Obligation BBVA Banco 5% ( USP16260AA28 ) en USD

BBVA Banco

100 % ▼

Perou

USP16260AA28 ( en USD )

5% par an ( paiement semestriel )

25/08/2022 - Obligation échue

Prospectus brochure de l'obligation BBVA USP16260AA28 en USD 5%, échue

10 000 USD

500 000 000 USD

P16260AA2

BBB+ ( Qualité moyenne inférieure )

N/A

BBVA est une banque multinationale espagnole offrant une large gamme de services financiers, notamment la banque de détail, la gestion d'actifs et l'investissement bancaire, opérant principalement en Espagne, en Amérique latine et aux États-Unis.

L'Obligation émise par BBVA Banco ( Perou ) , en USD, avec le code ISIN USP16260AA28, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/08/2022
L'Obligation émise par BBVA Banco ( Perou ) , en USD, avec le code ISIN USP16260AA28, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING CIRCULAR

US$500,000,000
5.000% Senior Notes due 2022

BBVA Banco Continental, a bank organized and existing under the law of the Republic of Peru (the "Bank"), is offering US$500,000,000 aggregate
principal amount of the Bank's senior notes due 2022 (the "Notes"). The Notes will mature on August 26, 2022. The Notes will bear interest of 5.000% per year
and will be payable on February 26 and August 26 of each year, commencing on February 26, 2013.
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 and the
United States, subject to certain exceptions. See "Description of the Notes--Payment of Additional Amounts."
The Bank may redeem the Notes, in whole or in part, at any time by paying the greater of 100% of the principal amount of the notes and the
applicable ``make-whole'' premium amount, plus, in each case, accrued interest to the redemption date. In the event of certain changes in the applicable rate
of Peruvian withholding tax, the Bank may redeem the Notes, in whole but not in part, at a price equal to 100% of their principal amount, plus accrued
interest to the redemption date. In the event of certain changes in the applicable rate of Peruvian value added tax, the Bank may redeem the Notes, in whole
but not in part, at a price equal to, the greater of 100% of the principal amount and the applicable "make-whole" premium amount, plus, in each case,
accrued interest to the redemption date. See "Description of the Notes--Redemption at Maturity."

The Notes are the Bank's senior unsecured obligations and rank in right of payment with the Bank's other senior unsecured obligations in accordance
with Peruvian banking law. See "Banking Supervision and Regulation--Intervention by the SBS and Liquidation." The Notes are not guaranteed by the Bank's
parent company or any of the Bank's subsidiaries.
For a more detailed description of the Notes, see "Description of the Notes" beginning on page 131.
This offering circular constitutes a prospectus pursuant to part IV of the Luxembourg law of July 10, 2005, as amended, implementing the Prospectus
Directive 2003/71/EC. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF
market.

Investing in the Notes involves risks. See "Risk Factors" beginning on page 18.
Issue Price of Notes: 100%
each, plus accrued interest, if any, from and including August 29, 2012

The Notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws
of any other jurisdiction. The Notes were offered and sold only to investors that are either (1) qualified institutional buyers ("QIBs") in reliance on Rule 144A
under the Securities Act or (2) non-U.S. Persons outside of the United States (within the meaning of Regulation S of the Securities Act). Prospective
purchasers are hereby notified that the sellers of the Notes may be relying on the exemptions from the provisions of Section 5 of the Securities Act provided
by Rule 144A. Each purchaser of Notes will be deemed, by its acceptance of such Notes, to have made certain representations and agreements intended to
restrict transfers of the Notes as described under "Notice to Investors." No holder or beneficial owner of the Notes may transfer the Notes except to a
transferee who can make the same deemed representations and agreements as set forth in the "Notice to Investors" on behalf of itself and each account for
which it is purchasing. Any transfer in breach of the transfer restrictions set forth in "Notice to Investors" will be void ab initio, and will not operate to transfer
any rights to the transferee.
The Bank has registered the Notes and this offering circular with the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado
de Valores, or "SMV"). In Peru, this constitutes a public offering directed exclusively to "institutional investors" (as such term is defined under the Seventh
Final Disposition of CONASEV Resolution No. 141-98-EF/94.10, as amended). The Notes and this offering circular have been registered with the SMV in
accordance with the procedure set forth in Section IV.2.A.b).4 of the Manual for Compliance with the Requirements Applicable to the Public Offering of
Securities (Manual para el Cumplimiento de los Requisitos Aplicables a Ofertas Públicas de Valores Mobiliarios), as amended by SMV Resolution No. 004-
2011-EF/94.01.1.
Delivery of the Notes was made on August 29, 2012.

