book
Value

Land 35,845 - 35,845 30,121 - 30,121
Facilities and equipment 2,012,655 (1,232,509 ) 780,146 1,705,196 (1,097,628 ) 607,568
Mine development 377,175 (153,527 ) 223,648 352,798 (137,413 ) 215,385
Mineral interests 66,731 (6,726 ) 60,005 45,680 (5,917 ) 39,763
Asset retirement cost 147,439 (85,100 ) 62,339 121,680 (73,830 ) 47,850
Construction-in-progress 131,733 - 131,733 242,087 - 242,087
2,771,578 1,477,862 1,293,716 2,497,562 (1,314,788 ) 1,182,774

Leased assets included above in facilities and equipment 75,295 (35,549 ) 39,746 59,073 (30,770 ) 28,303

~~The Yanacocha Mill Project was completed in April 2008 at a cost of $227 million. The company reclassified $207.2 million from~~ ~~Construction in Progress~~ ~~to Facilities~~ ~~and Equipment.~~ ~~The remaining balance pertains to an additional circuit which will come in line in 2009.~~

~~Additions to leased assets in 2008 correspond to the acquisition of six haul trucks for $17.5 million (Note 11).~~

~~F-110~~

~~MINERA YANACOCHA S.R.L.~~

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

	2009		2008			2007
Total amount of gross unrecognized tax benefits at beginning of year	$	5,566	$	1,848		$	1,848
Additions for tax positions of prior years		—		5,566			—
Reductions due to settlements with taxing authorities		—		(1,848	)		—
Total amount of gross unrecognized tax benefits at end year	$	5,566	$	5,566		$	1,848

The Company’s continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At December 31, 2009 and 2008, the total amount of accrued income-tax-related interest and penalties included in the Consolidated Balance Sheets was $3.1 and $1.8 million, respectively. During 2009, 2008, and 2007 the Company accrued through the Statements of Consolidated income an additional $1.3, $1.8, and $0.4 million of interest and penalties, respectively, and released $1.8 million in 2008 as a result of statute of limitations and/or settlements of audit-related issues.

The Company files income tax returns with Peruvian taxing authorities. The Company is no longer subject to income tax audits by taxing authorities for years before 2006.

6.	ACCOUNTS RECEIVABLE

	At December 31,
	2009		2008
Value added tax credit	$	16,879	$	39,027
Trade accounts receivable		8,113
Employee receivables		657		508
Other		7,020		6,019
	$	32,669	$	45,554

7.	INVENTORIES

	At December 31,
	2009		2008
Leach in-process	$	3,102	$	4,231
Mill in circuit		1,096		1,462
Precious metals		1,915		6,668
Materials and supplies		39,964		62,967
	$	46,077	$	75,328

8.	STOCKPILES AND ORE ON LEACH PADS

	At December 31,
	2009		2008
Current:
Stockpiles	$	33,433	$	9,768
Ore on leach pads		139,014		116,423
Non-current:	$	172,447	$	126,191
Ore on leach pads	$	197,554	$	147,998

F-91

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

9.	OTHER ASSETS

	At December 31,
	2009		2008
Other current assets:
Prepayments to suppliers and contractors	$	5,284	$	824
Claims for tax refunds		4,038		4,038
Restricted cash		226		168
Income tax credit		11,041
Prepaid expenses and other		8,628		3,460
	$	18,176		5 19,531
Other long-term assets:
San José Reservoir Trust assets	$	14,930		5 13,013
Other receivables		3,588		1,271
Other		804		963
	$	19,322	$	15,247

10.	PROPERTY, PLANT AND MINE DEVELOPMENT, NET

	At December 31, 2009							At December 31, 2008
	Cost		Accumulated Amortization			Net Book Value		Cost		Accumulated Amortization			Net Book Value
Land	$	40,581	$	—		$	40,581	$	35,845	$	—		$	35,845
Facilities and equipment		2,139,835		(1,368,284	)		771,551		2,012,655		(1,232,509	)		780,146
Mine development		431,614		(206,099	)		225,515		377,175		(153,527	)		223,648
Mineral interests		68,391		(7,375	)		61,016		66,731		(6,726	)		60,005
Asset retirement cost		148,851		(97,510	)		51,341		147,439		(85,100	)		62,339
Construction-in- progress		84,690		—			84,690		131,733		—			131,733
	$	2,913,962	$	(1,679,268	)	$	1,234,694	$	2,771,578	$	(1,477,862	)	$	1,293,716
Leased assets included above in facilities and equipment	$	75,295	$	(40,195	)	$	35,100	$	75,295	$	(35,549	)	$	39,746

Construction-in-progress for 2009 of $85 million primarily related to project infrastructure, a water treatment plant and a tailings pipeline.

Construction-in-progress for 2008 of $132 million primarily related to project infrastructure, a water treatment plant and leach pad expansions.

	Estimated Useful Lives of	Years
Facilities and equipment	Facilities	12 to 25
	Leach pads	5
	Equipment	7 to 10.5
	All remaining assets	5
Mine development	UOP based on ounces mined	8 to 21
Mineral interests	UOP for producing property	12
Asset retirement cost	Related asset	5 to 15
~~Lesser of asset~~		5

	At December 31, 2008							At December 31, 2007							At December 31, 2009							At December 31, 2008
	Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value

Mineral interests:
Minerai interests:
Production stage	$	29,202	$	(6,367	)	$	22,835	$	8,551	$	(5,558	)	$	2,993	$	30,862	$	(7,016	)	$	23,846	$	29,202	$	(6,367	)	$	22,835
Development stage		20,298		(174	)		20,124		20,298		(174	)		20,124		20,298		(174	)		20,124		20,298		(174	)		20,124
Exploration stage		17,231		(185	)		17,046		16,831		(185	)		16,646		17,231		(185	)		17,046		17,231		(185	)		17,046
Total	$	66,731	$	(6,726	)	$	60,005	$	45,680	$	(5,917	)	$	39,763
															$	68,391	$	(7,375	)	$	61,016	$	66,731	$	(6,726	)	$	60,005

F-92

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

~~During the fourth quarter of~~In 2008, the Company paid $20.7 million to three communities surrounding ~~the~~La Quinua leach pad (Quishuar, Encajón - Collotán and La Shacsha) ~~in order~~ to obtain the water rights of the irrigation channels crossing the La Quinua pit. ~~These~~In 2009, the Company paid $1.7 million related to this matter. AH payments ~~have been~~are recorded in Mineral interests – - Production stageat December 31, 2009 and 2008.

11.	~~LONG-TERM~~ DEBT

	At December 31,						At December 31,
	2008			2007			2009			2008
Credit facility	$	75,862		$	89,655		$	62,069		$	75,862
Bonds:
Floating rate		42,000			42,000			42,000			42,000
Fixed rate		58,000			58,000			58,000			58,000
Truck leases		29,756			28,456			16,267			29,756
		205,618			218,111			178,336			205,618
Less current portion		(27,283	)		(22,724	)		(36,101	)		(27,283	)
	$	178,335		$	195,387		$	142,235		$	178,335

During 2009 and 2008, the Company made four quarterly ~~installments~~ payments ofon the credit facility for a total amount of ~~$13,8 million.~~

~~F-111~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~
$13.8 million each year. During 2009 and 2008, the Company made monthly payments on truck leases totaling $13.5 and $11.1 million, respectively.

Scheduled minimum debt repayments are ~~$27.3~~$36.1 million in ~~2009, $36.1 in~~ 2010, ~~$31,7~~$31.7 million in 2011, ~~$29.8~~$29,8 million in 2012, $29.8 million in 2013 and $50.9 million ~~thereafter.~~between 2014 and 2016.

Credit Facility

During ~~the year~~ 2006, the Company entered into an uncollateralized $100 million bank financing with a syndicate of Peruvian commercial banks. Quarterly repayments of $3.4 million started in May 2007 with final maturity in May 2014. Borrowings under the facility bear interest at a rate of LIBOR plus 1.875%.

Bonds

During ~~the year~~ 2006, the Company issued $100 million of bonds into the Peruvian capital markets ~~under a $200 million bond program. The issuance is~~ comprised of $42 million of floating interest rate bonds bearing interest at a rate of LIBOR plus 1.4375% and $58 million of fixed rate bonds bearing an annual interest of ~~7.0%~~7,0%. Quarterly repayments of $4 million will begin in July 2010 for six years. The bonds are uncollateralized.

~~Leasing~~

Truck ~~leases~~Leases

Banco de ~~Credito~~Crédito del ~~Peru -~~Perú

In September 2007, the Company entered into a leasing contract with Banco de ~~Credito~~Crédito del ~~Peru~~Perú related to the acquisition of ~~mine~~nine haul trucks for a total of $24.5 million, with a purchase option, and were delivered in 2007. The lease period is three years bearing annual interest at a rate of 6.10%. Monthly repayments began in January 2008.

Scotiabank ~~- -~~

In December 2007, the Company entered into a leasing contract with Scotiabank related to the acquisition of six haul trucks for a total of $16.3 million, with a purchase option. One truck was delivered in 2007, while the remaining five trucks were delivered in 2008. The lease period is three years bearing annual interest ~~rate~~ at a rate of 6.00%. Monthly repayments began in May 2008.

F-93

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

Compliance with Covenants

The financing agreements oblige the Company to comply with certain financial covenants including debt coverage ratios. In addition, there are covenants addressing the extent to which, the Company can incur additional indebtedness and distributions of earnings to the Partners. At December 31, ~~2008~~2009, the Company was in compliance with these covenants.

~~F-112~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

12.	DUE TO/FROM RELATED PARTIES

The Company has the following amounts due from ~~end:~~and to related parties:

At December 31,
2008 2007
Due from related parties:
Newmont Santa Fe Pacific Chile $ 1,620 $ -
Newmont Peru S.R.L. 506 12
Empresa Minera Inti Raymi S.A. 16 140
$ 2,142 $ 152
Due to related parties:
S.M.R.L. Chaupiloma Dos de Cajamarca $ 10,028 $ 11,687
Newmont Peru S.R.L. 2,825 2,437
Newmont USA 2,775 683
Newmont Technologies Limited 2,508 386
Newmont Santa Fe Pacific Chile 73 19
Empresa Minera Inti Raymi S.A. 6 -
Consorcio Energético Huancavelica S.A. - 323
Buenaventura Ingenieros S.A. - 292
$ 18,215 $ 15,827

	At December 31,
	2009		2008
Due from related parties:
Newmont insurance Limited	$	4,000	$	—
Newmont Peru S.R.L		170		506
Newmont Santa Fe Pacific Chile		10		1,620
	$	4,180	$	2,125

	At December 31,
	2009		2008
Due to related parties:
S.M.R.L Chaupiioma Dos de Cajamarca	$	17,521	$	10,028
Newmont Peru S.R.L		5,307		2,825
Newmont Technologies Limited		3,534		2,508
Newmont USA		1,144		2,775
Newmont Santa Fe Pacific Chile		85		73
	$	27,591	$	18,209

Management, exploration, mine development, engineering and employment services are provided pursuant to contracts with affiliates. The corresponding charges totaled $55.0 million, $51.3 million ~~$46.5 million~~ and ~~$40.0~~546.5 million in 2009, 2008 ~~2007~~ and ~~2006,~~2007, respectively.

As described in Note 1, the Company pays to ~~Chaupiloma~~Chaupiioma a 3% royalty based on quarterly production sold at current market prices, after deducting refinery and transportation costs. Royalty expense totaled $62.3 million, $48.6 million and $34.0 million in 2009, 2008 and ~~$48.5 million in 2008,~~ 2007, ~~and 2006,~~ respectively and is included in Costs applicable to ~~sales~~sales..

13.	~~WORKERS’~~WORKERS' PROFIT PARTICIPATION

In accordance with Peruvian legislation, the Company maintains an employee profit sharing plan equal to 8% of annual taxable income. Distributions to employees under the plan are based 50% on the number of days that each employee worked during the preceding year and 50% on proportionate annual salary levels.

In 2009, 2008 ~~2007~~ and ~~2006,~~2007, the current expense portion of workers’ profit participation amounted to $90.7 million, $61.0 million ~~$33.6 million~~ and ~~$76.0~~$33.6 million, respectively, which was included in Costs applicable to ~~sales~~sales..

~~F-113~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

Peruvian law limits payments of annual profit sharing per employee to eighteen months salary but continues to base total profit sharing on 8% of taxable income, notwithstanding the per employee limitation. Supreme Decree N°009-98-TR, published on August 6, 1998, provides that the excess of total profit sharing for the year over aggregate profit sharing payable to all employees be paid to the Fondo Nacional de Capacitación Laboral y de Promoción del Empleo ~~- FONDOEMPLEO.~~(“FONDOEMPLEO”). Law 28464 published in January 2005, which modified art.3 of Law Decree 892, provides that the excess of total profit sharing for the year over aggregate profit sharing payable to all employees be applied to training of employees and construction of public facilities. Supreme Decree N° ~~002-2005-TR,~~002-20Q5-TR, published in May 6, 2005, establishes a limit of 2,200 UIT (inflation measurement unit, equivalent to ~~$2.5~~S2.7 million at December 31, ~~2008)~~2009) in the contributions to FONDOEMPLEO indicating that the difference goes to the Regional Government.

F-94

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

In 1998, the Peruvian Government issued additional regulations regarding the calculation of the workers’ profit participation, which limited to 18 monthly salaries the total amount each employee is entitled to. However, there is a difference between the Law and its regulations. The ~~law~~Law establishes that the 18 months limit should be based upon 18 times the remuneration earned by the employee in December of the respective year. However the regulation established an average approach for the calculation, by means of which, the total of the compensation earned by the employee during the year divided by the number of months worked provides the monthly salary cap on which the limit of 18 salaries is then calculated (including any bonus paid).

The Company followed the criteria established by the Law in determining the amount to be paid to its employees since ~~1998.~~1998, At December 31, 2006, the Company recorded a charge of $14.9 million, included in Other expenses, net, to cover any payment derived from the different criteria established to make these payments by both the law and the regulation. A decision on the applicable criteria was requested to the Court.

In August 2007, the Court enacted an arbitration decision confirming that the Company had paid in excess to FONDOEMPLEO and the Regional Government. This decision is considered the last instance and it cannot be appealed, however it is not binding to the Regional Government. In this regard, the Company, based on its best estimate, believed that the highest amount to be recovered from FONDOEMPLEO was only $3.9 million of the $5.3 million paid in excess. The remaining balance was charged to Other expense, net. ~~As of~~Ai December 31, 2009 and 2008, the Company ~~has~~ recovered $1.7 million and $2.3 million, respectively, from FONDOEMPLEO.

In September 2007, the Company ~~proceeded to pay~~paid the balance owed to the employees of $21.8 million (including interest), which exceeded the original amount accrued ofby $6.9 million. The additional amount ~~mostly relates~~primarily related to interest paid by the Company to the ~~employees.~~

~~F-114~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars~~employees and has been included in ~~thousands unless otherwise stated)~~Other expense
, net.

14.	OTHER CURRENT LIABILITIES

	At December 31,				At December 31,
	2008		2007		2009		2008
Negotiated payment (Note 3)					$	28,424	$	18,492
Operating costs	$	20,387	$	13,273		11,729		20,387
Negotiated payment (Note 3)		18,492		9,683
Capital projects		14,610		18,045		10,814		14,610
Guarantee fund retention						8,371		4,472
Payroll and other benefits						6,831		6,659
Reclamation and remediation (Note 15)						3,724		7,074
income tax withholding						3,485		2,814
Taxes other than income tax		8,183		2,097		2,603		8,183
Reclamation and remediation (Note 15)		7,074		4,599
Payroll and other benefits		6,659		6,159
Guarantee fund retention		4,472		6,578
Withholding income tax		2,814		2,210
Deferred revenues		2,439		-		2,529		2,439
Interest payable		1,556		2,081		818		1,556
Other		810		901		140		810
	$	87,496	$	65,626	$	79,468	$	87,496

F-95

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

15.	RECLAMATION AND REMEDIATION LIABILITIES (ASSET RETIREMENT OBLIGATIONS)

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect the public health and environment and believes its operations are in compliance with all applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements.

