Obligation Banco Crédito Perú 4.85% ( USP0956JCK99 ) en PEN

Banco Crédito Perú

100 % ▼

Perou

USP0956JCK99 ( en PEN )

4.85% par an ( paiement annuel )

30/10/2020 - Obligation échue

Prospectus brochure de l'obligation Banco de Credito del Peru USP0956JCK99 en PEN 4.85%, échue

2 000 PEN

2 000 000 000 PEN

P0956JCK9

BBB+ ( Qualité moyenne inférieure )

N/A

Banco de Crédito del Perú (BCP) est la plus grande banque du Pérou, offrant une large gamme de services financiers aux particuliers et aux entreprises, incluant des services de dépôts, de prêts, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco Crédito Perú ( Perou ) , en PEN, avec le code ISIN USP0956JCK99, paye un coupon de 4.85% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/10/2020
L'Obligation émise par Banco Crédito Perú ( Perou ) , en PEN, avec le code ISIN USP0956JCK99, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM

S/2,000,000,000

Banco de Crédito del Perú
4.850% SENIOR NOTES DUE 2020

We, Banco de Crédito del Perú, or BCP, a commercial bank organized and existing under the laws of the Republic of Peru are offering
S/2,000,000,000 aggregate principal amount of senior notes due 2020, or the "notes." The notes will mature on October 30, 2020. The notes will
bear interest of 4.850% per year. Interest will be payable on October 30 and April 30 of each year, commencing on April 30, 2018. Payment of
principal, interest and any other amounts in respect of the notes will be made in U.S. dollars, as calculated by the calculation agent by converting
the Sol amounts due into U.S. dollars at the Average Representative Market Rate on the applicable FX Determination Date. See "Description of
the NotesPrincipal, Maturity and Interest."
Payments in respect of the notes will be made without deduction of, withholding for or on account of, taxes imposed by the Republic of Peru, or
other applicable jurisdictions, subject to certain exceptions. See "Description of the Notes--Payment of Additional Amounts." In the event of
certain changes in the laws affecting the taxes applicable to payments under the notes, we may redeem the notes before their stated maturity at a
price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date. We may redeem the notes on or after
October 15, 2020, in whole or in part, at par. See "Description of the Notes--Redemption Prior to Maturity."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured indebtedness,
except for obligations that are, by their terms, expressly subordinated in right of payment to the Notes, or are preferred by statute. The notes will
be effectively subordinated to (i) all of our secured indebtedness with respect to the value of our assets securing that indebtedness and (ii) certain
direct, unconditional and unsecured general obligations that in case of our insolvency are granted preferential treatment pursuant to Peruvian law.
The notes will be structurally subordinated to the existing and future obligations of our subsidiaries, including trade payables. The notes will not
be guaranteed by our parent company or any of our subsidiaries. See "Regulatory EnvironmentIntervention by the SBS."
For a more detailed description of the notes, see "Description of the Notes" beginning on page 125.
No public market currently exists for the notes. We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market. See "Listing and General Information."

Investing in the notes involves risks. See "Risk Factors" beginning on page 15.

Issue Price: 100.000% and accrued interest, if any, from October 31, 2017.

Investors outside of Peru will make the payment of the issue price of the notes in U.S. dollars based on an exchange rate for the conversion of the
Sol into U.S. dollars of S/3.2341 per U.S.$1.00, which is the Representative Market Rate (as defined herein) in effect on October 25, 2017.
Investors in Peru will pay the issue price of the notes in Soles. The notes will be sold in minimum denominations of S/2,000 and in integral
multiples of S/1,000 in excess thereof.

The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are being offered only to (1)
qualified institutional buyers, or "QIBs", under Rule 144A and (2) outside the United States in compliance with Regulation S. Prospective
purchasers that are QIBs are hereby notified that the sellers of the notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. Any offer or sale of the notes in any member state of the European Economic Area which has
implemented Directive 2003/71/EC (the ``Prospectus Directive'') must be addressed to qualified investors (as defined in the Prospectus
Directive). For more information about restrictions on transfer of the notes, see "Notice to Investors."
The notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof. The notes do
not have the benefit of bank deposit insurance under the laws of Peru, the United States or any other jurisdiction.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dates July 10 2005,
as amended.
The notes were delivered to purchasers in book-entry form on October 31, 2017.
Joint Book-Runners
BofA Merrill Lynch
Credicorp Capital
J.P. Morgan

Offering Memorandum dated December 13, 2017.