Joint Bookrunners
BBVA
BofA Merrill Lynch
Goldman, Sachs & Co.

Peruvian Placement Agent
Continental Bolsa Sociedad Agente de Bolsa S.A.

The date of this offering circular is September 14, 2012.

TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION ............V
THE BANK ................................................................ 97
ENFORCEMENT OF JUDGMENTS ..................................V
MANAGEMENT ....................................................... 113
FORWARD-LOOKING STATEMENTS .......................... VI
SHARE OWNERSHIP ................................................ 117
PRESENTATION OF CERTAIN FINANCIAL AND
RELATED PARTY TRANSACTIONS ........................... 118
OTHER INFORMATION ......................................... VII
SUPERVISION AND REGULATION ............................ 120
OFFERING CIRCULAR SUMMARY ................................ 1
DESCRIPTION OF THE NOTES .................................. 131
THE OFFERING ......................................................... 12
TAXATION .............................................................. 145
SUMMARY FINANCIAL INFORMATION ...................... 15
PLAN OF DISTRIBUTION ......................................... 150
RISK FACTORS .......................................................... 18
NOTICE TO INVESTORS ........................................... 154
USE OF PROCEEDS .................................................... 33
NOTICE TO PERUVIAN INVESTORS .......................... 156
EXCHANGE RATES AND CURRENCY ......................... 34
GENERAL INFORMATION ........................................ 157
DIVIDENDS ............................................................... 35
LEGAL MATTERS .................................................... 158
CAPITALIZATION ...................................................... 36
INDEPENDENT AUDITORS ....................................... 158
SELECTED FINANCIAL INFORMATION ....................... 37
ANNEX A--PRINCIPAL DIFFERENCES AMONG
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
PERUVIAN GAAP, U.S. GAAP AND IFRS (AS
FINANCIAL CONDITION AND RESULTS OF
ADOPTED BY THE IASB) ................................... A-1
OPERATIONS ........................................................ 40
INDEX TO FINANCIAL STATEMENTS ........................ F-1
SELECTED STATISTICAL INFORMATION .................... 76

i

You should rely only on the information contained in this offering circular. No one has been authorized to
provide you with information that is different. This document may only be used where it is legal to sell these
securities. The information in this document may only be accurate on the date of this document.
Unless otherwise indicated or the context otherwise requires, all references in this offering circular to "the
Bank," refer to BBVA Banco Continental and its consolidated subsidiaries. References to "BBVA Banco
Continental" are references to BBVA Banco Continental only.
This offering is made in reliance upon an exemption from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. By purchasing the Notes, you will be deemed to have
made the acknowledgements, representations and agreements described under "Notice to Investors" in this offering
circular. No offer is being made to sell the Notes in any jurisdiction except where such an offer or sale is permitted.
The Notes may not be transferred or resold except as permitted under the Securities Act and related regulations and
applicable state securities laws. You should understand that you will be required to bear the financial risks of your
investment for an indefinite period of time.
The distribution of this offering circular, or any part thereof, and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. This offering circular may only be used for the purposes for which
it has been published. Any persons in possession of this offering circular are required to become familiar with and
to observe such restrictions. For a description of restrictions on offers, sales and deliveries of the Notes and on the
distribution of this offering circular, see "Notice to Investors" and "Plan of Distribution."
This offering circular does not constitute an offer of, or an invitation by or on behalf of any entity, or any of
such entity's directors, officers and affiliates to subscribe for or purchase any securities in any jurisdiction to any
person to whom it is unlawful to make such an offer in such jurisdiction. Each purchaser of the Notes must comply
with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Notes
or possesses or distributes this offering circular and must obtain any consent, approval or permission required by it
for the purchase, offer or sale by it of such Notes under the laws and regulations in force in any jurisdiction to which
it is subject or in which it makes such purchases, offers or sales. Neither the delivery of this offering circular nor
any sale made hereunder shall under any circumstances imply that there has been no change in the Bank's affairs, or
the affairs of the Bank's subsidiaries, or that the information set forth in this offering circular is correct as of any date
subsequent to the date of this offering circular.
This offering circular has been prepared solely for use in connection with the proposed offering of the
Notes. Rights are reserved 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 circular. Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch") and Goldman, Sachs & Co. will act as initial
purchasers with respect to the offering of the Notes.
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 circular 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 the Bank nor the initial purchasers or their agents have any responsibility
therefor. See "Notice to Investors" for information concerning certain 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 circular;
you have not relied on any initial purchaser or its respective agents or any person affiliated with any
initial purchaser or its respective agents in connection with your investigation of the accuracy of
such information or your investment decision; and
ii