The liability corresponds primarily to activities to be performed in the reclamation and remediation of mining activities once the gold extraction process has been finished. These activities include reclamation of the mine sites, operating water treatment plants, revegetation and earthworks.

The following is a reconciliation of the total liability for reclamation and remediation:

Balance at December 31, 2006	$	140,832
Additions, change in estimates and other, net		8,150
Liabilities settled		(7,701	)
Accretion		9,685
Balance at December 31, 2007	$	150,966
Balance at December 31 2007				$	150,966
Additions, change in estimates and other, net		26,042			26,042
Liabilities settled		(6,800	)		(6,800	)
Accretion		10,890			10,890
Balance at December 31, 2008	$	181,098		$	181,098
Additions, change in estimates and other, net					1,412
Liabilities settled					(4,091	)
Accretion					3,016
Balance at December 31, 2009				$	191,435

The current portion of Reclamation and remediation liabilitiesof ~~$7.1~~$3.7 million and ~~$4.6~~$7.1 million at December 31, ~~2008~~2009 and ~~2007,~~2008, respectively, are included in Other current ~~liabilities~~liabilities..

~~F-115~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

Increases in the asset retirement obligation in 2009 relate primarily to the expanded mining operations at La Quinua and Maqui Maqui and in 2008 relate primarily to the expanded mining operations at Carachugo and the San Jose Reservoir at Carachugo (in 2007 relate primarily to the expanded mining operations and new facilities at Yanacocha), and the related projected reclamation and remediation costs for this expansion.José Reservoir.

16.	PARTNERS’ EQUITY

~~Partners’~~Partners' Contributions

~~Partners’~~Partners' contributionsrepresent 1,278,451,304 common partnership interests with a par value of one Peruvian Nuevo sol each, fully subscribed and paid. Such partnership interest includes 720,407,310 that are owned by foreign investors.

Under current Peruvian regulations, there is no restriction on remittance of dividends or repatriation of foreign investment, except as discussed in sections below.

The legal structure of the Company is that of a Limited Liability Partnership. The main characteristics of such structure are: (i) the number of Partners cannot exceed 20, (ii) the capital is represented by partnership interests, and (iii) there is no obligation to create a legal reserve.

~~Restricted Earnings~~

~~As explained in Note 5, the Company capitalized $189.6 million as decided on the Partners’ meeting carried out on December 10, 2007, resulting in an increase of~~ ~~Partners’ contributions~~ ~~from $208.6 million to $398.2 million at December 31, 2007.~~

Retained Earnings

Effective January 1, 2003, distribution of earnings for Partners other than legal entities domiciled in Peru is subject to a withholding tax of 4.1%.

Accumulated Other Comprehensive Income

During 2009, the Company recorded $1.2 million related to unrealized profit of the Trust signed with the Banco de Crédito del Perú in November 2008.

F-96

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

17.	SUPPLEMENTAL CASH FLOW INFORMATION

Net cash provided from operations includes the following cash payments:

	Years Ended December 31,						Years Ended December 31,
	2008		2007		2006		2009		2008		2007
Income tax paid	$	184,234	$	139,213	$	277,993	$	242,845	$	184,234	$	139,213
Interest paid, net of capitalized interest	$	7,963	$	3,042	$	9,873
Interest paid, net of amounts capitalized							$	8,925	$	7,963	$	3,042

Non-cash Investing Activities and Financing Activities

The Company entered into mining equipment ~~lease agreement~~leases that resulted in non-cash increases to Property, plant and mine development, net and ~~long-term~~Long-term debt of ~~$17.5~~$17.5 million in 2008 (See Notes 10 and ~~$28.5 million in 2007.~~

~~F-116~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~11).

18.	MAJOR CUSTOMERS AND EXPORT SALES

The Company is not economically dependent on a limited number of customers for the ~~sale~~sate of its product because gold can be sold through various commodity market traders worldwide. In 2009, sales to one customer accounted for $1,489 million which represented 74% of total annual sales. In 2008, sales to one customer accounted for $1,210 million which represented 75% of total annual sales. In 2007, sales to one customer accounted for $700 million which represented 63% of total annual sales. ~~In 2006, sales to one customer accounted for $1,290 million which represented 81% of total annual sales.~~ All gold sales were made outside Peru.

19.	COMMITMENTS AND CONTINGENCIES

Tax Contingencies

Tax contingencies are provided for under ~~FIN 48~~ASC guidance (see Notes 2 and 5).

Peruvian Mining Royalty

During the second quarter of 2004, the Peruvian Government enacted legislation to establish a sliding scale mining royalty of up to 3% based on the volume of mine production. The royalty is calculated on revenue from sales of product less certain refining and transportation expenses. While the Peruvian royalty became effective during the second quarter of 2004, it does not apply to those projects that had stabilization agreements prior to the adoption of the royalty law. The Company’s current production is derived from projects that were stabilized prior to the enactment of the royalty legislation. The Carachugo/San José tax stabilization agreement is no longer in effect beginning January 1, 2010. Future production from non-stabilized projects, including the Carachugo/San José are a could be ~~burdened by~~subject to this royalty.

Reinvestment Program

AtOn June 30, 2004, the Company completed all of its investments under the Reinvestment Program from 2001 to 2004. AtOn December 31, 2006, after completing the ~~MEM’s~~MEM's audit, the Company received ~~the resolution~~notice of approval. The amount of $189.6 million that had been booked as Restricted earningswas capitalized in December 2007, as stated by law. The Company ~~shall~~may not declare dividends from ~~Partners’~~Partners' contributionsduring the following four fiscal years.

~~Unitization~~Unification of Properties

In December 2000, as a result of the unitization plan carried out by the Partners, the Company signed several asset transfer and mining lease agreements with related entities. The main conditions are:

F-97

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

The Company must pay to Chaupiloma, ~~S.M.~~S.M, Coshuro R.L. and Buenaventura 3% of the quarterly net sales proceeds of mineral extracted from the transferred and leased concessions. These properties are currently under exploration, except for a lime concession.

The Company must pay to Los Tapados S.A. 3% on quarterly net sales proceeds of mineral extracted from the transferred and leased concessions of Los Tapados S.A. The transferred and leased concessions of Los Tapados S.A. are also subject to a previously existing royalty on the minerals. The properties are currently not being exploited by the Company.

~~F-117~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

Legal Proceedings

Choropampa (mercury spill)

In June 2000, a transport contractor of Yanacocha spilled approximately 151 kilograms of elemental mercury near the town of Choropampa, Peru, which is located 53 miles (85 kilometers) southwest of the Yanacocha mine. Elemental mercury is not used in Yanacocha’s operations but is a by-product of gold mining and was sold to a Lima firm for use in medical instruments and industrial applications. A comprehensive health and environmental remediation program was undertaken by Yanacocha in response to the incident. In August 2000, Yanacocha paid under protest a fine of 1,740,000 Peruvian soles (approximately $0.5 million) to the Peruvian government. Yanacocha has entered into settlement agreements with a number of individuals impacted by the ~~incident.~~incident As compensation for the disruption and inconvenience caused by the incident, Yanacocha entered into agreements with and provided a variety of public works in the three communities impacted by this incident. Yanacocha cannot predict the likelihood of additional expenditures related to this matter.

Yanacocha and other defendants have been named in lawsuits filed by approximately 1,100 Peruvian citizens in Denver District Court for the State of Colorado. These actions seek compensatory damages based on claims associated with the elemental mercury spill incident. The parties in these cases agreed to submit these matters to binding arbitration. In October 2007, the parties to the arbitration entered a court-approved settlement agreement, resolving most of these cases.

Additional lawsuits relating to the Choropampa incident were filed against Yanacocha in the local courts of Cajamarca, Peru, in May 2002 by over 900 Peruvian citizens. A significant number of the plaintiffs in these lawsuits entered into settlement agreements with Yanacocha prior to filing such claims. In April 2008, the Peruvian Supreme Court upheld the validity of these settlement agreements, which should result in the dismissal of all claims brought by previously settled plaintiffs. Yanacocha has also entered into settlement agreements with approximately 350 additional plaintiffs.

The claims asserted by approximately 200 plaintiffs remain. Yanacocha can not reasonably predict the final outcome or estimate the possible loss relating to such claims.

~~Conga~~

The Company is involved in a dispute with the Provincial Municipality of Celendin regarding the authority of that governmental body to regulate the development of the Conga project. In 2004, the Municipality of Celendin enacted an ordinance declaring the area around Conga to be a mining-free reserve and naturally protected area. The Company has challenged this ordinance by means of two legal actions, one filed by the Company (as the lease holder of the Conga mining concessions) and one filed by Minera Chaupiloma (as the titleholder of the Conga mining concessions). In August 2007, a Peruvian Court of first instance upheld Chaupiloma’s claim, stating that the Municipality of Celendin lacks the authority to create natural protected areas. The Municipality of Celendin has not appealed the ruling. Based on legal precedent established by Peru's Constitutional Tribunal and the foregoing resolution of the Chaupiloma claim, it is reasonable to believe that Yanacocha’s mining rights will be upheld.

~~F-118~~

~~MINERA YANACOCHA S.R.L.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars in thousands unless otherwise stated)~~

~~Hacienda Los Negritos~~

In October 2002, the Company was sued by Grimaldina Malpica Rojas (“the plaintiff”), seeking: (i) the repossession of the “Los Negritos” property, which is currently held and utilized by the Company, and (ii) a payment for damages of up to $65 million. In July, 2008 the Court dismissed this claim and the ruling was not appealed by the plaintiff.

Baños del Inca

In September 2006 the Municipality of Baños del Inca issued a declaration designating an area that includes the Carachugo Expansion and San ~~Jose~~José Projects as reserved and protected areas. Based on previous experience and actions taken by the Constitutional Tribunal (Peru Court of Last instance for Constitutional issues) in respect of Cerro Quilish in which it was ruled that such declaration did not affect the Company’s mining rights, the Company believes that Baños del ~~Inca’s~~Inca's declaration, should not impact the Company’s legal rights to exploit these concessions.

In March 2008, the Lima Court rejected a Baños del Inca Municipality request which did not ~~recognized~~recognize Lima’s Jurisdiction. The legal proceeding is currently pending resolution in Lima’s Court of First Instance.

F-98

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

San Pablo

In February 2007 the Municipality of San Pablo issued an ordinance designating an area that includes Las Lagunas and Pozo Seco as reserved and protected areas, where the ~~company~~Company has mining rights. Based on previous experience and actions taken by the Constitutional Tribunal in respect of Cerro Quilish in which it was ruled that such declaration did not affect the Company’s mining rights, the Company believes that San Pablo’s declaration, should not impact the Company’s legal rights to exploit these concessions. The Company has challenged this ordinance on the grounds that, under Peruvian law, local governments lack the authority to create such areas, denying the rights granted by the Company’s mining concessions. The Court in the ~~first instance~~First Instance rejected the complaint based on formal grounds. The resolution of the Court was appealed ~~and such appeal is currently pending resolution in~~before Lima’s Court of Second ~~Instance.~~instance.

In November 2008, Lima’s Court confirmed the ruling from the First Instance, rejecting the case based on formal ground. A constitution complaint has been submitted to the Constitutional Court and is currently pending resolution.

Clinica Internacional, Addeco, SDC Security

Workers of three contractor companies (Clinica Internacional, Addeco and SDC Security) have initiated judicial proceeding through which they demand their incorporation into Minera Yanacocha’s payroll. The workers deem they are direct employees of the Company with all the rights, arguing that they receive direct orders from Minera Yanacocha and that most of the equipment they use is given by the Company. AH proceedings, which involve a total of 97 workers, are pending First Instance resolution.

20.	FAIR VALUE ACCOUNTING

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth the Company’s assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at December 31, 2009
	Total		Level 1		Level 2		Level 3
Assets:
San José Reservoir Trust assets	$	14,930	$	14,930	$	—	$	—
Trade receivable from provisional silver, gold and copper concentrate sales, net		8,113		8,113		—		—
	$	23,043	$	23,043	$	—	$	—

The Company’s San José Reservoir Trust assets are made up of marketable equity securities and corporate debt securities and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

~~F-119~~F-99

MINERA YANACOCHA S.R.L.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands unless otherwise stated)

The Company’s net trade receivable from provisional silver, gold, and copper concentrate sales is valued using quoted market prices based on the forward the COMEX Silver Index, the London Bullion Market Association P.M. fix (“London P.M. fix”) (gold), and the London Metal Exchange (“LME”) (copper), and, as such, is classified within Level 1 of the fair value hierarchy.

F-100

Sociedad Minera Cerro Verde S.A.A.

Financial Statements as of December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007 together with the Report of Independent Registered Public Accounting Firm

Contents

Report of Independent Registered Public Accounting Firm	~~F-121~~F-102

Financial Statements

Balance Sheets	~~F-122~~F-103

Statements of Income	~~F-123~~F-104

Statements of Changes in ~~Shareholders’~~Shareholders' Equity	~~F-124~~F-105

Statements of Cash Flows	~~F-125~~F-106

Notes to the Financial Statements	~~F-127~~F-108

~~F-120~~F-101

Report of Independent Registered Public Accounting Firm

ernst & young	Medina, Zaldivar, Paredes & Asociados
	Sociedad Civil

Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Stockholders~~Shareholders of Sociedad Minera Cerro Verde S.A.A.

We have audited the accompanying balance sheets of Sociedad Minera Cerro Verde S.A.A. as of December 31, 2009 and 2008 (a Peruvian company, subsidiary of Freeport - McMoRan Copper &and Gold Inc.), ~~the “Company”) as of December 31, 2008 and 2007,~~ and the related statements of income, shareholders’ equity and cash flows for ~~each of~~ the ~~two~~ years ~~then ended.~~ended December 31, 2009, 2008 and 2007. These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Sociedad Minera Cerro Verde S.A.A. as of and for the year ended December 31, 2006 were audited by other auditors whose report dated February 9, 2007 expressed on unqualified opinion on such financial statements.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company´s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company´s internal control over financial reporting. Accordingly, we express no such o opinion. An audit also 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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sociedad Minera Cerro Verde S.A.A. as of December 31, ~~2008~~2009 and ~~2007~~2008 and the results of its operations and its cash flows for each of the ~~two~~ years ~~then~~ ended December 31, 2009, 2008 and 2007, in conformity with generally accepted accounting principles in Peru, which differ in certain respects from U.S. generally accepted accounting principles (see notes 2624 and 2725 to the financial statements).

Lima, Peru,

May ~~21, 2009~~31, 2010

Countersigned by:

~~/s/ VICTOR BURGA~~

~~Víctor Burga~~

~~C.P.C. Register No.14859~~

/S/ MARCO ANTONIO ZALDÍVAR

Marco Antonio Zaldívar

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

~~F-121~~F-102

Sociedad Minera Cerro Verde S.A.A.