TABLE OF CONTENTS

Page
Enforceability of Civil Liabilities ................................................................................................................................ iii
Market and Industry Information ................................................................................................................................... v
Cautionary Statement Regarding Forward-Looking Statements ..................................................................................vi
Presentation of Financial Information ....................................................................................................................... viii
Summary........................................................................................................................................................................ 1
The Offering .................................................................................................................................................................. 5
Summary Financial Information .................................................................................................................................. 10
Risk Factors ................................................................................................................................................................. 15
Use of Proceeds ........................................................................................................................................................... 29
Capitalization ............................................................................................................................................................... 30
Exchange Rates ........................................................................................................................................................... 31
Selected Financial Information .................................................................................................................................... 32
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 38
Selected Statistical and Other Information .................................................................................................................. 65
Business ....................................................................................................................................................................... 86
Regulatory Environment ............................................................................................................................................ 107
Management .............................................................................................................................................................. 116
Ownership .................................................................................................................................................................. 122
Related-Party Transactions ........................................................................................................................................ 123
Description of the Notes ............................................................................................................................................ 125
Benefit Plan Considerations ...................................................................................................................................... 138
Taxation ..................................................................................................................................................................... 139
Plan of Distribution ................................................................................................................................................... 144
Notice to Investors ..................................................................................................................................................... 150
Listing and General Information ............................................................................................................................... 153
Legal Matters ............................................................................................................................................................. 155
Independent Accountants .......................................................................................................................................... 155
Available Information ................................................................................................................................................ 155
Index to Financial Statements .................................................................................................................................... F-1
Appendix A Accounting Practices ........................................................................................................................... A-I

You should only rely on the information contained in this offering memorandum. We have not authorized
anyone to provide you with different information. Neither we nor the initial purchasers are making an offer of the
notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in
this offering memorandum is accurate as of any date other than the date on the cover of this offering memorandum
regardless of time of delivery or any sale of the notes.
The initial purchasers assume no responsibility for, and make no representation or warranty, express or implied,
as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in
this offering memorandum is or shall be relied upon as, or a promise or representation by the initial purchasers as to
the past or future. The initial purchasers accept no responsibility in relation to the information in this offering
memorandum or any other information provided by the issuer.
We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum
with regard to our company is true and accurate in all material respects, that the opinions and intentions we express
in this offering memorandum are honestly held, and that there are no other facts the omission of which would make
this offering memorandum as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. We accept responsibility accordingly.
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Banco de Crédito del Perú," "BCP," "Bank," "we," "our," "ours," "us" or similar terms refer to Banco de Crédito
i

del Perú and our subsidiaries. References to the "Issuer" refer only to Banco de Crédito del Perú excluding our
subsidiaries.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an
offer or solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall
under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries
or that the information set forth in this offering memorandum is correct as of any date subsequent to the date
of this offering memorandum.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than
all of the notes offered by this offering memorandum. Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Credicorp Capital Sociedad Agente de Bolsa S.A. and J.P. Morgan Securities LLC will act as initial purchasers with
respect to the offering of the notes. This offering memorandum does not constitute an offer to any person other than
you or to the public in general to subscribe for or otherwise acquire the notes.
Credicorp Capital Sociedad Agente de Bolsa S.A. ("Credicorp Capital") is not a broker-dealer registered
with the Securities and Exchange Commission, and therefore may not make sales of any securities in the
United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. Credicorp
Capital will not make offers or effect sales of the notes in the United States or to U.S. persons. Credicorp
Capital will only make offers and sales of the notes outside of the United States to non-U.S. persons.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain
any required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and
regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the initial purchasers or their agents have any responsibility therefor.
See "Notice to Investors" and "Plan of Distribution" for information concerning some of the transfer restrictions
applicable to the notes.
You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained
in this offering memorandum;
·
you have not relied on the initial purchasers or their respective agents or any person affiliated with the
initial purchasers or their respective agents in connection with your investigation of the accuracy of such
information or your investment decision; and
·
no person has been authorized to give any information or to make any representation concerning us or
the notes other than those as set forth in this offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the terms
of this offering, including the merits and risks involved. The notes have not been recommended by the
Securities and Exchange Commission, or the "SEC," or any state securities commission or any Peruvian or
other regulatory authority. Furthermore, these authorities have not confirmed the accuracy or determined
the adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
In connection with this offering, the initial purchasers may over-allot notes or effect transaction with a
view to supporting the market price of the notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the initial purchasers will undertake stabilization action at all. Any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of the
ii