no person has been authorized to give any information or to make any representation concerning the
Bank or the Notes other than those as set forth in this offering circular. 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.
The Notes are not deposits with the Bank and are not insured by the United States Federal Deposit
Insurance Corporation or any other United States governmental agency or any Peruvian governmental agency.
In making an investment decision, you must rely on your own examination of the business of the
Bank and the terms of this offering, including the merits and risks involved. These Notes have not been
recommended by the Securities and Exchange Commission (the "SEC") or any state securities commission,
or by the Peruvian Superintendency of Capital Markets (the "SMV") or any other regulatory authority.
Furthermore, these authorities have not confirmed the accuracy or determined the adequacy of this offering
circular. Any representation to the contrary is a criminal offense. You should not construe the contents of
this offering circular as legal, business or tax advice. You should consult your own attorney, business advisor
or tax advisor.
This offering circular 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 circular, and nothing contained in this offering
circular 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 all of such information and
assumes no responsibility for the accuracy or completeness of the information contained in this offering
circular.
__________________
See "Risk Factors," following "Offering Circular Summary," for a description of certain factors relating to
an investment in the Notes, including information about the business of the Bank. None of the Bank, the initial
purchasers or any of their respective 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.
__________________
YOU ARE HEREBY INFORMED THAT THE DESCRIPTION SET FORTH HEREIN WITH
RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND
SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF
AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE
U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE
MARKETING OF THE NOTES. THIS DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES
DESCRIBED HEREIN. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD
AFFECT THE U.S. FEDERAL TAX TREATMENT OF THE NOTES, OR THE MATTERS THAT ARE
THE SUBJECT OF THE DESCRIPTION NOTED HEREIN, AND THIS DESCRIPTION DOES NOT
CONSIDER OR PROVIDE ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL
ISSUES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
__________________
The Notes were available initially only in book-entry form. The Notes that were offered and sold in the
United States to U.S. Persons who are QIBs in reliance upon Rule 144A are represented by beneficial interests in a
single, permanent global note in fully registered form without interest coupons (the "Rule 144A Note"). The Notes
offered and sold outside the United States to non-U.S. persons pursuant to Regulation S are represented by
beneficial interests in a single, permanent global note in fully registered form without interest coupons (the
"Regulation S Note," and together with the Rule 144A Note, the "Global Notes"). The Global Notes have been
accepted for clearance through Clearstream International S.A. and the Euroclear Bank S.A./N.V., as operator of the
iii