Balance Sheets

As of December 31, ~~2008~~2009 and ~~2007~~2008

	Note		2008			2007		Note	2009		2008
			US$(000)			US$(000)			US$(000)		US$(000)
Assets
Current Assets
Cash and cash equivalents		4		481,744			630,360	4		203,391		481,744
Trade accounts receivable from third parties				8,712			40,156			24,792		8,712
Trade accounts receivable from affiliates		5		89,043			206,513	5		216,562		89,043
Value added tax credit				11,614			5,855			4,228		11,614
Embedded derivative related to price of copper								20		64,760		-
Other accounts receivable				6,977			1,000			6,335		1,306
Inventories, net		6		175,832			93,735	6		156,319		175,832
Prepaid expenses				6,764			3,038			4,177		6,764
Total current assets				780,686			980,657			680,564		775,015
Other assets		18(d)		48,752			-	17(d)		49,535		48,752
Long-term inventories		6		73,346			40,187	6		91,235		73,346
Property, plant and equipment, net		7		1,068,499			1,014,732	7		1,082,051		1,068,499
Intangible, net		18(c)		12,289			-	17(c)		9,779		12,289
Total assets				1,983,572			2,035,576			1,913,164		1,977,901
Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable		8		91,661			50,394	8		39,798		85,990
Trade accounts payable to affiliates		19(d)		6,397			8,092	18(d)		2,719		6,397
Embedded derivative related to price of copper		21		255,035			49,766	20		-		255,035
Income tax payable				91,822			138,006			83,792		91,822
Workers’ profit sharing payable				91,981			99,649			48,254		91,981
Other accounts payable		9		45,521			98,529	9		76,516		45,521
Current portion of financial obligations		10		-			11,250
Total current liabilities				582,417			455,686			251,079		576,746

Long-term financial obligations		10		-			62,514
Provision for remediation and mine closure		18(a)		16,944			15,634	17(a)		18,642		16,944
Deferred income tax and workers’ profit sharing, net		11(a)		1,376			55,697	10(a)		158,040		1,376
Other accounts payable, long-term		9		58,600			-	9		39,310		58,600
Deferred income				60			303			-		60
Total liabilities				659,397			589,834			467,071		653,726
Shareholders’ equity, net		12						11
Capital stock				189,030			189,030			990,658		189,030
Additional paid-in capital				375,660			375,660			-		375,660
Legal reserve				37,845			37,845			198,132		37,845
Restricted earnings				800,030			800,030			-		800,030
(Accumulated deficit )Retained earnings				(78,390	)		43,177
Retained earnings										257,303		(78,390	)
Total shareholders’ equity, net				1,324,175			1,445,742			1,446,093		1,324,175

Total liabilities and shareholders’ equity, net				1,983,572			2,035,576			1,913,164		1,977,901

	Note	2009			2008			2007
		US$(000)			US$(000)			US$(000)

Net sales	13		1,757,510			1,835,911			1,794,559
Cost of sales	14		(528,047	)		(596,741	)		(418,108	)
Gross revenue			1,229,463			1,239,170			1,376,451

Operating Expenses
Selling expenses	15		(67,877	)		(78,190	)		(54,405	)
Voluntary contribution	17(b)		(27,608	)		(29,496	)		(48,674	)
Other operating expenses	17(d)		(9,718	)		(29,956	)		(2,432	)
Operating income			1,124,260			1,101,528			1,270,940

Other income (expenses)
Financial expenses	16		-			(7,853	)		(23,346	)
Financial income	16		1,665			20,278			33,168
Other, net			(3,796	)		(2,366	)		(426	)
Profit before workers’ profit sharing and income tax			1,122,129			1,111,587			1,280,336
Workers’ profit sharing
Current	12(b)		(57,740	)		(100,556	)		(105,851	)
Deferred	10(a)		(35,205	)		12,207			(995	)
Income tax
Current	12(b)		(199,197	)		(346,919	)		(267,138	)
Deferred	10(a)		(121,459	)		42,114			(101,667	)
Net Income			708,528			718,433			804,685

Basic and diluted earnings per share (stated in U.S dollars)	19		2.02			2.05			2.30

Weighted average number of share outstanding	19		350,056,012			350,056,012			350,056,012

Note 2008 2007 2006
US$(000) US$(000) US$(000)

Net sales 14 1,835,911 1,794,559 667,671
Cost of sales 15 (596,741 ) (418,108 ) (140,423 )
Gross revenue 1,239,170 1,376,451 527,248

Operating Expenses
Selling expenses 16 (78,190 ) (54,405 ) (3,538 )
Voluntary contribution 18(b) (29,496 ) (48,674 ) -
Other operating expenses 18(d) (29,956 ) (2,432 ) (48,100 )
Operating income 1,101,528 1,270,940 475,610

Other income (expenses):
Financial expenses 17 (7,853 ) (23,346 ) (2,984 )
Financial income 17 20,278 33,168 10,899
Other, net (2,366 ) (426 ) (550 )
Profit before workers’ profit sharing and income tax 1,111,587 1,280,336 482,975

Workers’ profit sharing
Current 13(b) (100,556 ) (105,851 ) (41,825 )
Deferred 11(a) 12,207 (995 ) (980 )
Income tax
Current 13(b) (346,919 ) (267,138 ) (49,381 )
Deferred 11(a) 42,114 (101,667 ) 53,832

Net Income 718,433 804,685 444,621

Basic and diluted earnings per share (stated in U.S dollars) 20 2.05 2.30 1.27

Weighted average number of share outstanding 20 350,056,012 350,056,012 350,056,012

The accompanying notes are an integral part of these financial statements.

~~F-123~~F-104

Sociedad Minera Cerro Verde S.A.A.

~~Statement~~Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007

Capital
stock

Additional paid-
in capital

Legal
Reserve

Restricted
Earnings
Retained Earnings Total
US$(000) US$(000) US$(000) US$(000) US$(000) US$(000)

Balances at January 1, 2006 189,030 375,660 17,822 152,911 81,013 816,436

Transfer to the legal reserve - - 20,023 - (20,023 ) -
Net income - - - - 444,621 444,621
Transfer to restricted earnings, note 12(d) - - - 317,068 (317,068 ) -
Balances at December 31, 2006 189,030 375,660 37,845 469,979 188,543 1,261,057

Dividend distributions, note 12(f) - - - - (620,000 ) (620,000 )
Net income - - - - 804,685 804,685
Transfer to restricted earnings, note 12(d) - - - 330,051 (330,051 ) -
Balances at December 31, 2007 189,030 375,660 37,845 800,030 43,177 1,445,742

Dividend distributions, note 12(f) - - - - (840,000 ) (840,000 )
Net income - - - - 718,433 718,433

Balances at December 31, 2008 189,030 375,660 37,845 800,030 (78,390 ) 1,324,175

	Capital stock		Additional paid-in capital			Legal Reserve		Restricted earnings			Retained earnings			Total
	US$(000)		US$(000)			US$(000)		US$(000)			US$(000)			US$(000)

Balance as of January 1, 2007		189,030		375,660			37,845		469,979			188,543			1,261,057

Dividend distributions, note 11(f)		-		-			-		-			(620,000	)		(620,000	)
Net income		-		-			-		-			804,685			804,685
Transfer to restricted earnings, note 11(d)		-		-			-		330,051			(330,051	)		-

Balance as of December 31, 2007		189,030		375,660			37,845		800,030			43,177			1,445,742

Dividend distributions, note 11(f)		-		-			-		-			(840,000	)		(840,000	)
Net income		-		-			-		-			718,433			718,433
Balance as of December 31, 2008		189,030		375,660			37,845		800,030			(78,390	)		1,324,175

Premium capital distribution, note 11 (b)		-		(215,000	)		-		-			-			(215,000	)
Recovery of dividends paid in excess in 2008, note 11(f)		-		-			-		-			78,390			78,390
Dividend distributions, note 11(f)		-		-			-		-			(450,000	)		(450,000	)
Capitalization of restricted earnings, note 11(d) and 11 (b)		801,628		(1,598	)		-		(800,030	)		-			-
Transfer to legal reserve, note 11(b)		-		(159,062	)		160,287		-			(1,225	)		-
Net income		-		-			-		-			708,528			708,528

Balance as of December 31, 2009		990,658		-			198,132		-			257,303			1,446,093

The accompanying notes are an integral part of these financial statements.

~~F-124~~F-105

Sociedad Minera Cerro Verde S.A.A.

~~Statement~~Statements of Cash Flows

For the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~

2008 2007 2006
US$(000) US$(000) US$(000)

Operating Activities
Net income 718,433 804,685 444,621
Adjustments to net income that do not affect net cash flow from operating activities:
Depreciation 79,035 76,696 25,627
Amortization of debt issuance costs 4,986 13,347 2,819
Amortization of intangible 1,711 - -
Accretion expense due to mine closure accrual 1,310 716 447
Gain on sale of plant and equipment - (69 ) (72 )
Provision for obsolescence of materials and supplies (71 ) 197 277
Deferred income tax and workers’ profit sharing (54,321 ) 102,435 (52,852 )
Amortization of mine development costs - 13,672 1,277
Amortization of deferred income (243 ) (244 ) (242 )
Net changes in assets and liabilities accounts:
Decrease (increase) in operating assets:
Trade accounts receivable from third parties 31,444 (40,156 ) 99
Trade accounts receivable from affiliates 117,470 (156,410 ) (19,959 )
Value added tax credit (5,759 ) 32,931 (10,643 )
Other accounts receivable (5,977 ) 865 1,369
Inventories (current and long-term portion) (115,185 ) (36,993 ) (29,500 )
Prepaid expenses (3,726 ) 1,291 5,558
Other assets (48,752 ) - -
Increase (decrease) in operating liabilities:
Trade accounts payable 41,267 5,964 29,442
Trade accounts payable to affiliates (1,695 ) 7,353 (467 )
Embedded derivative related to price of copper 205,269 46,006 (3,058 )
Income tax payable (46,184 ) 129,625 8,069
Workers’ profit sharing payable (7,668 ) 60,157 21,483
Other accounts payable (7,473 ) 56,528 43,239
Net cash and cash equivalents provided by operating activities 903,871 1,118,596 467,534

~~F-125~~

~~Statements of Cash Flows~~ ~~(continued)~~2007

2008 2007 2006
US$(000) US$(000) US$(000)

Investing activities
Purchase of property, plant and equipment (133,779 ) (99,961 ) (560,095 )
Proceeds from sales of plant and equipment 42 113 148
Net cash and cash equivalents (used in) provided by investing activities (133,737 ) (99,848 ) (559,947 )

Financing activities
Proceeds from financial obligations - - 182,000
Payments of financial obligations (78,750 ) (123,250 ) -
Payment of dividends (840,000 ) (620,000 ) -
Net cash and cash equivalents (used in) provided by financing activities (918,750 ) (743,250 ) 182,000

(Net decrease) Net increase in cash and cash during the year (148,616 ) 275,498 89,587
Cash and cash equivalents at beginning of year 630,360 354,862 265,275

Cash and cash equivalents at year-end 481,744 630,360 354,862

Additional information:
Income tax payments 267,849 138,900 32,735
Payments of financial expenses 7,853 23,346 33,168

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Operating Activities
Net income		708,528			718,433			804,685
Adjustments to net income that do not affect net cash flow from operating activities
Depreciation		77,971			79,035			76,696
Amortization of debt issuance costs		-			4,986			13,347
Amortization of intangible assets		(100	)		1,711			-
Accretion expense due to mine closure accrual		1,698			1,310			716
Gain on sale of plant and equipment		-			-			(69	)
Provision for obsolescence of materials and supplies		(14	)		(71	)		197
Amortization of deferred income		-			(243	)		(244	)
Deferred income tax and workers’ profit sharing		156,664			(54,321	)		102,435
Amortization of mine development costs		-			-			13,672
Net changes in assets and liabilities accounts
Net decrease (net increase) in operating assets
Trade accounts receivable from third parties		(16,080	)		31,444			(40,156	)
Trade accounts receivable from affiliates		(127,519	)		117,470			(156,410	)
Value added tax credit		7,386			(5,759	)		32,931
Embedded derivative related to price of copper		(64,760	)		-			-
Other accounts receivable		(5,029	)		(306	)		865
Inventories		1,638			(115,185	)		(36,993	)
Prepaid expenses		2,587			(3,726	)		1,291
Other assets		(783	)		(48,752	)		-
Net Increase (net decrease) in operating liabilities
Trade accounts payable		(46,192	)		35,596			5,964
Trade accounts payable to affiliates		(3,678	)		(1,695	)		7,353
Embedded derivative related to price of copper		(255,035	)		205,269			46,006
Income tax payable		(8,030	)		(46,184	)		129,625
Workers’ profit sharing payable		(43,727	)		(7,668	)		60,157
Other accounts payable		14,064			(7,473	)		56,528

Net cash and cash equivalents provided by operating activities		399,589			903,871			1,118,596

F-106

Statements of Cash Flows (continued)

	2009			2008			2007
	US$(000)			US$(000)			US$(000)

Investing activities
Purchase of property, plant and equipment		(91,559	)		(133,779	)		(99,961	)
Proceeds from sales of plant and equipment		227			42			113
Net cash and cash equivalents used in investing activities		(91,332	)		(133,737	)		(99,848	)

Financing activities
Payment of dividends		(371,610	)		(840,000	)		(620,000	)
Payment of premium capital		(215,000	)		-			-
Payments of financial obligations		-			(78,750	)		(123,250	)
Net cash and cash equivalents used in financing activities		(586,610	)		(918,750	)		(743,250	)

Net increase (decrease) in cash and cash equivalents during the year		(278,353	)		(148,616	)		275,498
Cash and cash equivalents at beginning of year		481,744			630,360			354,862

Cash and cash equivalents at year-end		203,391			481,744			630,360

Additional information of the statement of cash flow:
Income tax payments		207,227			267,849			138,900
Payments of financial expenses		-			7,853			23,346

The accompanying notes are an integral part of these ~~financial statements~~statements.

~~F-126~~F-107

Sociedad Minera Cerro Verde S.A.A.

Notes to the Financial Statements

As of December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007

1.	Identification and business activity

(a)

Identification -

Sociedad Minera Cerro Verde S.A.A. (hereinafter the Company) was incorporated in Peru on August 20, 1993 as a result of the privatization process carried out by the Peruvian state in that year. The Company has listed its shares on the Lima Stock Exchange since November 14, 2000.

Sociedad Minera Cerro Verde S.A.A. (hereinafter “the Company”) was incorporated in Peru on August 20, 1993 as a result of the privatization process carried out by the Peruvian state in that year. The Company has listed its shares on the Lima Stock Exchange since November 14, 2000.

On March 19, 2007, ~~Freeport-McMoRan~~Freeport- McMoRan Copper and Gold Inc. (“Freeport”) completed the acquisition process of Phelps Dodge Corporation (“Phelps Dodge”). ~~Phelps Dodge,~~Freeport, through its subsidiary Cyprus Climax Metals Company, owns 53.56% of the voting shares of the Company. Additionally, SMM Cerro Verde Netherlands B.V. (a subsidiary of Sumitomo Metal Mining Company), Compañía de Minas Buenaventura S.A.A. and the minority stakeholders own 21%, ~~19.05%~~19.26% and ~~6.39%~~6.18% of the voting shares of the Company, respectively.

The Company’s legal address is Asiento Minero Cerro Verde S/N Uchumayo – Arequipa. The ore deposits are located southwest of ~~the city of Arequipa.~~Arequipa city.

(b)

Business activity -

The Company’s activities are regulated by the Peruvian General Mining Law and comprise the extraction, production and sale of copper cathodes and concentrates.

(c)

Approval of financial statements -

The financial statements as of December 31, 2009 have been approved by Management on May 12, 2010. The financial statements as of December 31, 2008 ~~and 2007~~ were approved ~~at the General Shareholders Meeting held~~by Management on ~~March 30,~~May 22, 2009.

~~F-127~~

~~Notes to the Financial Statements~~ ~~(continued)~~

2.	Significant accounting principles and policies

In the preparation and presentation of the financial statements, Management has followed International Financial Reporting Standards (IFRS) as adopted and effective in Peru as of December 31, 2009, 2008 ~~2007~~ and ~~2006,~~2007, which differ in certain respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). A description of these differences and their effects on net income and shareholders’ equity is set forth in Notes 2624 and ~~27.~~25. The financial statements derive from the statutory financial statement presentation and include certain additional disclosures in order to conform more closely to the form and content of financial statements required by the Securities and Exchange Commission of the United States of America (the “SEC”).

~~The principal accounting principles and practices used in accounting for the transactions and in preparing the financial statement are:~~

~~(a)~~2.1.