offer of the notes is made and, if begun, the initial purchasers may discontinue it at any time, but it must end
no later than 30 days after the issuance of the notes.
The notes may not be transferred or resold except as permitted under the Securities Act and related
regulations and applicable state securities laws and laws of other jurisdictions. In making your purchase, you
will be deemed to have made certain acknowledgements, representations and agreements set forth in this
offering memorandum under the caption "Notice to Investors." You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum may only be used for the purpose for which it has been published. Neither
the initial purchasers nor any of their agents is making any representation or warranty as to the accuracy or
completeness of the information contained in this offering memorandum, and nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the
future. Neither the initial purchasers nor any of their agents has independently verified any of such
information and assumes no responsibility for the accuracy or completeness of the information contained in
this offering memorandum.

See "Risk Factors," for a description of certain factors relating to an investment in the notes, including
information about our business. None of us, the initial purchasers or any of our or their representatives is making
any representation to you regarding the legality of an investment by you under applicable legal investment or similar
laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the notes.

The notes will be available initially only in book-entry form. We expect that the notes offered and sold in the
United States to QIBs in reliance upon Rule 144A under the Securities Act will be represented by beneficial
interests in a permanent global note in fully registered form without interest coupons, or the Rule 144A note. We
expect that the notes offered and sold outside the United States to non-U.S. persons pursuant to Regulation S under
the Securities Act will be represented by beneficial interests in a permanent global note in fully registered form
without interest coupons, or the Regulation S note and, together with the Rule 144A note, the global notes. The
global notes will be deposited with The Depository Trust Company, or "DTC." Notes shall be issued in minimum
denominations of S/2,000 and integral multiples of S/1,000 in excess thereof. See "Description of the Notes"
for further discussion of these matters.
NOTICE TO RESIDENTS OF PERU
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH OR APPROVED BY
THE PERUVIAN SUPERINTENDENCY OF CAPITAL MARKETS (SUPERINTENDENCIA DEL
MERCADO DE VALORES OR "SMV") OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE
LIMA OR "BVL"). ACCORDINGLY, THE NOTES CANNOT BE OFFERED OR SOLD IN PERU,
EXCEPT IN COMPLIANCE WITH THE APPLICABLE PERUVIAN SECURITIES LAWS.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a commercial bank organized and existing under the laws of Peru. Substantially all of our directors and
officers reside in Peru, and all or a significant portion of the assets of such persons may be, and substantially all of
our assets are, located outside the United States. As a result, it may not be possible for investors to effect service of
process upon such persons or entities outside Peru or to enforce against them in the courts of jurisdictions other than
Peru any judgments obtained in such courts that are predicated upon the laws of such other jurisdictions.
We have been advised by our Peruvian counsel, Payet, Rey, Cauvi, Pérez Abogados, that any final and
conclusive judgment for a fixed and definitive sum obtained against us in any foreign court having jurisdiction in
respect of any suit, action or proceeding against us for the enforcement of any of our obligations under the notes that
are governed by New York law will, upon request, be deemed valid and enforceable in Peru without the local court
reopening the case provided that: (a) there is in effect a treaty between the country where said foreign court sits and
Peru regarding the recognition and enforcement of foreign judgments or (b) in the absence of such a treaty, the
following requirements are met:
iii