Euroclear System. After the initial issuance of the Global Notes, certificated notes may be issued in registered
form in very limited circumstances.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO
BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PERU RESIDENTS
IN PERU, THIS CONSTITUTES A PUBLIC OFFERING DIRECTED EXCLUSIVELY TO
"INSTITUTIONAL INVESTORS" (AS SUCH TERM IS DEFINED UNDER THE SEVENTH FINAL
DISPOSITION OF CONASEV RESOLUTION NO. 141-98-EF/94.10, AS AMENDED).
THE NOTES AND THIS OFFERING CIRCULAR HAVE BEEN REGISTERED WITH THE
SMV IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION IV.2.A.B).4 OF THE
MANUAL FOR COMPLIANCE WITH THE REQUIREMENTS APPLICABLE TO THE PUBLIC
OFFERING OF SECURITIES (MANUAL PARA EL CUMPLIMIENTO DE LOS REQUISITOS
APLICABLES A OFERTAS PÚBLICAS DE VALORES MOBILIARIOS), AS AMENDED BY SMV
RESOLUTION NO. 004-2011-EF/94.01.1, APPLICABLE TO U.S. OFFERINGS IN RELIANCE OF
RULE 144A UNDER THE SECURITIES ACT WITH A PERUVIAN COMPONENT.
THE NOTES SOLD IN PERU ARE SUBJECT TO THE TRANSFER AND RESALE
RESTRICTIONS SET FOR IN CONASEV RESOLUTION NO. 079-2008-94.01.1, AS AMENDED.
NOTICE TO HONG KONG RESIDENTS
THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION
IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE
CONTENTS OF THIS DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL
ADVICE.
iv

WHERE YOU CAN FIND MORE INFORMATION
The following documents will be made available to the holders of the Notes, at the corporate trust office of
the Indenture Trustee at no cost: copies of the Indenture (as defined herein) as well as this offering circular, and the
annual audited consolidated financial statements of the Bank prepared in conformity with generally accepted
accounting principles prescribed for financial institutions subject to supervision by the Superintendency of Banks,
Insurance and Private Pension Fund Administrators, or SBS, ("Peruvian GAAP"). Information is also available at
the office of the Luxembourg listing agent, so long as the Notes are listed on the Luxembourg Stock Exchange and
the rules thereof so require.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF market in accordance with its rules. This offering circular forms, in all material respects,
the listing circular for admission to the Luxembourg Stock Exchange. The Luxembourg Stock Exchange will
require certain undertakings in connection with the listing of Notes, including the provision to it of certain financial
information, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules thereof so require.
ENFORCEMENT OF JUDGMENTS
The Bank is a bank organized and existing under the laws of Peru. All of its directors and officers reside
outside the United States, and all or a significant portion of the assets of such persons may be, and substantially all
of its assets are, located outside the United States. As a result, it may not be possible 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.
Any final and conclusive judgment for a fixed and definitive sum obtained against the Bank in any foreign
court having jurisdiction in respect of any suit, action or proceeding against it for the enforcement of any of its
obligations in support of the Notes that are governed by New York law will, upon request, be deemed valid and
enforceable in Peru without the local court reopening or re-examining the case, reviewing the merits of the cause of
action in respect to which such judgment was given or re-litigating the merits adjudicated upon, provided that the
following requirements are met:
(i)
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (and the
matters contemplated by this offering circular are not matters under the exclusive jurisdiction of
Peruvian courts);
(ii)
such court had jurisdiction under its own conflicts of law rules and under general principles of
international procedural jurisdiction;
(iii)
the Bank received service of process in accordance with the laws of the jurisdiction of the court
rendering such judgment, was granted a reasonable opportunity to appear before such foreign
court, and was 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 issue 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 Peruvian national sovereignty, public order or good morals;
(viii)
it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a
review of the merits thereof;
v

(ix)
such final judgment has been duly authenticated by a Peruvian consulate in the country in which it
was issued and is accompanied by a certified, sworn translation of such judgment in Spanish; and
(x)
there is in effect a treaty between the country where said foreign court sits and Peru regarding the
recognition and enforcement of foreign judgments. In the absence of such a treaty, the reciprocity
rule is applicable (such reciprocity rule being presumed), under which a judgment given by a
foreign competent court will be admissible in the Peruvian courts and will be enforceable thereby,
except if according to such foreign law: (i) judgments issued by Peruvian courts are not admissible
in such foreign country or (ii) judgments issued by Peruvian courts are subject to re-examination
by such competent court of the issues dealt with therein.