Basis of presentation -and accounting changes –

The ~~financial statements of the Company have been prepared in accordance with~~ accounting principles ~~generally accepted~~used in ~~Peru. The accounting principles in Peru correspond to~~ the ~~International Financial Reporting Standards – IFRS approved by the Peruvian Accounting Interpretation Standards Board, and~~preparation of these financial statements are consistent with the ones used in the previous year, except for the following ~~International Financial Reporting Interpretations Committee (IFRIC)~~standards and IFRICs adopted ~~effective~~in Peru starting January 1, ~~2008.~~

~~IFRIC~~ 1~~, “Changes in Existing Decommissioning, Restoration and Similar Liabilities”~~

IFRIC 1 contains guidance on accounting for changes in decommissioning, restoration and similar liabilities that have previously been recognized both as part of the cost of an item of property, plant and equipment under IAS 16 and as a liability under IAS 37. The interpretation addresses subsequent changes to the amount of the liability that may arise from (a) a revision in the timing or amount of the estimated decommissioning or restoration costs or from (b) a change in the current market-based discount rate. The adoption of the IFRIC, during 2008, did not have a material effect on the Company’s Financial Statements.

~~IFRIC~~ 9 ~~"Reassessment of embedded derivatives"~~

IFRIC 9 requires the Company, when it first becomes a party to a hybrid contract, to assess whether any embedded derivatives contained in the contract are required to be separated from the host contract and accounted for as if they were stand-alone derivatives. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract, in which case reassessment is required. The adoption of this interpretations did not result in a change to the 2008 financial statements.

~~As of December 31, 2008, the Peruvian Accounting Standards Board has approved the application of the IFRS 1 to 6, IAS 1 to 41, SICs 7 to 32 and IFRICs 1 to 12.~~2009:

~~(b)~~-

~~Use~~IAS 32 “Financial instruments: Presentation” (revised 2006) – The objective of ~~estimates~~this standard is to establish principles for presenting financial instruments as liabilities or equity and ~~assumptions - -~~for offsetting financial assets and liabilities.

IFRS 7 “Financial instruments: Disclosures” – The objective of this standard is to require entities to provide disclosures that enable users to evaluate the significance of financial instruments and the nature and extent of risk arising from financial instruments.

IFRS 8 “Operating Segments” – This standard replaces IAS 14 “Segment reporting” effective for periods that begin on or after January 1, 2008.

F-108

Notes to the Financial Statements (continued)

IFRIC 13 “Customer Loyalty Programmes” – This interpretation requires that benefits for customer loyalty programs are recorded as a separate component of sales in the time of grant.

IFRIC 14 – IAS 19 “The Limit on a Defined benefit asset, minimum funding requirements and their interaction” – This information determines the limit placed on employee benefit plan according to IAS 19 “Employee Benefits”. This interpretation is not applicable to the Company´s operations.

The Company has adopted these standards for application in the record of its operations; however, the only ones that have an effect in the preparation of its financial statements are IAS 32 “Financial instruments: Presentation” (revised 2006) and IFRS 7 “Financial instruments: Disclosures”. See notes 2.2 from point (a) to (c), 4(c), 5(e), 31 and 22 to the financial statements.

Considering the above, to the date of these financial statements, the CNC has formalized the implementation of IFRS 1 to 8, IAS 1 to 41, SIC 1 to 32 and IFRICs 1 to 14. It is important to mention, that article 4 of CNC Resolution Nº 034-2005-EF/93.01 annulled IAS 15 “Information reflecting the effects of changing prices”, IAS 22 “Business Combinations” and IAS 35 “Discontinuing Operations”. Also article 5, of CNC Resolution Nº 040-2008-EF/93.01 annulled IAS14 “Segment Reporting”, IAS 30 “Disclosures in financial statements of banks and similar financial institutions” and IAS 32 “Financial instruments: Presentation and Disclosures (modified in 2003)”

The preparation of financial statements in conformity with generally accepted accounting principles in Peru requires ~~management~~Management to make estimates and assumptions in order to determine the amounts of the assets and liabilities, the disclosure of contingent assets and liabilities and the amounts of revenues and expenses to be reported ~~for~~In Management’s opinion, these estimates were made on the ~~years ended December 31, 2008 ,2007~~basis of their better knowledge of the relevant facts and ~~2006~~circumstances at the date of preparation of financial statements; however, the final results could be different from the estimates included in the financial statements.

~~F-128~~

~~Notes to the Financial Statements~~ ~~(continued)~~

The most significant estimates considered in the preparation of the accompanying financial statements ~~refers to:~~are: (i)the copper cathode and concentrate provisional sales prices which are initially recorded according to the terms of sales contracts, ~~(embedded derivative),~~ (ii)the expected copper recovery rates used to estimate copper contained in the in-process inventories, (iii)the provision for obsolescence of materials and supplies, (iv)the useful life and the recoverable amount of property, plant and equipment, (v)the determination of ore reserves and (vi) the provision for remediation and mine closure ~~costs and estimation of contingencies.~~costs. Any difference between the estimated and actual amounts ~~will be~~is recorded in the year of occurrence.

~~(c)~~2.2.

Summary of significant accounting principles and policies -

(a)

Foreign currency translation -

Functional and presentation currency -

Financial statements are presented in US dollars, which is the Company’s functional and presentation currency.

Transactions and balances in foreign currency -

Transactions that are not originated in the functional currency are considered foreign currency transactions. Initially, transactions in foreign currency are recorded at the exchange rate in effect on the transaction dates. Later, at each balance sheet date: (a) monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate on that date, and (b) non-monetary items denominated in foreign currencies, that are measured in terms of historical cost are translated using the exchange rates in effect on the dates of the ~~original~~initial transactions.

Exchange differences resulting from the settlement of monetary items or from the translation of monetary items at exchange rates different from those originally used are recognized as gains and losses of the current period.

F-109

Notes to the Financial Statements (continued)

~~(d)~~

(b)

Financial assets -

~~The~~Initial recognition and measurement

According to IAS 39 “Financial instruments: Recognition and Measurement” the Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity ~~financial assets~~investments and available-for-sale. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every balance sheet date.

All financial assets are recognized initially at fair value plus directly attributable transaction cost, except for financial assets at fair value, in which transaction costs are recorded through profit or loss.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follow:

Financial assets at fair value through profit or loss-

This category has two sub-categories: held-for-trading financial assets and those designated at fair value through profit or loss at the time of acquisition. A financial asset is classified in this category if acquired principally for the purpose of its sale in the short term or if so designated by ~~management.~~Management. Derivatives financial instruments also are classified as trading, unless they are designated as hedge. Assets in this category are classified as current assets if they are either held for trading or are expected to be traded within 12 months of the balance sheet ~~date.~~date.The Company has classified within this category its investments in money market funds as of December 31, 2009 and 2008, which are shown as cash and cash equivalent in the balance sheet as of these dates. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with changes recognized in “Financial income” or “Financial expenses” in the statement of income

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and not held for trading or designated at fair value through profit or loss. These embedded derivatives are measured at fair value with changes recognized in the statement of income.

~~F-129~~

~~Notes to the Financial Statements~~ ~~(continued)~~

Loans and receivables -

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, loans and receivables are subsequently carried at amortized cost using the effective interest method less any allowance for impairment.

If there is objective evidence that an impairment loss on assets has been incurred (such as the probability of insolvency or significant financial difficulties of the debtor), the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow discounted at the financial asset’s original effective interest rate or interest rate applicable to a similar transaction. The carrying amount of the loan or receivable is reduced through use of an allowance account. The amount of the loss is recognized in the statements of income. Impaired loans and receivables are expensed when they are assessed as uncollectible.

If, in a subsequent period, the amount of the impairment loss decreases, the previously recognized impairment loss is reversed through profit or loss. ~~Impaired receivables are expensed when they are assessed as uncollectible.~~

Held-to-maturity ~~investments-~~investments -

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company’s management has the positive intention and ability to hold to maturity. The Company does not maintain any financial assets in this category as of December 31, ~~2008~~2009 and ~~2007.~~2008.

Available-for-sale financial assets -

Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in any of the other categories. After initial measurement, available-for-sale financial assets are measured at fair value with unrealized gains or losses being recognized directly in ~~equity, net of tax.~~equity. When the investment is disposed of, the cumulative gain or loss previously recorded in equity is recognized in the statements of income. The Company did not maintain any financial assets in this category as of December 31, ~~2008~~2009 and ~~2007.~~2008.

F-110

Notes to the Financial Statements (continued)

Derecognition

A financial asset is derecognized when:

~~(e)~~·

The rights to receive cash flows from the asset have expired

The Company has transferred its rights to receive cash flow from the asset or has assumed an obligation to pay the received cash flow in full without material delay to a third party under a pass-through arrangement; and

The Company has transferred substantially all the risks and rewards of the asset or, the Company has neither, transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither, transferred nor retained substantially all the risks and rewards of the assets nor transferred control of the asset, the asset is recognized to the extent of the Company continuing involvement in the asset.

(c)

Cash and cash equivalents -

Cash and cash equivalents comprise cash at banks and on hand. For the purpose of the statements of cash flows, cash and cash equivalents also include ~~short-term~~short term deposits with an original maturity of three months or less. Restricted cash ~~deposit is shown separately~~deposits are included in other assets in the balance ~~sheet as other assets.~~

~~F-130~~

sheet.

~~Notes to the Financial Statements~~ ~~(continued)~~

~~(f)~~ (d)

Inventories -

Inventories are stated at the lower of cost or the net realizable value. Net realizable value is the estimated selling price in the normal course of business, less estimated cost of production to complete the process and variable selling expenses. Cost of finished products and work in progress is determined by using the first-in, first-out (FIFO) method. Cost of materials and supplies is determined by using the weighted average method and the cost of in-transit inventories is determined under the specific identification method. ~~Net realizable value is the estimated selling price in the normal course of business, less estimated cost of production to complete the process and variable selling expenses.~~

The accrual for materials and supplies obsolescence is based on an item-by-item analysis completed by the Company’s management, and the related amount is charged to expense in the period in which the obsolescence is deemed to have occurred.

~~(g)~~(e)

Property, plant and equipment -

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses. The cost comprises its purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the initial estimation of the costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are charged to the cost of production during the period in which they are ~~incurred~~incurred.

Land is not depreciated. Depreciation on items of property, plant and equipment directly related to the useful life of the mine is calculated by using the units-of-production method, based on the proven and probable reserves. Other ~~fixed~~ assets are depreciated by using the straight-line method based on the following estimated useful lives:

F-111

Notes to the Financial Statements (continued)

	Years

Buildings and other ~~construction~~constructions	Between 1210 and 30
Machinery and equipment	Between 53 and 1025
Transportation units	37
Furniture and fixtures	7
Other equipment	Between 3 and 1215

~~F-131~~

~~Notes to the Financial Statements~~ ~~(continued)~~

~~The assets’ useful lives and depreciation methods are reviewed at year-end, to ensure that they are consistent with the economic benefit of the property, plant and equipment items.~~

An item of property, plant and equipment is disposed of when no future economic benefits are expected from its later use. Any gain or loss arising on disposal of the asset is included in current profit or loss statement in the year in which the asset is disposal.

The assets’ useful lives and depreciation methods are reviewed at year-end, to ensure that they are consistent with the economic benefit of the property, plant and equipment items.

~~(h)~~(f)

Intangibles -

The intangible assets acquired are recorded at cost less accumulated depreciation. As indicated in note 1817 (c), the Company has recognized as an intangible asset the fair value of the future benefit related to the ~~contractual rights to the purchase~~acquisition of electrical energy at a fixed price. The related cost is amortized based on the life of the contract (9 years).

~~(i)~~(g)

Impairment of non-financial assets -

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The revised valuation cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statements of income.

~~A previously recognized~~ The impairment loss isfor goodwill and indefinite life intangible assets will not be reversed ~~only if there has been a change~~for an increase in ~~the estimates used to determine the asset’s~~their recoverable ~~amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable~~ amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the asset is carried at a revaluated amount, in which case the reversal is treated as a revaluation increase.

~~(j)~~(h)

~~Borrowings -~~Financial liabilities –

Initial recognition and measurement

The financial liabilities include trade accounts payables, trade accounts payable to affiliates and other accounts payable. The Company determines the classification of its financial liabilities at initial recognition. All ~~loans and borrowings~~financial liabilities are recognized initially ~~recognized~~ at ~~the~~ fair value, ~~of the cash received less~~plus directly attributable transaction costs. ~~After initial recognition, interest bearing loans~~

Amortized cost is calculated by taking into account any discount or premium on acquisition and ~~borrowings~~fees or costs that are ~~subsequently measured at amortized cost using~~an integral part of the effective interest ~~method.~~

rate. The amortization under this methodology is included in finance cost in the statement of income.

Derecognition of financial liabilities:

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income.

~~F-132~~F-112

Notes to the Financial Statements (continued)

~~(k)~~(i)

Offsetting of financial instruments –

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

(j)

Provisions -

General

A provision is recognized only when the Company has a present obligation (legal or constructive) 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 fairly estimated. Provisions are reviewed periodically and are adjusted to reflect the best estimate available of the date of the balance sheet. The expense relating to any provision is presented in the statements of income. Provisions are discounted using a current rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a financial expense.

~~Mine~~Provision for remediation and mine closure ~~costs~~

The Company records a provision for remediation and mine closure when a legally enforceable obligation ~~arises, independently of the full depletion of the reserves.~~arises. The Company estimates the present value of its future obligations for remediation and mine closure (asset retirement obligation or “ARO”) and increases the carrying amount of the related asset (asset retirement cost or “ARC”) to be retired in the future, which is included in the property, plant and equipment account in the balance sheet. Subsequently, ARC is amortized to expense during the useful life of the related assets. The recognized provision is increased in each period to reflect the interest cost considered in the initial fair-value estimate. 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 are recorded as an increase or decrease in the book value of the obligation and the related asset.

~~(l)~~(k)

Contingencies -

~~Contingent liabilities are~~A contingency liability is recorded in the financial statements when ~~occurrence~~it is probable their occurrence and they can be reasonably estimated. ~~In other cases, they are only disclosed in notes to the financial statements.~~

Contingent assets are not recognized in the financial statements; however, they are disclosed in notes to the financial statements if it is probable that such contingent assets will be realized.

~~(m)~~(l)

Revenue recognition -

Revenue comprises the fair value of the sale of goods, net of the related ~~general sales~~value added tax.

The Company recognizes revenues when the amount can be reliably measured, it is probable that future economic benefits will flow to the Company and specific criteria have been met for each of the Company’s activities as described below. The amount of revenue is not considered reliably measurable until all contingencies relating to the sale have been resolved.

Sales of copper cathodes and copper concentrate -

~~Local~~Revenue is recognized when all significant risk and rewards of ownership are transferred to the customer and title and insurance risk has passed to the customer. For local sales, ~~of copper cathodes are recognized~~this is typically when the Company has delivered the goods to the shipping company designated by the ~~client. Foreign~~customer. For foreign sales, ~~of copper cathodes and concentrates are recognized~~this is typically when the ~~products are delivered to~~goods have passed over the ~~shipping port.~~vessel´s rail at the port of loading.

~~F-133~~

~~Notes to the Financial Statements~~ ~~(continued)~~

~~Regarding revenue measurement, copper~~Copper sales are recorded based on a provisional sales price in accordance with the terms specified in the relevant sales contracts. Sales based on a provisional sales price contain an embedded derivative which is required to be bifurcated from the host contract. The embedded derivative does not qualify for hedge accounting. Therefore, the embedded derivative on these provisional sales is adjusted to the fair value through the income statement in the net sales caption. At period end, the provisional sales are adjusted based on an estimated price for the quotation period agreed in the contract. The provisional sales adjustment is recorded as an increase or decrease of the net sales.

F-113

Notes to the Financial Statements (continued)

Interest income -

Interest income is recognized as interest accrues using the effective interest rate.