(i)
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts, and the
matters contemplated in respect of this offering memorandum or the notes are not such matters;
(ii)
such court had jurisdiction under its own conflicts of law rules and under general principles of
international procedural jurisdiction;
(iii) we received service of process in accordance with the laws of the place where the proceeding took place,
we were granted a reasonable opportunity to appear before such foreign court, and we were guaranteed
due process rights;
(iv) the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
(v)
no pending litigation in Peru between the same parties for the same dispute was initiated before the
commencement of the proceeding that concluded with the foreign judgment;
(vi) the judgment is not incompatible with another judgment that fulfills the requirements of recognition and
enforceability established by Peruvian law unless such foreign judgment was rendered first;
(vii) the judgment is not contrary to public order or good morals; and
(viii) it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a review
of the merits thereof.
There is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign
judgments. We have been advised by Payet, Rey, Cauvi, Pérez Abogados, our Peruvian counsel, that there is no
reason to believe that any obligation under the notes, which are governed by New York law, would be contrary to
Peruvian public policy and international treaties binding upon Peru or generally accepted principles of international
law.
In connection with the issuance of the notes, we will designate National Registered Agents, Inc. as our agent
upon whom process may be served in connection with any proceedings in New York.

iv

MARKET AND INDUSTRY INFORMATION
Market data and certain industry forecast data used in this offering memorandum were obtained from internal
reports and studies, where appropriate, as well as estimates, market research, publicly available information,
including information available from the Peruvian Superintendency of Banks, Insurance and Private Pension Fund
Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones or
"SBS") and industry publications. Market share, deposit and other data obtained from the SBS in the case of the
banking operations of Peruvian banks, includes foreign branches and representative offices of Peruvian banks, such
as our agency in Miami and our branch in Panama, which has an international banking license. However, the SBS
information is presented on an unconsolidated basis and excludes information regarding subsidiaries of Peruvian
banks. Therefore, the SBS information as it relates to us excludes the operations of our Peruvian subsidiary
"Mibanco Banco de la Microempresa S.A., or "Mibanco." Banco de Crédito de Bolivia was sold to Inversiones
Credicorp Bolivia S.A. during the second quarter of 2016 and is no longer our subsidiary. Industry publications
generally state that the information they contain has been obtained from sources believed to be reliable, but that the
accuracy and completeness of such information are not guaranteed. Similarly, internal reports and studies, estimates
and market research, while believed to be reliable and accurately extracted by us for the purposes of this offering
memorandum, have not been independently verified. However, we believe such data is accurate and agree that we
are responsible for the accurate extraction of such information from such sources and its correct reproduction in this
offering memorandum.

v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains statements that constitute estimates and forward-looking statements,
including but not limited to the sections "Summary," "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations." These statements appear in a number of places in this offering
memorandum and include statements regarding our intent, belief or current expectations, and those of our officers,
with respect to (among other things) our financial condition.
Our estimates and forward-looking statements are based mainly on current expectations and estimates of future
events and trends, which affect, or may affect, our business and results of operations. Although we believe that these
estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks
and uncertainties and are based on information currently available to us.
Our estimates and forward-looking statements may be influenced by the following factors, among others:
·
changes in the demand from, and the financial condition of, our customers, and competitive conditions in
the markets we serve;
·
changes in economic, political and business conditions in Peru;
·
governmental interventions resulting in changes in the Peruvian economy, taxes, tariffs or regulatory
environment;
·
our ability to compete successfully;
·
changes in our business;
·
our ability to successfully implement marketing strategies;
·
our identification of business opportunities;
·
our ability to develop and introduce new products and services;
·
changes in the cost of products and our operating costs;
·
our level of indebtedness and other financial obligations;
·
our ability to obtain financing on satisfactory terms;
·
our ability to attract new customers;
·
inflation or deflation in Peru, depreciation or appreciation of the Sol against the U.S. dollar and interest rate
fluctuations;
·
changes in the level of dollarization of the Peruvian economy;
·
present or future changes in laws and regulations;
·
our ability to maintain existing business relationships, and to create new relationships; and
·
other risk factors discussed under the "Risk Factors" in this offering memorandum.
The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends," "hopes,"
and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking
statements refer only to the date when they were made, and we undertake no obligation to update or review any
estimate or forward-looking statement due to new information, future events or any other factors. Estimates and
forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual
results or developments may be substantially different from the expectations described in the forward-looking
statements. In light of the risks and uncertainties described above, the events referred to in the estimates and
vi

forward-looking statements included in this offering memorandum may or may not occur, and our business
performance and results of operation may differ materially from those expressed in our estimates and forward-
looking statements, due to factors that include but are not limited to those mentioned above. Investors are warned
not to place undue reliance on any estimates or forward-looking statements in making decisions regarding
investment in the notes.
Neither we nor the initial purchasers undertake any obligation to update or revise any estimates or forward-
looking statements, whether as a result of new information, future events or otherwise.