There is no reason to believe that any such judgment would be under the exclusive jurisdiction of Peruvian
courts or that any of the Bank's obligations in support of 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, the Bank has designated CT Corporation System as its agent
upon whom process may be served in connection with any proceedings in New York.
FORWARD-LOOKING STATEMENTS
This offering circular contains forward-looking statements. Examples of such forward-looking statements
include, but are not limited to, the following: (1) statements regarding the future results of operations and financial
condition of the Bank, (2) statements of plans, objectives or goals, including those related to the operations of the
Bank, and (3) statements of assumptions underlying such statements. Words such as "believe," "anticipate,"
"should," "estimate," "forecast," "expect," "may," "intend" and "plan" and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties, both general and specific, and there
are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. The
Bank cautions investors that a number of important factors could cause actual results to differ materially from the
plans, objectives, expectations, estimates and intentions expressed or implied in such forward-looking statements.
These factors include the following:
events in the global economy and the global financial system;
changes in the preferences and financial condition of the Bank's consumers, and competitive
conditions in the markets the Bank serves;
changes in overall economic conditions in Peru, including exchange rates, interest rates or the rate of
inflation, and changes in political and business conditions in Peru;
governmental interventions resulting in changes in the Peruvian economy, taxes, tariffs or regulatory
environment;
the effect of changes in accounting principles, new legislation, intervention by regulatory authorities,
government directives or monetary or fiscal policy in Peru;
the Bank's ability to compete successfully;
changes in the Bank's business;
the effect of the implementation of any aspect of the Bank's business strategy;
the Bank's ability to implement marketing strategies successfully;
the Bank's identification of business opportunities;
vi

the Bank's ability to develop and introduce new products and services;
changes in the cost of products and the Bank's operating costs;
the Bank's level of indebtedness and other financial obligations;
the Bank's ability to attract new customers;
the Bank's ability to maintain existing business relationships and to create new relationships;
limitations on the Bank's access to sources of financing on competitive terms;
restrictions on foreign currency convertibility and remittance outside Peru;
failure to meet capital or other requirements;
changes in reserve requirements; and
management's belief that pending legal and administrative proceedings will not have a materially
adverse effect on the Bank's business, financial condition or results of operations.
Potential investors should read the sections of this offering circular entitled "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "The Bank" for a more complete
discussion of the factors that could affect the future performance of the Bank and the markets in which the Bank
operates.
Should one or more of these factors or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, believed, estimated, expected or intended, as
described in this offering circular. The Bank does not have any intention to update these forward-looking
statements.
Moreover, no assurances can be given that any of the historical information, data, trends or practices
mentioned and described in this offering circular are indicative of future results or events.
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Accounting Principles
This offering circular includes the Bank's audited consolidated financial statements as of and for the years
ended December 31, 2011 and 2010 and December 31, 2010 and 2009 (the "Audited Financial Statements"), and the
Bank's unaudited interim condensed consolidated financial statements as of June 30, 2012 and for the six-month
periods ended June 30, 2012 and June 30, 2011 (the "Interim Unaudited Financial Statements," and together with
the Audited Financial Statements, the "Financial Statements"), all stated in Peruvian Nuevos Soles.
The Financial Statements have been prepared and presented in accordance with Peruvian GAAP. Peruvian
GAAP differs in certain significant respects from International Financial Reporting Standards ("IFRS") and United
States Generally Accepted Accounting Principles ("U.S. GAAP"). For a description of highlights of certain
differences among Peruvian GAAP, U.S. GAAP and IFRS, see "Annex A--Principal Differences among Peruvian
GAAP, U.S. GAAP and IFRS (as adopted by the IASB)." Unless otherwise indicated, the financial information
presented herein is based upon the Financial Statements.
The Audited Financial Statements have been audited by Beltran, Gris y Asociados S.C.R.L., a Peruvian
entity that is a member firm of Deloitte Touche Tohmatsu Limited, as stated in their reports appearing herein.
vii