~~(n)~~(m)

Tax credits for reinvestment programs - -

The tax benefit from the reinvestment programs, note ~~13(c)~~12(c), iswas recognized in the year in which investments related to the reinvestment programs ~~are~~were made. Any temporary difference between the tax benefit applied in the year and the income tax payable iswas considered as a deferred income tax.

~~(o)~~(n)

Income tax and workers’ profit sharing - -

Current income tax and workers’ profit sharing

Income tax and workers’ profit sharing for the current period are measured at the amounts expected to be paid to the tax authorities and workers, respectively. The Company calculates the income tax expense and liability, as explained in note ~~13.~~12. The current workers' profit sharing expense and liability is computed using a rate of 8 percent over the taxable income.

Deferred income tax and workers’ profit sharing

Deferred income tax and workers’ profit sharing are recorded using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax and workers’ profit sharing liabilities are recognized for all taxable temporary differences. Deferred income tax and workers’ profit sharing assets are recognized for all deductible temporary differences and tax loss carry-forwards, to the extent that is probable that taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilized. The carrying amount of the deferred income tax and workers’ profit sharing assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred asset to be utilized. Unrecognized deferred assets are reassessed at each balance sheet date.

~~F-134~~

~~Notes~~Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the ~~Financial Statements~~ ~~(continued)~~
same taxable entity and the same taxation authority.

~~(p)~~(o)

Borrowing costs -

Borrowing costs incurred for the construction of any qualifying assets are capitalized during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are recorded as expense when incurred.

~~(q)~~(p)

Basic and diluted earnings per share - -

Basic and diluted earnings per share are calculated by dividing basic earnings per share by the weighted average common shares outstanding during the period, excluding treasury shares. ~~The shares issued as a result of capitalization of profits are adjusted retrospectively.~~ As of December 31, ~~2008~~2009 and ~~2007,~~2008, the Company did not maintain financial instruments with ~~dilutive~~diluting effects; as a result, the basic and diluted earnings per share are the same for ~~2008~~2009 and ~~2007.~~2008.

~~(r)~~(q)

~~International Financial Reporting Standards (IFRS) not yet mandatory in Peru –~~New accounting pronouncements -

There are several IFRS and IFRICs which have been issued internationally and approved by the local Accounting Standards Board (CNC) to be applied in Peru effective from January 1, 2009. The standards that could affect the Company are the following:

~~IFRS~~ 7 “Financial Instruments – Disclosures,” effective internationally for periods that begin on or after January 1, 2007. The objective of this IFRS is to provide disclosures in the financial statements that enable users to evaluate the significance of financial instruments for the entity’s financial position and performance, to understand the nature and extent of the risks arising from financial instruments to which the entity is exposed and how the entity manages those risks.

~~IFRS~~ 8 “Operating Segments,” effective internationally for periods that begin on or after January 1, 2009. This IFRS replaces International Accounting Standard (IAS) - 14, ”Segment Reporting" and establishes that reporting by segments must be done in accordance with "Management’s focus", meaning using the internal reporting formats used by Management for decision-making purposes.

~~The Company does not expect the adoption of this IFRS to have a material effect on the Company’s financial statements.~~

The following standards are issued internationally as of December 31, ~~2008, could affect the Company~~2009, but they have not ~~yet~~ been approved by the ~~CNC:~~

~~IFRS~~ 1 "First-time Adoption of the International Financial Reporting Standards" and IAS 27 "Consolidated and Separate Financial Statements" (revised), effective for periods that begin on or after January 1, 2009. This change in IFRS 1 allows an entity to determine the cost of investment in subsidiaries, jointly-controlled entities, and associates in its first financial statements under the IFRS as of the date of transition to IFRS, using the cost determined in accordance with IAS 27, or considering the previous GAAP carrying amount as cost at the date of the transition to IFRS, or at the fair value in accordance with IAS 39. These changes will have no effect on the financial statements of the Company.

~~F-135~~

~~Notes to~~Peruvian Accounting Standards Board (CNC) and have not been applied by the ~~Financial Statements~~ ~~(continued)~~Company:

~~IAS~~ 23 "Borrowing Costs" (revised) applies to borrowing costs incurred on qualifying assets for which the commencement date for capitalization is on or after January 1, 2009. This standard removes the option of expensing all borrowingIFRS 2 (revised 2008) “Share-based Payments; Vesting conditions and ~~requires capitalization of the borrowing costs that are directly attributable to the acquisition, construction or production of qualified assets.~~

~~IFRS~~ 3 "Business Combinations (Revised)" IFRS 3R and IAS 27 "Consolidated and Separate Financial Statements (Revised) – IAS 27R. The revised standards were issued in January 2008 and become effective for financial years beginning on or after July 1, 2009. IFRS 3R introduces a number of changes in the accounting for business combinations occurring after this date that will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future reported results. IAS 27R required that a change in the ownership interest of a subsidiary (without loss of control) be accounted for as an equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments were made to IAS 27 Statement of Cash Flows, IAS 12 Income Taxes, IAS 21 The Effects of Changes in Foreign Exchanges Rates, IAS 28 Investment in Associates and IAS 31 Interest in Joint Ventures. The changes in IFRS 3R and IAS 27R will affect future acquisitions or loss of control and transactions with minority interest. The standards may be early adopted in Perú.

~~IAS~~ 1 "Presentation of Financial Statements (Revised)”, effective for periods that begin on or after January 1, 2009. When this standard is first applied, the disclosures must be made for all comparative periods presented. This standard requires the grouping of information in the financial statements based on common characteristics and the presentation of a comprehensive income statement. This standard allows presentation of the income and expense captions, as also comprehensive other income in a comprehensive income statement or, alternatively, presenting two separate statements (a statement of income and a comprehensive income statement). The names of some financial statements have been changed to clarify their purpose.

~~IAS~~ 32 ~~“Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation (Amendments),~~cancellation,” effective for periods that begin on or after January 1, 2009. ~~This amendment establishes a series~~

F-114

Notes to the Financial Statements (continued)

IFRS 2 (revised 2009) “Share-based Payments: Group of ~~changes with respect to the classification of certain financial instruments as equity~~transactions cash settled and share-based payment,” effective for periods that begin on or ~~liability, and increase the disclosure requirements for these instruments. In addition, it requires additional disclosures for negotiable instruments classified as equity.~~after January 1, 2010.

Revision of IAS 1, IAS 23, IAS 27, IAS 32, IAS 39 ~~"Financial instruments: Recognition~~ and ~~Measurement – Eligible Hedged Items (Amendment),,"~~IFRS1, effective for periods that begin on or after January 1, 2009.

Revision of IFRS 3 and IAS 27, effective for periods that begin on or after July 1, 2009. This amendment addresses only the designation of a one-sided risk in a hedged item, and the designation of inflation as a hedged risk or portion in particular situations. This standard clarifies that an entity may designate the changes in fair value or cash flows related to a one-sided risk as the hedged item in an effective relationship. The standard further clarifies that an inflationary element can be designated as a separable risk, if it is a contractually specified cash flow.

IFRS 9 “Financial Instruments,” which modified the classification and measurement of financial assets established on IAS 39 “Financial instruments: Recognition and Measurement,” is mandatory internationally for periods beginning on or after January 1, 2013.

IFRIC 9 “Reassessment of Embedded Derivatives” and IAS 39 “Financial Instruments: Recognition and Measurement,” effective for periods beginning on or after June 30, 2009.

IFRIC 15 “Agreements for the Construction of Real estate,” effective for periods beginning on or after January 1, 2009.

~~F-136~~

IFRIC 16 “Hedges of a net investment in a Foreign Operation,” effective for periods beginning on or after October 1, 2008.

IFRIC 17 “Distributions of non cash-assets to owners,” effective internationally for periods beginning on or after July 1, 2009.

IFRIC 18 “Transfers of Assets from Customers,” effective internationally for periods beginning on or after July 1, 2009.

“Improvements to IFRS” – Within in project scope to amend IFRS, in May 2008 and April 2009, the IAS adopted and published amendments to several international standards, covering a wide array of accounting issues. The amendments fall into two categories: 1) amendments related to disclosure, recognition and measurement that have accounting implications, and 2) amendments related to the terms and reduction of international standards which are expected to have minimal effect, if any, in the accounting issues. The amendments were aimed primary to eliminate inconsistencies, clarify the text and its adoption would result in changes to accounting policies. The amended standards are: IFRS 2, 5, 7 and 8; IAS 1, 7, 8, 10, 16, 18, 19, 20, 23, 27, 28, 31, 34, 36, 38, 39 and 40; and IFRICs 9 and 16.

Most of these changes will be applicable internationally for periods that begin on or after January 1, 2009 with the possibility of being adopted beforehand, subject to the conditions provided for each modification and the transitory provisions related to the first-time adoption of the IFRS.

~~Notes to the Financial Statements~~ ~~(continued)~~

As of this date, the Company’s management is analyzing the impact ~~that~~of those standards and interpretations that have not been yet approved by the CNC but will have on its operations ~~when~~once such standards are approved for application in Peru.

~~(s)~~

~~Financial statements as of December 31 st, 2007 - -~~

In order to make comparable the figures of 2007 with the corresponding figures of 2008, the Company reclassified in the balance sheet US$49,766,000 from the “Trade account receivable” and “Trade account receivable to affiliates” captions to the “Embedded derivative related to the price of copper” caption.

3.	Foreign currency transactions

Translations to foreign currency (Nuevos Soles) are completed using exchange rates published by the Superintendencia de Banca y Seguros y AFP. As of December 31, ~~2008,~~2009, the exchange rates published by this Institution were S/2.888 for buying and S/2.891 for selling U.S. dollars (S/3.137 for buying and S/3.142 for selling ~~U.S. dollars (S/2.995 for buying and S/2.997 for selling~~ as of December 31, ~~2007)~~2008) and have been applied to the respective assets and liabilities accounts.

As of December 31, ~~2008~~2009 the ~~Company had~~principal asset in Nuevos soles corresponds to the deposit in guarantee ~~amounting~~amounted to S/150,000,000 ~~(equivalent~~(equals to US$48,752,000 ~~as of December 31, 2008)~~to that date), see note ~~18(d)~~17(d). This deposit was replaced in April 2009 by a deposit in U.S. dollars. As of December 31, ~~2008 and 2007,~~2009, the Company ~~does~~had not ~~maintain additional~~maintained other significant assets or liabilities ~~denominated~~ in ~~Nuevos Soles.~~nuevos soles.

F-115

Notes to the Financial Statements (continued)

4.	Cash and ~~Cash~~cash equivalents

(a)

~~The cash and cash equivalents are~~This item is made up asus follows:

	2008		2007		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Cash and banks		21,571		3,013		3,536		21,571
Cash equivalents (b)		460,173		627,347		199,855		460,173
		481,744		630,360
						203,391		481,744

(b)

As of December 31, ~~2008~~2009 and ~~2007~~2008 this caption comprises a portfolio of investments in foreign money market fund ~~securities~~ (primarily ~~short term US governments obligations, T-bills, with less than 3 months maturity)~~time deposit and investments of a rating of “A” by Standard & Poor’s and Moody´s), which yield variable returns, and are classified as highly liquid current assets because they are highly liquid and since management plans to use them for its short-term cash needs. ~~The~~Because of the short maturity of these investments, less than 90 days, the carrying amount of these investments corresponds to their fair value at the date of the financial statements. Changes in the fair value of these investments are recognized as financial income in the statements of income, see note ~~17.~~16.

~~F-137~~

~~Notes to the Financial Statements~~ ~~(continued)~~

5.	Trade accounts receivable from affiliate

(a)

This item is made up as follows:

	2008		2007		2009		2008
	US$(000)		US$(000)		US$(000)		US$(000)

Freeport – McMoRan Corporation (b)		59,952		94,097		98,615		59,952
Sumitomo Metal Mining Company, Ltd. (c)		23,311		105,350		114,061		23,311
Climax Molybdenum Marketing Corporation (d)		5,780		7,066		3,886		5,780
		89,043		206,513		216,562		89,043

Trade accounts receivable are denominated in U.S. dollars, have current maturity, do not bear interest and have no specific guarantees. Sale to affiliate is at market prices.

(b)

On October 15,th, 2006, the Company signed a long-term contract with Phelps Dodge Corporation (now ~~Freeport-McMoRan~~Freeport - McMoRan Corporation) through which it committed itself to sell 20% of the production of copper concentrate. ~~The contract has a one-year term and is renewable until one of the parties notifies the decision to terminate it.~~ In the year ~~2008,~~2009, the sales of concentrate copper to Freeport - McMoRan Corporation amounted to US$522,089,000 (US$554,262,000 ~~(US$324,714,000~~ in ~~2007)~~2008).

Additionally, during ~~2008,~~2009, the Company sold copper cathodes to Freeport –- McMoRan Corporation ~~amounting to~~by US$4,757,000 (US$17,119,000 ~~(US$536,816,000~~ in ~~2007)~~2008).

The sales were made based on to the availability of the copper ~~cathodes and~~cathodes; the conditions were agreed ~~upon for~~based on market conditions at each ~~shipment. The sales from related parties are made at normal market prices.~~shipment date (spot sales).

(c)

On June 1, 2005, the Company signed ana long-term agreement with Sumitomo Metal Mining Company Ltd., by means of which it ~~committed~~commits to sell 50% of its annual copper concentrate production, ~~at the market price prevailing at the date of the delivery,~~ until December 31, 2016. As of December 31, ~~2008,~~2009, the sales to Sumitomo Metal Mining Company Ltd. amounted to US$ 612,775,000 (US$520,866,000 ~~(US$600,673,000~~ in ~~2007)~~2008).

F-116

Notes to the Financial Statements (continued)

(d)

On October 1, 2006, the Company signed ana long-term agreement with Climax Molybdenum Marketing Corporation ~~(a subsidiary of Freeport McMoRan Corporation)~~ by means of which it committed to sell 100% of its annual molybdenum concentrate, at a price based on the ~~market price prevailing at the date of the delivery.~~Metal Week Dealer Oxide (MLUDO) and under a delivery type known as CIF (cost, insurance and freight). This contract is valid for one year, and is renewable until one of the parties expresses its desire to terminate it. In ~~2008~~2009 the sales to Climax Molybdenum Corporation amounted to US$15,319,000 (US$55,384,000 ~~(US$22,142,000~~ in ~~2007)~~2008).

On January 27 2009, the Company announced that due to the current market conditions, molybdenum production will be curtailed beginning in the second quarter of 2009. As a consequence of the improvement in international molybdenum price, the Company decided to restart the molybdenum production in September 2009.

(e)

~~In 2007, the Company sold copper concentrate to its affiliate, Compañía Contractual Minera Candelaria, for US$53,390,000.~~An account receivable is considered impaired when it had been classified as uncollectible. As of December 31, ~~2008~~2009 and ~~2007,~~2008, the Company ~~did~~does not ~~maintain trade accounts receivable with this affiliate.~~have any uncollectible receivables and its major customers have prestige in the international market and appear to be financially stable at period end.

~~F-138~~

~~Notes to the Financial Statements~~ ~~(continued)~~

6.	Inventories, net

(a)

This item is made up as follows:

	2008			2007			2009			2008
	US$(000)			US$(000)			US$(000)			US$(000)

Copper cathodes		5,532			1,846			3,767			5,532
Copper concentrate		5,085			12,428			1,281			5,085
Molybdenum concentrate		887			76			808			887
Inventory in process		98,938			64,587			118,274			98,938
Materials and supplies		135,668			47,672			124,683			135,668
Inventories in transit		5,337			9,653			996			5,337
		251,447			136,262			249,809			251,447
Provision for obsolescence of materials and supplies (b)		(2,269	)		(2,340	)		(2,255	)		(2,269	)
		249,178			133,922			247,554			249,178
Long-term inventory in process (c)		(73,346	)		(40,187	)		(91,235	)		(73,346	)
		175,832			93,735			156,319			175,832

(b)

In Management’s opinion, the provision for obsolescence of materials and supplies is sufficient to cover the risks of obsolescence as of the date of financial statements.