vii

PRESENTATION OF FINANCIAL INFORMATION
Our annual consolidated financial statements as of and for the years ended December 31, 2013 and 2014 and
our annual consolidated financial statements as of and for the years ended December 31, 2015 and 2016 included
herein, or together the "annual consolidated financial statements," and as of June 30, 2017 and for the six months
ended June 30, 2016 and 2017 included herein, or the "interim consolidated financial statements" (and together with
the annual consolidated financial statements, the "financial statements"), have been prepared and presented in
accordance with generally accepted accounting principles prescribed by the SBS for financial institutions subject to
supervision by the SBS, or "Peruvian GAAP." For a description of highlights of certain differences among Peruvian
GAAP, IFRS, as adopted by the IASB, and U.S. GAAP, see "Accounting Practices" set forth in Appendix A.
The annual consolidated financial statements as of and for the year ended December 31, 2015 and 2016 have
been audited by Gaveglio Aparicio & Asociados S.C.R.L., or "GAA," a member firm of PricewaterhouseCoopers
International Limited and the annual consolidated financial statements as of and for the years ended December 31,
2013 and 2014, have been audited by Paredes, Burga & Asociados S.C.R.L., or "PBA." (formerly Paredes, Zaldívar,
Burga & Asociados S.C.R.L.), a member firm of Ernst & Young Global Limited, each certified public accountants
in Peru and independent during the correspondent audit periods. The interim consolidated financial statements as of
June 30, 2017 and for the six months ended June 30, 2016 and 2017 have not been audited but have undergone a
review by GAA in accordance with the International Standard on Review Engagements No. 2410 "Review of
Interim Financial Information performed by the Independent Auditor of the Entity" as specified by the International
Auditing and Assurance Standards Board. See the interim consolidated financial statements included in this offering
memorandum. Unless otherwise indicated, the financial information presented herein is based upon the financial
statements.
Unless otherwise specified, in accordance with Peruvian GAAP, the financial statements and other financial
information contained in this offering memorandum are presented in consolidated form. Consolidation principles
under Peruvian GAAP are based upon the concept of control and are substantially similar, requiring consolidation of
all controlled entities irrespective of the sector in which they operate. Under Peruvian GAAP, an enterprise is
required to consolidate special purpose entities, or "SPEs," when the substance of the relationship between them
indicates that the enterprise controls the SPE.
Unless otherwise specified or the context otherwise requires, references in the annual consolidated financial
statements to "$," "U.S.$," "dollars" and "U.S. dollars" are to United States dollars and references to "S/," "Sol" or
"Soles" are to Peruvian Soles.
For the convenience of the reader, this offering memorandum presents translations of certain Sol amounts into
U.S. dollars at specified rates, or the S/ to U.S.$ exchange rate. Any data in U.S. dollars derived from the financial
statements have been translated from Soles to U.S. dollars as follows:
·
data as of and for the period ended December 31, 2016 has been translated from Soles into U.S. dollars at a
rate of S/3.356 = U.S.$1.00 (the December 31, 2016 exchange rate as published by the SBS); and
·
data as of and for the period ended June 30, 2017 has been translated from Soles into U.S. dollars at a rate
of S/3.253 = U.S.$1.00 (the June 30, 2017 exchange rate as published by the SBS).
No representation is made that the Sol or U.S. dollar amounts in this offering memorandum at any time could
have been or could be converted into U.S. dollars or Soles, as the case may be, at any particular rate or at all. For a
discussion of the effects on us of fluctuating exchange rates, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations for the Six Months Ended June 30, 2016 and
2017" and "Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of
Operations for the Years Ended December 31, 2014, 2015 and 2016."
Certain amounts and percentages included in this offering memorandum have been rounded, and the totals
presented in certain tables therefore may not be an arithmetic aggregation of the figures that precede them.

viii

SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the detailed
information and the financial statements and notes thereto appearing elsewhere in this offering memorandum.
Prospective investors should review the section entitled "Risk Factors" for a discussion of certain factors that
should be considered in connection with an investment in the notes.
BCP
We were established in 1889 in Lima, Peru under the name of Banco Italiano by a group of Italian immigrants.
By 1920, we had become, as we are today, the largest commercial bank in Peru, by total assets, loans, deposits,
shareholders' equity and branch network. We are currently controlled by Credicorp Ltd. (NYSE: BAP), or
"Credicorp," which holds directly and through Grupo Credito S.A., a wholly owned-subsidiary domiciled in Peru,
97.7% of our capital stock. Mr. Dionisio Romero Paoletti, our Chairman and President, is the Chairman and Chief
Executive Officer of Credicorp. As of February 8, 2017, members of the Romero family held 14.03% of Credicorp's
common shares as stated in Credicorp's annual report on form 20-F filed with the SEC on April 27, 2017. We are
listed and our common shares are traded on the BVL. As of June 30, 2017, 2.3% of our common stock was publicly
held.
We have the leading banking franchise in Peru, including commercial and retail. We acquired Empresa
Financiera Edyficar S.A. ("Edyficar"), a microfinance institution, in October 2009 as part of our strategy of
increasing our presence in underbanked segments. In this context, during 2014 we focused our efforts on the
acquisition of Banco de la Microempresa S.A. ("Mibanco"), a local bank that specializes in the micro and small
entities sector. After acquiring, directly and indirectly, 86.93% of the capital stock of Mibanco, we focused on the
implementation of Edyficar's successful and proven business model. In 2015, we concluded the spin-off of a group
of assets and liabilities of Edyficar, which were merged with Mibanco. Through this transaction, Mibanco absorbed
almost all the assets and liabilities of Edyficar thereby strengthening its capital stock and its position as the leader of
the microfinance sector in Peru. In addition, a merger transaction between Edyficar and Solución Empresa
Administradora Hipotecaria S.A. ("SEAH") was agreed upon. Such transaction became effective as of September 1,
2017. As a result of such merger, Edyficar was absorbed by SEAH. As of June 30, 2017, BCP held 93.6% of the
capital stock of Mibanco and Grupo Credito S.A. held 1.8%. As of such date, Mibanco represented 8.8% of our total
assets.
We provide a full range of corporate and retail banking products to our corporate and retail clients through our
nationwide distribution network. According to information from the SBS, as of June 30, 2017, and excluding
Mibanco, we had the largest branch network among Peruvian banks, with 427 branches and agencies, including 271
in Lima and the adjoining city of Callao, as well as a branch in Panama and an agency in Miami. Additionally, as of
June 30, 2017, Mibanco had 321 branches. As of the same date, we also had 2,344 automated teller machines, or
"ATM", and 6,017 BCP Agents, a form of automated teller service.

As of June 30, 2017, on an unconsolidated basis, we were the largest financial institution in Peru in terms of
total assets, which stood at S/121.9 billion (or U.S.$37.5 billion), total gross direct loans, which stood at S/76.6
billion (or U.S.$23.6 billion), total deposits, which stood at S/71.5 billion (or U.S.$22.0 billion), and shareholders'
equity, which stood at S/13.6 billion (or U.S.$4.2 billion), according to figures published by the SBS. As of June 30,
2017, our direct loans and deposits represented 28.9% and 29.8%, respectively, of the entire Peruvian financial
system, according to the SBS. Given our relatively higher concentration on corporate clients, as of June 30, 2017, of
our total loans and deposits, 39.7% and 52.5%, respectively, were denominated in U.S. dollars as compared to
29.0% and 41.6%, respectively, for the entire Peruvian financial system. As of June 30, 2017, our unconsolidated
capital adequacy ratio was 16.5% (compared to the minimum regulatory capital requirement of 10.0%), and our net
income for the six months ended June 30, 2017 was S/1,450.4 million (or U.S.$445.9 million) according to figures
published by the SBS.
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