(c)

This item corresponds principally to low grade sulfide material mined placed onin the stockpiles and ready to be processed in the concentrator. According to the Company’s operational plans, this mineral will be used in concentrate production. Additionally, it includes the copper pounds contained in leach pads, for which recovery is achieved through its exposure to acidic solutions and subsequent transfer to the electrowinning plant to produce copper cathodes. The expected recovery of copper pounds contained in ~~leachpad~~leach stockpiles is estimated based upon metallurgical assays performed on the material.

~~F-139~~F-117

Notes to the Financial Statements ~~(continue)~~(continued)

7.	Property, plant and equipment, net

(a)

The ~~table below presents the movement~~changes in cost and accumulated depreciation ~~during year 2008:~~accounts as of December 31, 2009, are shown below:

	Opening balance		Additions		Adjustments			Transfers			Closing balance
	US$(000)		US$(000)		US$(000)			US$(000)			US$(000)		Beginning balance		Additions		Adjustments			Transfers			Ending balance
													US$(000)		US$(000)		US$(000)			US$(000)			US$(000)

Cost
Land		1,465		-		-			32			1,497		1,497		-		-			-			1,497
Buildings and other constructions		77,495		-		(9	)		8,001			85,487		85,487		-		-			14,628			100,115
Machinery and equipment		1,151,112		-		(35	)		54,772			1,205,849		1,205,849		-		(1,235	)		135,730			1,340,344
Transportation units		6,566		-		-			2,087			8,653		8,653		-		(453	)		215			8,415
Furniture and fixtures		692		-		-			94			786		786		-		-			-			786
Other equipment		7,143		-		(42	)		2,365			9,466		9,466		-		(541	)		836			9,761
Work in progress and transit units		43,903		133,658		(965	)		(67,351	)		109,245		109,245		91,067		-			(151,409	)		48,903
Mine closure costs		12,468		121		-			-			12,589
Remediation and mine closure costs														12,589		492		-			-			13,081
		1,300,844		133,779		(1,051	)		-			1,433,572		1,433,572		91,559		(2,229	)		-			1,522,902

Accumulated depreciation
Buildings and other constructions		17,229		3,332		(13	)		-			20,548		20,548		2,759		-			-			23,307
Machinery and equipment		256,504		73,752		(50	)		-			330,206		330,206		73,231		(1,256	)		-			402,181
Transportation units		5,517		456		-			-			5,973		5,973		672		(432	)		-			6,213
Furniture and fixtures		243		99		-			-			342		342		95		-			-			437
Other equipment		4,956		884		(11	)		-			5,829		5,829		877		(505	)		-			6,201
Mine closure costs		1,663		512		-			-			2,175
Remediation and mine closure costs														2,175		337		-			-			2,512
		286,112		79,035		(74	)		-			365,073		365,073		77,971		(2,193	)		-			440,851
Net cost		1,014,732										1,068,499		1,068,499										1,082,051

	For the fiscal year ended December 31, 2009
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

	OR
¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

Title of each class		Name of each exchange on which registered
Common shares, nominal (par) value of ten Peruvian Nuevos Soles per share		~~New York Stock Exchange Inc.٭~~ ~~Lima Stock Exchange~~

American Depositary Shares (ADSs) representing one Common share each		New York Stock Exchange Inc.٭ Lima Stock Exchange New York Stock Exchange Inc.

			Page

INTRODUCTION			13

ITEM 1.	Identity of Directors, Senior Management and Advisers	3

ITEM 2.	Offer Statistics and Expected Timetable	3

ITEM 3.	Key Information	3

ITEM 4.	Information on the Company	2423

ITEM 4A.	Unresolved Staff Comments	~~100~~95

ITEM 5.	Operating and Financial Review and Prospects	~~101~~95

ITEM 6.	Directors, Senior Management and Employees	~~149~~146

ITEM 7.	Major Shareholders and Related Party Transactions	~~156~~153

ITEM 8.	Financial Information	~~158~~154

ITEM 9.	The Offer and Listing	~~161~~157

ITEM 10.	Additional Information	~~164~~160

ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk	~~175~~170

ITEM 12.	Description of Securities Other Than Equity Securities	~~176~~172

PART II
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	~~176~~173

ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	~~176~~173

ITEM 15.	Controls and Procedures	~~177~~173

ITEM 16A.	Audit Committee Financial Expert	~~178~~175

ITEM 16B.	Code of Ethics	~~179~~175

ITEM 16C.	Principal Accountant Fees and Services	~~179~~176

ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	~~180~~176

ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	~~180~~176

ITEM 16F.	Change in Registrant’s Certifying Accountant	~~180~~176

ITEM 16G.	Corporate Governance	~~180~~177

	As of and for the year ended December 31,
	2004(2)			2005(2)			2006			2007			2008
	(In thousands of US$)(1)
Income statement data:
Peruvian GAAP
Net sales of goods and services		266,405			283,387			548,072			747,021			766,603
Revenue associated with performance on executory gold delivery contracts		20,187			28,064			50,325			5,393			-
Royalty income		37,797			46,094			48,475			34,014			48,760
Total income		324,389			357,545			646,872			786,428			815,363

Operating costs:
Cost of sales, without considering depreciation and amortization		(99,911	)		(103,881	)		(149,309	)		(182,007	)		(251,804	)
Exploration in units in operation		(36,668	)		(40,506	)		(38,264	)		(37,828	)		(57,003	)
Depreciation and amortization		(22,426	)		(34,300	)		(38,844	)		(49,550	)		(62,993	)
Total operating costs		(159,005	)		(178,687	)		(226,417	)		(269,385	)		(371,800	)
Gross income		165,384			178,858			420,455			517,043			443,563

Operating expenses:
General and administrative expenses		(22,833	)		(34,350	)		(36,639	)		(59,205	)		(34,907	)
Exploration in non-operational areas		(25,877	)		(27,812	)		(36,190	)		(46,407	)		(55,231	)
Royalties		(9,254	)		(12,209	)		(24,420	)		(33,978	)		(35,694	)
Provision for impairment of long lived assets		-			-			-			-			(18,610	)
Selling expenses		(5,231	)		(4,800	)		(5,928	)		(10,818	)		(15,386	)
Total operating expenses		(63,195	)		(79,171	)		(103,177	)		(150,408	)		(159,828	)
Operating income before unusual item		102,189			99,687			317,278			366,635			283,735
Net loss from release of commitments in commercial contracts		-			-			-			(185,922	)		(415,135	)
Operating income (loss) after unusual item		102,189			99,687			317,278			180,713			(131,400	)

Other income (expenses), net:
Share in affiliated companies, net		177,423			263,994			313,168			249,555			340,929
Interest income		3,558			3,523			7,949			11,772			17,851
Gain (loss) on currency exchange difference		(3,706	)		448			(308	)		5,190			(12,198	)
Gain (loss) on change in the fair value of gold certificates		-			-			(4,861	)		5,126			-
Loss from change in the fair value of derivative financial instruments		(17,360	)		(26,588	)		(13,268	)		-			-
Interest expense		(4,273	)		(4,060	)		(5,948	)		(8,614	)		(33,934	)
Loss from exposure to inflation		(2,888	)		-			-			-			-
Other, net		(4,811	)		(3,227	)		(19,502	)		(8,686	)		(9,290	)
Total other income, net		147,943			234,090			277,230			254,343			303,358
Income before workers’ profit sharing, income tax and minority interest		250,132			333,777			594,508			435,056			171,958
Provision for workers’ profit sharing, net		(5,383	)		(2,593	)		(14,271	)		(19,931	)		4,725
Provision for income tax, net		(29,911	)		(22,816	)		(64,033	)		(43,975	)		26,645
Net income		214,838			308,368			516,204			371,150			203,328
Net income attributable to minority interest		(8,261	)		(19,971	)		(88,147	)		(96,389	)		(50,045	)
Net income attributable to Buenaventura		206,577			288,397			428,057			274,761			153,283

Basic and diluted earnings per share(3) (4)		0.81			1.13			1.68			1.08			0.60
Basic and diluted earnings per ADS(3)(4)		0.81			1.13			1.68			1.08			0.60
Dividends per share		0.16			0.18			0.24			0.28			0.20

Average number of shares outstanding		254,459,688			254,459,688			254,442,328			254,442,328			254,442,328

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
	OF THE SECURITIES EXCHANGE ACT OF 1934

	OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

Common shares nominal (par) value of S/.10.00 per share			274,889,924	*
Investment shares nominal (par) value of S/.10.00 per share			744,640

PART III
ITEM 17.	Financial Statements	~~180~~177

ITEM 18.	Financial Statements	~~181~~177

ITEM 19.	Exhibits	~~182~~178

	As of and for the year ended December 31,
	2004			2005			2006			2007			2008
	(In thousands of US$)(1)

Income statement data:
U.S. GAAP

Revenues		1,249,882			1,490,402			1,543,212			1,093,347			1,612,618

Costs and expenses:
Costs applicable to sales		(450,825	)		(507,806	)		(468,027	)		(506,261	)		(659,867	)
Depreciation, depletion and amortization		(179,441	)		(193,587	)		(171,730	)		(159,148	)		(169,131	)
Exploration costs		(35,236	)		(32,884	)		(32,254	)		(28,234	)		(28,151	)
General and administrative costs		(4,986	)		(5,453	)		(5,589	)		(2,928	)		(3,168	)
Other expenses		(6,135	)		6,669			(108,646	)		(80,941	)		(83,424	)
Total operating expenses		(676,623	)		(733,061	)		(786,246	)		(777,512	)		(943,741	)
Operating income		573,259			757,341			756,966			315,835			668,877
Interest expense and other		(1,392	)		3,540			6,825			12,698			3,642
Pre-tax income		571,867			760,881			763,791			328,533			672,519
Income tax provision		(181,563	)		(235,407	)		(238,343	)		(107,044	)		(196,057	)
Net income before cumulative effect of change in accounting principles		390,304			525,474			525,448			221,489			476,462
Cumulative effect of change in accounting principle, net		-			-			-			-			-
Net income and comprehensive income		390,304			525,474			525,448			221,489			476,462

Peruvian GAAP
Revenues(2)		1,266,550			1,527,609			1,636,009			1,148,546			1,641,301
Operating income		605,019			675,293			886,373			379,541			709,234
Net income		427,975			535,476			567,659			244,192			463,814

Balance sheet data:
U.S. GAAP
Total assets		1,207,748			1,549,583			1,824,853			1,895,884			1,891,963
Total debt		37,316			3,160			200,000			218,111			205,618
Partners’ equity		811,174			1,156,648			1,196,409			1,326,325			1,212,787
Peruvian GAAP
Total assets		1,091,571			1,473,255			1,823,480			1,925,125			1,911,583
Total debt		36,553			2,850			200,000			218,111			205,618
Partners’ equity		735,203			1,090,679			1,200,562			1,353,180			1,226,994

Operating data (unaudited):
Gold produced (oz.)		3,017,303			3,333,088			2,612,199			1,563,669			1,810,338
Gold proven and probable reserves (thousands of oz.)		32,257			32,620			29,327			27,594			24,850

Year	High(2)		Low(2)		Average(3)		Period end(4)

2004		3.499		3.277		3.413		3.277
2005		3.427		3.253		3.303		3.427
2006		3.355		3.194		3.264		3.194
2007		3.201		2.967		3.123		2.995
2008		3.141		2.690		2.922		3.139

	High(5)		Low(5)		Average(6)		Period end(7)
2008
December		3.140		3.075		3.113		3.139

2009
January		3.174		3.130		3.1504		3.174
February		3.251		3.193		3.235		3.248
March		3.258		3.107		3.173		3.159
April		3.146		2.989		3.083		2.989
May		3.038		2.954		2.992		2.992

																								TOTAL PRODUCTION													TOTAL EQUITY PRODUCTION
	TOTAL PRODUCTION										BUENAVENTURA’S EQUITY SHARE OF PRODUCTION
UNIT	Silver Oz		Gold Oz		Lead DST		Zinc DST		Copper DST		BVN SHARE (%)		Silver Oz		Gold Oz		Lead DST		Zinc DST		Copper DST			BVN% PARTI CIPAT ION			Silver Oz		Gold Oz		Lead DST		Zinc DST		Copper DST		Silver Oz		Gold Oz		Lead DST		Zinc DST		Cooper DST
	(in thousands)										(in thousands, except percentages)
Orcopampa		111		285		-		-		-		100.00		111		285		-		-		-			100	%		91,525		315,277		-		-		-		91,525		315,277		0		0		0
Poracota		25		46		-		-		-		100.00		25		46		-		-		-			100	%		30,395		51,516		-		-		-		30,395		51,516		0		0		0
Uchucchacua		11,417		-		12		12		-		100.00		11,417		-		12		12		-			100	%		10,555,566		-		9,423		9,049		-		10,555,566		0		9,423		9,049		0
Julcani		1,594		-		2		-		-		100.00		1,594		-		2		-		-			100	%		1,819,375		799		1,744		-		0		1,819,375		799		1,744		0		0
Recuperada		637		-		2		3		-		100.00		637		-		2		3		-			100	%		370,500		-		1,505		1,800		-		370,500		0		1,505		1,800		0
Antapite		80		43		-		-		-		100.00		80		43		-		-		-			100	%		50,100		31,004		-		-		-		50,100		31,004		0		0		0
Ishihuinca		-		8		-		-		-		100.00		-		8		-		-		-			100	%		-		638		-		-		9		0		638		0		0		0
Shila-Paula		101		39		-		-		-		100.00		101		39		-		-		-			100	%		85,994		24,072		-		-		-		85,994		24,072		0		0		0
Colquijirca and Marcapunta		4,642		4		28		90		8		35.78		1,661		1		10		32		3
El Brocal																									45.97	%		3,820,736		3,209		22,195		74,615		9,131		1,756,392		1,475		10,203		34,300		4,198
Yanacocha		3,539		1,810		-		-		-		43.65		1,545		790		-		-		-			43.65	%		4,367,258		2,058,181		-		-		-		1,906,308		898,396		0		0		0
Cerro Verde		1,717		-		-		-		347		19.05		327		-		-		-		66			19.26	%		1,547,905		-		-		-		330,810		298,127		0		0		0		63,714
TOTAL		23,862		2,236		44		106		356				17,497		1,213		27		48		69

TOTAL CONTENT																							TOTAL CONTENT					22,739,354		2,484,696		34,867		85,464		339,950		16,964,282		1,323,177		22,875		45,149		67,912

	Year Ended December 31,
	2007(a)		2008(a)		2009(a)
			(in thousands)
Julcani	US$	1,089	US$	1,150	US$	765
Uchucchacua(b)		5,458		15,187		7,157
Orcopampa(c)		12,977		14,744		8,163
Recuperada		1,563		2,525		1,172
Ishihuinca		142		97		9
Shila-Paula		442		1,661		1,134
Colquijirca and Marcapunta(d)		6,346		8,391		72,389
Antapite		7,527		652		49
Conenhua		3,846		1,776		1,283
Total	US$	39,390	US$	46,183	US$	92,121

(a)	Amounts do not include the following expenditures for mining concessions: US$21,987 in 2009, US$9,967 in 2008 and US$23,906 in 2007.
(b)	For 2008, includes US$7.5 million for the construction of the Orcopampa old tailings treatment plant.

	Year Ended December 31, (1)						Year Ended December 31, (1)
	2006		2007		2008		2007		2008		2009
Gold (oz.)(2)		405,383		403,955		425,257		403,955		425,257		426,465
Silver (oz.)		22,179,552		19,403,507		18,606,478		19,403,507		18,606,478		16,824,190
Zinc (ST)(3)		80,686		108,110		105,755		108,110		105,755		85,464
Lead (ST)		44,436		48,521		44,299		48,521		44,299		34,867
Copper (ST)		141		1,578		8,453		1,578		8,453		9,140

Exploration Projects(1)(2)	Company’s Effective Participation			Principal Partners	Property Hectares		Observed Mineralization	Total Exploration Expenditures During 2007				Total Exploration Expenditures During 2008				Total Exploration Expenditures During 2009
	at April 30, 2010							Total		BVN’S		Total		BVN’S		Total		BVN’S
								(US$ in millions)				(US$ in millions)				(US$ in millions)
Joint Venture Projects:

Ccalla Arma		60.00	%	Sumitomo		19,200	Gold & copper		0.00		0.00		0.34		0.20		0.46		0.28
Chucapaca		49.00	%	Gold Fields		12,700	Gold & copper		0.00		0.00		1.86		1.86		7.01		0.74
Hualgayoc		50.00	%	Gold Fields		12,698	Silver, zinc & lead		1.41		0.70		1.15		0.57		1.01		0.51
La Zanja		53.06	%	Newmont		32,070	Gold & copper		1.90		1.01		8.45		4.48		1.29		0.68
Tantahuatay		40.00	%	SCC, Espro		17,722	Gold & copper		5.99		3.34		4.62		2.57		3.59		2.01

Company’s Projects:

Argentina		100.00	%	None		32,960	Gold & silver		1.23		1.23		2.24		2.24		0.85		0.85
Breapampa		100.00	%	None		90,000	Gold & silver		5.01		5.01		3.25		3.25		3.24		3.24
El Faique		100.00	%	None		35,541	Copper, zinc & gold		0.75		0.75		0.42		0.42		0.39		0.39
El Milagro(3)		100.00	%	Castrovirreyna		900	Zinc, silver, lead		6.75		6.75		3.04		3.04		0.18		0.18
Huancavelica		100.00	%	None		0	Lead, silver & zinc		0.11		0.11		0.00		0.00		0.00		0.00
Huañacancha		0.00	%	None		0	Copper & gold		0.14		0.14		0.86		0.86		0.03		0.03
Los Pircos(4)		0.00	%	Troy		0	Gold & silver		1.05		1.05		0.30		0.30		0.12		0.12
Terciopelo		100.00	%	None		10,315	Gold & copper		0.00		0.00		0.00		0.00		0.58		0.58
Trapiche		100.00	%	None		26,414	Copper & molybdenum		3.00		3.00		2.87		2.87		3.16		3.16
Others(5)		100.00	%	None		145,013	Gold and polymetallic		1.46		1.46		3.34		3.34		3.44		3.44
						495,067			31.31		27.06		33.86		27.12		25.38		16.24

Exploration Projects(1)(2)	Company’s Effective Participation			Principal Partners	Property Hectares		Observed Mineralization	Total Exploration Expenditures During 2006				Total Exploration Expenditures During 2007				Total Exploration Expenditures During 2008
	at April 30, 2009							Total		BVN’S		Total		BVN’S		Total		BVN’S

								(US$ in millions)				(US$ in millions)				(US$ in millions)
Joint Venture Projects:

Breapampa		0.00	%	Newmont		90,000	Gold & silver		0.00		0.00		5.01		5.01		3.25		3.25
Ccalla Arma		60.00	%	Sumitomo		19,200	Gold & copper		0.00		0.00		0.00		0.00		0.34		0.20
Chucapaca		100.00	%	Gold Fields		12,400	Gold & copper		0.00		0.00		0.00		0.00		1.86		1.86
Hualgayoc		50.00	%	Gold Fields		12,698	Silver, zinc & lead		0.88		0.17		1.41		0.70		1.15		0.57
La Zanja		53.06	%	Newmont		32,070	Gold & copper		3.65		1.94		1.90		1.01		8.45		4.48
Minasnioc(3)		0.00	%	ABX		0	Gold & silver		0.43		0.43		0.06		0.06		0.00		0.00
Hueso Sur(3)		0.00	%	ABX		0	Gold & silver		0.36		0.36		0.36		0.36		0.00		0.00
Puquio		0.00	%	Gold Fields		0	Gold & silver		0.11		0.11		0.00		0.00		0.00		0.00
Santa Marina		0.00	%	Rio Narcea		0	Gold & copper		0.10		0.10		0.30		0.30		0.00		0.00
Tantahuatay		40.00	%	SCC, Espro		17,722	Gold & copper		3.96		2.21		5.99		3.34		4.62		2.57

Company’s Projects:

Argentina		100.00	%	None		68,009	Gold & silver		0.00		0.00		1.23		1.23		2.24		2.24
Altiplano Peru		0.00	%	None		0	Gold & silver		0.07		0.07		0.08		0.08		0.07		0.07
Cordillera Oriental		100.00	%	None		4,200	Gold & silver		0.18		0.18		0.01		0.01		0.00		0.00
El Faique		100.00	%	None		51,541	Copper, zinc & gold		0.75		0.75		0.75		0.75		0.42		0.42
El Milagro		100.00	%	None		11,900	Zinc, silver, lead		2.06		2.06		6.75		6.75		3.04		3.04
Huancavelica		100.00	%	None		0	Lead, silver & zinc		0.64		0.64		0.11		0.11		0.00		0.00
Huañacancha		0.00	%	None		0	Copper & gold		0.00		0.00		0.14		0.14		0.86		0.86
Llillinta		0.00	%	None		0	Gold & silver		0.00		0.00		0.83		0.83		0.03		0.03
Los Pircos(4)		100.00	%	Troy		0	Gold & silver		3.48		3.48		1.05		1.05		0.30		0.30
Luishaja		0.00	%	None		3,900	Silver, lead, zinc		0.00		0.00		0.00		0.00		0.31		0.31
Pampa Andino(4)		0.00	%	Troy		0	Gold & silver		0.99		0.99		0.48		0.48		0.27		0.27
Tinyaclla(5)		0.00	%	Milpo		0	Copper, zinc, gold		4.47		4.47		0.11		0.11		0.01		0.01
Titiminas		0.00	%	None		0	Zinc, silver, lead		0.00		0.00		0.28		0.28		0.47		0.47
Trapiche		100.00	%	None		26,414	Copper & molybdenum		1.92		1.92		3.00		3.00		2.87		2.87
Oyotun		0.00	%	None		0	Zinc, copper & silver		0.03		0.03		0.00		0.00		0.00		0.00
Others(6)		100.00	%	None		145,013	Gold and polymetallic		0.65		0.65		1.46		1.46		3.34		3.34
						495,067			24.73		20.56		31.31		27.06		33.86		27.12

Exploration Projects	Company’s Effective Participation			Principal Partners	Property Hectares		Observed Mineralization	Total Exploration Expenditures During 2006				Total Exploration Expenditures During 2007				Total Exploration Expenditures During 2008				Company’s Effective Participation			Principal Partners	Property Hectares		Observed Mineralization	Total Exploration Expenditures During 2007				Total Exploration Expenditures During 2008				Total Exploration Expenditures During 2009
	at April 30, 2009							Total		BVN’S		Total		BVN’S		Total		BVN’S		at April 30, 2010							Total		BVN’S		Total		BVN’S		Total		BVN’S
																											(US$ in millions)				(US$ in millions)				(US$ in millions)
								(US$ in millions)				(US$ in millions)				(US$ in millions)
Brownfield Projects:
Pozo Rico		100.00	%	None		3,377	Silver, lead & zinc		2.86		2.86		0.89		0.89		-
Anamaray		100.00	%	None		6,952	Zinc, lead & silver		0.34		0.34		0.96		0.96		1.01		1.01
Mallay		100.00	%	None		2,250	Silver, lead & zinc		1.92		1.92		4.69		4.69		8.52		8.52
Pozo Rico(1)																					100.00	%	None		3,377	Silver, lead & zinc		0.89		0.89		-		-		-		-
Anamaray(2)																					100.00	%	None		6,952	Zinc, lead & silver		0.96		0.96		1.01		1.01		1.00		1.00
Mallay(3)																					100.00	%	None		2,250	Silver, lead & zinc		4.69		4.69		8.52		8.52		6.12		6.12
Julcani(4)		100.00	%	None		1,800	Silver		0.20		0.20		0.40		0.40		2.01		2.01		100.00	%	None		1,800	Silver		0.40		0.40		2.01		2.01		2.47		2.47
Antapite(2)		100.00	%	None		22,075	Gold & silver		2.40		2.40		1.27		1.27		2.75		2.75
Poracota(1)		100.00	%	None		6,674	Gold		7.87		7.87		11.60		11.60		1.10		1.10
Antapite(5)																					100.00	%	None		22,075	Gold & silver		1.27		1.27		2.75		2.75		1.61		1.61
Poracota(6)																					100.00	%	None		6,674	Gold		11.60		11.60		1.10		1.10		1.24		1.24
Soras		100.00	%	None		22,523	Gold, silver & copper		0.77		0.77		0.86		0.86		0.24		0.24		100.00	%	None		22,523	Gold, silver & copper		0.86		0.86		0.24		0.24		-		-
Layo		100.00	%	None		737	Gold, silver & copper		5.17		5.17		1.62		1.62		0.33		0.33		100.00	%	None		737	Gold, silver & copper		1.62		1.62		0.33		0.33		-		-
Orcopampa(3)		100.00	%	None		12,000	Gold & silver		0.23		0.23		0.34		0.34		0.96		0.96
Orcopampa(7)																					100.00	%	None		12,000	Gold & silver		0.34		0.34		0.96		0.96		0.97		0.97
Shila-Paula		100.00	%	None		41,152	Gold & silver		1.72		1.72		0.86		0.86		1.77		1.77		100.00	%	None		41,152	Gold & silver		0.86		0.86		1.77		1.77		0.58		0.58
						119,540			23.48		23.48		23.49		23.49		18.69		18.69						119,540			23.49		23.49		18.69		18.69		13.99		13.99

	Year ended December 31(1)						Year ended December 31(1)
Product	2006		2007		2008		2007		2008		2009
	(In thousands of US$)						(In thousands of US$)
Gold		147,420		286,841		361,689		286,841		361,689		414,324
Silver		228,987		223,760		235,554		223,760		235,554		235,971
Lead		48,268		114,650		70,353		114,650		70,353		58,204
Zinc		202,735		242,896		148,353		242,896		148,353		112,807
Copper		692		4,431		44,801		4,431		44,801		43,304

	Percentage of Concentrates and Gold Bullion Sales									Percentage of Concentrates and Gold Bullion Sales
	2006			2007			2008			2007			2008			2009
Export Sales:
Johnson Matthey Limited		1.99	%		21.52	%		11.68	%		21.52	%		11.68	%		44.91	%
Glencore International AG		11.58			4.78			0.91			4.78			0.91			1.96
Trafigura Beheer BV		–			3.65			0.95			3.65			0.95			-
N.V. Umicore SA		3.09			2.84			0.04			2.84			0.04			1.82
Transamine Trading SA		2.33			0.91			0.94			0.91			0.94			0.51
J.P. Morgan Chase Bank		3.97			5.12			15.15			5.12			15.15			2.09
Macquarie Bank Limited		4.47			–			–			–			–			0.75
Mitsui & Co. Precious Metals Inc.		11.38			5.08			2.48			5.08			2.48			-
J Aron & Company		5.23			3.41			8.83			3.41			8.83			-
BHL Resources Limited INC		1.82			–			–			–			–			1.19
Lois Dreyfus Commodities Metal Suisse SA		–			0.92			2.09			0.92			2.09			0.34
Nyrstar Belgium SA/NV		–			0.64			–			0.64			–			-
Euromin SA		–			0.87			0.52			0.87			0.52			-
Met-Mex Peñoles SA de CV		–			1.42			0.74			1.42			0.74			-
Barclays Bank PLC		–			1.39			5.86			1.39			5.86			-
Traxxys North America LLC		–			–			1.27			–			1.27			-
Korea Zinc Company Ltd.		–			–			1.02			–			1.02			0.07
Mintrade Ltd.		–			–			0.29			–			0.29			-
Total Export Sales		45.86	%		52.55	%		52.77	%		52.55	%		52.77	%		53.64	%

Domestic Sales:
Doe Run Perú SRL		14.15			13.44			15.00			13.44			15.00			1.90
Consorcio Minero SA		17.13			10.11			12.37			10.11			12.37			14.56
BHL Peru SAC		14.29			6.89			0.26			6.89			0.26			-
Votorantim Metais – Cajamarquilla SA		5.10			4.79			3.24			4.79			3.24			4.40
Sudamericana Trading SRL		0.98			1.95			2.54			1.95			2.54			1.31
Ays SA		2.49			9.06			10.00			9.06			10.00			16.46
MK Metal Trading Perú SAC		–			1.21			3.82			1.21			3.82			-
Louis Dreyfus Peru SAC											-			-			6.48
Traxxys Peru SAC											1.21			3.82			0.75
Total Domestic Sales		54.14	%		47.45	%		47.23	%		47.45	%		47.23	%		46.36	%
Total Sales		100	%		100	%		100	%		100	%		100	%		100	%

	Wet metric tons		Wet metric tons		Wet metric tons
Concentrate	2010		2011		2012
Recuperada’s Silver-Lead		3,500		-		-
Recuperada’s Zinc		3,000		-		-
Uchucchacua’s Silver-Lead		29,000		27,500		17,500
Uchucchacua’s Zinc		40,600		-		-
Poracota’s Gold-Silver		16,600		-		-
Julcani’s Silver-Lead		3,000		1,500		-

			~~Wet metric~~	~~Delivery period~~
~~Buyer~~	~~Concentrate~~	~~Dated~~	~~Tons~~	~~From~~	To
~~AYS S.A.~~	~~Recuperada's Silver-Lead~~	~~February 2008~~	~~4,000~~	~~February 2008~~	~~December 2008~~
~~AYS S.A.~~	~~Recuperada's Silver-Lead~~	~~April 2009~~	~~1,350~~	~~April 2009~~	~~December 2009~~
~~AYS S.A.~~	~~Recuperada's Zinc~~	~~February 2008~~	~~6,000~~	~~February 2008~~	~~December 2008~~
~~AYS S.A.~~	~~Recuperada's Zinc~~	~~March 2009~~	~~3,000~~	~~March 2009~~	~~December 2009~~
~~AYS S.A.~~	~~Uchucchacua's Silver-Lead~~	~~January 2007~~	~~42,000~~	~~January 2007~~	~~December 2009~~
~~AYS S.A.~~	~~Uchucchacua's Zinc~~	~~February 2008~~	~~15,000~~	~~February 2008~~	~~December 2010~~
~~AYS S.A.~~	~~Uchucchacua's Zinc~~	~~February 2009~~	~~10,000~~	~~February 2009~~	~~December 2010~~
~~Brocal~~	~~Poracota's Gold-Silver~~	~~March 2009~~	~~10,000~~	~~March 2009~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Caraveli's Copper-Gold~~	~~January 2008~~	~~800~~	~~January 2008~~	~~December 2008~~
~~Consorcio Minero S.A.~~	~~Julcani's Silver-Lead~~	~~February 2008~~	~~3,000~~	~~February 2008~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Poracota's Gold-Silver~~	~~March 2009~~	~~7,000~~	~~March 2009~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Uchucchacua's Lead-M~~	~~August 2008~~	~~1,600~~	~~August 2008~~	~~November 2008~~
~~Consorcio Minero S.A.~~	~~Uchucchacua's Silver-Lead~~	~~February 2008~~	~~10,000~~	~~February 2008~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Uchucchacua's Zinc~~	~~January 2008~~	~~30,000~~	~~January 2008~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Uchucchacua's Zinc~~	~~April 2008~~	~~15,000~~	~~April 2008~~	~~December 2009~~
~~Consorcio Minero S.A.~~	~~Uchucchacua's Zinc~~	~~November 2008~~	~~13,000~~	~~November 2008~~	~~December 2009~~
~~Doe Run S.R.L~~	~~Julcani's Silver-Lead~~	~~February 2008~~	~~5,000~~	~~February 2008~~	~~December 2009~~
~~Doe Run S.R.L~~	~~Uchucchacua's Silver-Lead~~	~~January 2008~~	~~36,000~~	~~January 2008~~	~~December 2009~~
~~MK Metal Trading AG~~	~~Poracota's Gold-Silver~~	~~January 2008~~	~~15,500~~	~~January 2008~~	~~December 2008~~
~~MK Metal Trading AG~~	~~Poracota's Gold-Silver~~	~~April 2009~~	~~12,000~~	~~April 2009~~	~~December 2009~~
~~MRI Trading AG~~	~~Poracota's Gold-Silver~~	~~April 2009~~	~~2,900~~	~~April 2009~~	~~December 2009~~
~~Transamine Trading S.A.~~	~~Poracota's Gold-Silver~~	~~May 2008~~	~~6,000~~	~~May 2008~~	~~April 2009~~
~~N.V. UMICORE SA~~	~~Uchucchacua's Silver-Lead~~	~~April 2009~~	~~3,000~~	~~April 2009~~	~~May 2009~~

PROJECT	Hectares as of December 31, 2008		Exchanges		Hectares acquired in 2009		Hectares as of December 31, 2009
Carachugo - San José - Chaquicocha		3,497		—		185.35		3,682.35
Cerro Quilish - Cerro Negro		2,929.77		—		—		—
Calera China Linda		473.29		—		—		—
Haussing		10.89		—		—		—
La Quinua		2,863.41		—		319.42		3,182.83
Laboratorio		0.10		—		—		—
Las Lagunas		1,674.78		—		—		—
Línea de Alta Tensión		0.01		—		—		—
Maqui Maqui		1,957.23		—		70.30		2027.53
Minas Conga		8,475.93		—		228.16		8704.09
Presas		196.72		—		—		—
San Cirilo		1,950.42		—		—		—
Terrenos para canjes		421.09		—		—		—
Cerro Yanacocha		2,138.16		—		49.76		2187.92
Museo		8.56		—		—		—
Sorpresa Mishacocha		597.83		—		—		—
TOTAL		27,195.19		—		852.98		28,048.17

PROJECT	Hectares as of December 31, 2007		Exchanges		Hectares acquired in 2008		Hectares as of December 31, 2008
Carachugo - San José - Chaquicocha		3,497.00		—		—		3,497
Cerro Quilish - Cerro Negro		2,834.10		—		95.67		2,929.77
Calera China Linda		408.21		—		65.08		473.29
Haussing		10.89		—		—		10.89
La Quinua		2,817.58		—		45.83		2,863.41
Laboratorio		0.10		—		—		0.10
Las Lagunas		1,674.78		—		—		1,674.78
Línea de Alta Tensión		0.01		—		—		0.01
Maqui Maqui		1,957.23		—		—		1,957.23
Minas Conga		7,847.41		—		628.52		8,475.93
Presas		196.72		—		—		196.72
San Cirilo		1,906.31		—		44.11		1,950.42
Terrenos para canjes		421.09		—		—		421.09
Cerro Yanacocha		2,138.16		—		—		2,138.16
Museo		8.56		—		—		8.56
Sorpresa Mishacocha		597.83		—		—		597.83
TOTAL		26,315.98		—		879.21		27,195.19

	Year Ending December 31,(1)
	2005		2006		2007		2008(2)		2009(2)
Mining Operations:
Ore mined (ST)		461,091		467,953		478,669		483,376		484,621
Average gold grade (oz./ST)		0.530		0.564		0.581		0.587		0.602
Average silver grade (oz./ST)		0.30		0.24		0.26		0.320		0.21
Production:
Gold (oz.)		233,182		254,631		267,935		284,512		315,277
Silver (oz.)		86,080		81,005		77,666		111,055		91,525
Recovery rate (gold) (%)(3)		95.4		96.0		96.3		95.5		95.7

	Year Ending December 31,				Year Ending December 31,
	2007		2008		2007		2008		2009
Mining Operations:
Ore mined (ST)		61,867		184,188		61,867		184,188		244,450
Average gold grade (oz./ST)		0.318		0.300		0.318		0.300		0.261
Average silver grade (oz./ST)		0.11		0.16		0.11		0.16		0.16
Production:
Gold (oz.)		16,679		46,126		16,679		46,126		51,516
Silver (oz.)		5,499		24,505		5,499		24,505		30,395
Recovery rate (gold) (%)		84.8		83.5		84.8		83.5		80.8
Recovery rate (silver) (%)		80.1		81.5		80.1		81.5		79.1
Costs:
Cash cost (US$ per oz. of gold)		277		623		277		623		812
Employees(1):
Buenaventura employees		-		54		-		54		49
Contractor employees		-		559		-		559		681

	Year Ending December 31,(1)										Year Ending December 31,(1)(2)
	2004		2005		2006		2007		2008		2005		2006		2007		2008		2009
Mining Operations:
Ore mined (ST)		179,785		179,873		179,820		178,969		207,014		179,873		179,820		178,969		207,014		142,760
Average gold grade (oz./ST)		0.57		0.60		0.60		0.420		0.220		0.60		0.60		0.420		0.220		0.228
Average silver grade (oz./ST)		0.74		0.81		0.65		0.73		0.57		0.81		0.65		0.73		0.57		0.46
Production:
Gold (oz.)		97,137		103,931		103,370		72,171		43,320		103,931		103,370		72,171		43,320		31,004
Silver (oz.)		86,162		102,222		83,258		90,368		80,363		102,222		83,258		90,368		80,363		50,100
Recovery rate (gold) (%)		94.4		95.9		96.6		96.0		94.2		95.9		96.6		96.0		94.2		95.2
Recovery rate (silver) (%)		64.5		70.4		71.2		69.2		66.6		70.4		71.2		69.2		66.6		76.3
Costs:
Cash cost (US$ per oz. of gold)		174		209		246		383		637		209		246		383		637		784
Employees:
Buenaventura employees		188		155		195		335		318		155		195		335		318		279
Contractor employees		862		1,087		1,241		733		745		1,087		1,241		733		745		684

	Julcani(5)		Uchucchacua(6) (7)		Orcopampa(8)		Recuperada(9)		Colquijirca (10) (11)		Marcapunta (10) (12)		Ishihuinca		Antapite(13)		Shila- Paula(14) (15)		Poracota(16)		Total/Average		Julcani(4)		Uchucchacua(5)		Orcopampa(6)		Recuperada(7)		Colquijirca(8) (9)		Marcapunta(8) (10)		Ishihuinca		Antapite(8)		Shila- Paula(12)		Poracota(13)		Total/Average
Ore Reserves (ST)		288,090		3,065,275		1,319,600		127,390		48,946,973		7,944,000		3,620		96,620		48,543		356,255		62,196,492		312,755		4,583,860		1,060,970		468,555		47,028,104		7,935,803		19,103		25,950		37,147		234,649		61,706,896
Grade:																								–		–		–		–		–		–		–		–		–		–		–
Gold (oz./ST)		0.022		-		0.608		-				0.012		0.412		0.244		0.616		0.344		0.108		0.037		–		0.613		–		–		0.0128		0.375		0.309		0.644		0.377		0.014
Silver (oz./ST)		21.6		17.3		0.2		11.5		1.30		0.46		-		0.63		2.1		0.16		2.10		19.75		13.65		0.30		5.30		1.24		0.48		–		0.44		1.70		0.15		2.17
Copper (%)		-		-		-		-				2.46		-		-		-		-		2.46		0.54		–		–		–		–		2.55		–		–		–		–		0.33
Zinc (%)		0.20		2.24		-		4.7		2.72		2.34		-		-		-		-		2.26		–		2.48		–		6.80		2.60		–		–		–		–		–		2.22
Lead (%)		1.7		1.6		-		5.6		0.90		0.77		-		-		-		-		0.81		1.40		1.83		–		5.00		0.86		–		–		–		–		–		0.84
Content:																								–		–		–		–		–		–		–		–		–		–		–
Gold (oz.)		6,338		-		802,317		-		-		95,330		1,491		23,575		29,902		122,552		1,080,505		11,637		–		650,375		–		–		101,578		7,160		8,030		23,923		88,463		891,166
Silver (oz.)		6,222,744		52,973,580		263,920		1,464,985		63,631,064		3,654,240		-		60,871		101,940		58,497		128,431,841		6,177,106		62,566,375		318,291		2,483,342		58,448,623		3,815,534		–		11,353		63,150		35,197		133,918,971
Copper (ST)		-		-		-		-				195,426		-		-		-		-		195,426		1,693		–		–		–		–		202,363		–		–		–		–		203,526
Zinc (ST)		576		65,481		-		5,987		1,331,357		-		-		-		-		-		1,403,401		–		113,677		–		31,862		1,222,730		–		–		–		–		–		1,368,269
Lead (ST)		4,898		50,573		-		7,134		440,522		-		-		-		-		-		503,127		4,363		83,783		–		23,428		404,442		–		–		–		–		–		516,016

	Proven and Probable Reserves at December 31, 2008						Proven and Probable Reserves at December 31, 2007						Proven and Probable Reserves at December 31, 2006						Proven and Probable Reserves at December 31, 2009						Proven and Probable Reserves at December 31, 2008						Proven and Probable Reserves at December 31, 2007
	Tonnage		Average Gold Grade		Ounces Contained		Tonnage		Average Gold Grade		Ounces Contained		Tonnage		Average Gold Grade		Ounces Contained		Tonnage		Average Gold Grade		Ounces Contained		Tonnage		Average Gold Grade		Ounces Contained		Tonnage		Average Gold Grade		Ounces Contained
	(thousands of DST)		(oz./DST)		(thousands of ounces)		(thousands of DST)		(oz./DST)		(thousands of ounces)		(thousands of DST)		(oz./DST)		(thousands of ounces)		(thousands of DST)		(oz./DST)		(thousands of ounces)		(thousands of DST)		(oz./DST)		(thousands of ounces)		(thousands of DST)		(oz./DST)		(thousands of ounces)
Maqui Maqui		9,411		0.029		275		7,206		0.031		225		7,731		0.026		198		9,037		0.030		271		9,411		0.029		275		7,206		0.031		225
Quecher		-		-		-		-		-		-		-		-		-
Antonio		-		-		-		-		-		-		-		-		-
Cerro Quilish		-		-		-		-		-		-		-		-		-
Cerro Negro		-		-		-		-		-		-		-		-		-
Carachugo		85,288		0.033		2,780		83,782		0.035		2,931		91,592		0.035		3,231		78,906		0.035		2,737		85,288		0.033		2,780		83,782		0.035		2,931
San José		10,420		0.017		178		9,684		0.017		166		9,067		0.018		160		10,194		0.017		175		10,420		0.017		178		9,684		0.017		166
Giuliana		-		-		-		256		0.024		6		1,560		0.023		36		-		-		-		-		-		-		256		0.024		6
Cerro Yanacocha		110,123		0.027		3,007		165,376		0.029		4,781		198,275		0.026		5,103		43,999		0.039		1,720		110,123		0.027		3,007		165,376		0.029		4,781
La Quinua		73,920		0.015		1,112		88,824		0.018		1,609		92,513		0.018		1,670		21,431		0.015		320		73,920		0.015		1,112		88,824		0.018		1,609
Tapado		52,991		0.038		2,021		70,212		0.033		2,351		73,681		0.036		2,661		38,931		0.035		1,371		52,991		0.038		2,021		70,212		0.033		2,351
Corimayo		58,867		0.041		2,405		69,970		0.035		2,470		63,053		0.048		3,019		47,711		0.048		2,313		58,867		0.041		2,405		69,970		0.035		2,470
In process		43,671		0.028		1,236		42,908		0.028		1,219		50,181		0.028		1,413		57,074		0.028		1,619		43,671		0.028		1,236		42,908		0.028		1,219
Subtotal Yanacocha/avg		444,691		0.029		13,014		538,218		0.029		15,758		587,652		0.030		17,491		307,282		0.034		10,526		444,691		0.029		13,014		538,218		0.029		15,758
Subtotal Minas Conga/avg.*		617,786		0.019		11,836		617,786		0.019		11,836		617,786		0.019		11,836
Subtotal Minas Conga/avg*																				617,786		0.019		11,836		617,786		0.019		11,836		617,786		0.019		11,836
Total/average		1,062,477		0.023		24,850		1,156,004		0.024		27,594		1,205,438		0.024		29,327		925,068		0.024		22,362		1,062,477		0.023		24,850		1,156,004		0.024		27,594

Property, Plant and Equipment		Estimated Years of Useful Life

Buildings, constructions and other		6 to 20
Machinery and equipment		4 to 10

Average Realized Price	Year ended December 31,
	2008		2009		Variation

Gold (US$/oz.)	US$	872.21	US$	988.32		13	%
Silver (US$/oz.)		14.26		15.52		9	%
Lead (US$/MT)		1,858.59		1,926.41		4	%
Zinc (US$/MT)		1,798.20		1,757.17		-2	%
Copper (US$/MT)		5,771.34		5,640.54		-2	%

Volume Sold	Year ended December 31,
	2008		2009		Variation

Gold (oz.)		414,682		419,222		1	%
Silver (oz.)		16,514,171		15,208,726		-8	%
Lead (MT)		37,853		30,214		-20	%
Zinc (MT)		82,501		64,198		-22	%
Copper (MT)		7,763		7,677		-1	%

			Payments due by Period (US$ in millions)										Payments due by Period (US$ in millions)
			Less than or equal to			1-3		4-5	After 5				Less than or equal to		1-3	4-5	After 5
	Total		1 year		years		years		years		Total		1 year		years	years	years
Long-Term Debt(1)		327.3		98.2		140.2		88.9		-		162.1		21.8	89.4	50.9		–
Provision for closure of mining units and exploration projects		83.4		12.9		33.8		13.0		23.7
Capital Lease Obligations												16.3		14.9	1.4	–		–
Reclamation and Remediation Liability												187.7		6.6	13.5	19.7		147.9
Open Purchase Orders												140.8		140.8	–	–		–
Other Long-Term Obligations (*)												–		–	–	–		–

Total Contractual Cash Obligations		410.7		111.1		174.0		101.9		23.7		506.9		184.1	104.3	70.6		147.9

Name	Age	Position	Date First Appointed	Current Term Ends	Age	Position	Date First Appointed	Current Term Ends
Directors
Alberto Benavides(1)	88	Chairman of the Board	1980	March 2011	89	Chairman of the Board	1980	March 2011
Norman Anderson	78	Director	1994	March 2011	79	Director	1994	March 2011
Luis Coleridge	72	Director	2000	March 2011	73	Director	2000	March 2011
Aubrey Laurence Paverd	70	Director	2002	March 2011	71	Director	2002	March 2011
Felipe Ortiz-de-Zevallos	61	Director	2003	March 2011	62	Director	2003	March 2011
Roque Benavides~~(2)~~	54	Director	2004	March 2011	55	Director	2004	March 2011
Germán Suárez~~(3)~~	67	Director	2005	March 2011	68	Director	2005	March 2011

Executive Officers
Roque Benavides(1)	54	President and Chief Executive Officer	2001		55	President and Chief Executive Officer	2001
Carlos E. Gálvez	56	Vice President and Chief Financial Officer	2001		57	Vice President and Chief Financial Officer	2001
Raúl Benavides(1)	53	Business Development Vice President	1997		54	Business Development Vice President	1997
Alejandro Hermoza	47	Vice President Community Relations	2008		48	Vice President Community Relations	2008
Francois Muths	57	Operations Vice President	2007		58	Operations Vice President	2007
César E. Vidal	54	Explorations Vice President	1996		55	Explorations Vice President	1996
José Miguel Morales(1)	63	General Counsel	1970		64	General Counsel	1970
Alejandro Hermoza	47	Vice President Community Relations	2008
Carlos Humberto Rodríguez	64	Comptroller	1984		65	Comptroller	1984