Currencies
Unless otherwise specified or the context otherwise requires, references in the Financial Statements to "$,"
"US$," "Dollars" and "U.S. Dollars" are to United States Dollars and references to "S/.," "Nuevo Sol" or "Nuevos
Soles" are to Peruvian Nuevos Soles.
For the convenience of the reader, this offering circular presents translations of certain Nuevo Sol amounts
into U.S. Dollars at specified rates, or the S/./$ exchange rate.
No representation is made that the Nuevo Sol or U.S. Dollar amounts in this offering circular could have
been or could be converted into U.S. Dollars or Nuevos Soles, as the case may be, at any particular rate or at all.
Unless otherwise indicated, the Bank has translated Nuevos Soles amounts into U.S. Dollars at an exchange rate of
S/. 2.671 per US$1.00, based on the exchange rate reported by the SBS on June 30, 2012. See "Exchange Rates and
Currency" for information regarding rates of exchange between the Nuevo Sol and U.S. Dollar for the periods
specified therein. For a discussion of the effects on the Bank of fluctuating exchange rates, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations." For a discussion of how the value of
the Nuevo Sol may affect the Bank's business, financial condition and results of operations and the value of its
securities, read the section of this offering circular entitled "Risk Factors."
Terms Relating to the Bank's Loan Portfolio and Business
"Total gross loans" for 2011, 2010 and 2009 includes deferred interest on discounted notes, refinanced
loans, restructured loans and leasing receivables and excludes accrued interest and provision for loan
losses.
"Performing loans" refers, for purposes of the Bank's consolidated financial information, to loans that do
not include past due loans and legal collection loans, which are past due loans that are in the judiciary
collection process and, for purposes of the SBS, loans that do not include refinances and restructured loans.
"Non-performing loans" refers to past due loans plus legal collection loans.
Terms Relating to the Bank's Capital Adequacy
"Regulatory capital" refers to the sum of tier 1 regulatory capital or basic capital and supplementary capital.
"Basic capital or tier 1 capital" refers to the tier 1 regulatory capital (patrimonio efectivo básico ó de
Nivel 1) of the Bank calculated in accordance with article 184(A) of the Peruvian Banking Law, as
amended, restated, supplemented or replaced from time to time.
"Supplementary capital" refers to the sum of tier 2 and tier 3 regulatory capital (patrimonio efectivo
suplementario), calculated in accordance with Article 184(B) of the Peruvian Banking Law, as amended,
restated, supplemented or replaced from time to time.
Other Definitions
"Retail banking" refers to the Bank's line of business that serves individuals and small businesses with
annual sales under US$1.4 million.
"Middle market banking" refers to the Bank's line of business that serves companies with annual sales of
US$1.4 million to US$75 million, institutional customers and government entities.
"Corporate banking" refers to the Bank's line of business that serves large corporate groups with annual
sales equal to or greater than US$75 million and multinational corporations.
viii

Rounding Adjustments
The Bank has made rounding adjustments to certain numbers included in the offering circular. As a result,
numerical figures presented as totals may not always be the arithmetic aggregations of their components, as
presented.
Market and Industry Information
Market data and certain industry data used in this offering circular were obtained from internal reports and
studies, where appropriate, as well as estimates, market research, publicly available information (including
information available from the SBS, the Banco Central de Reserva del Perú (Central Reserve Bank of Peru or the
"Central Bank") and the Peruvian Ministry of Economy and Finance and industry publications. Market share,
ranking, dollarization and loans and deposit data obtained from the SBS is limited to the banking operations of
Peruvian banks, including any foreign branches and representative offices of Peruvian banks. However, such SBS
information excludes all Peruvian and foreign subsidiaries of Peruvian banks. Therefore, it excludes the operations
of the Bank's subsidiaries, including Continental Bolsa Sociedad Agente de Bolsa S.A. ("Continental Bolsa"),
BBVA Asset Management Continental S.A. Sociedad Administradora de Fondos ("Continental Fondos"),
Continental Sociedad Titulizadora S.A. ("Continental Titulizadora") and Inmuebles y Recuperaciones Continental
S.A. ("IRCSA"). The Bank believes that the information from these sources is reliable, but cannot assure you as to
the accuracy and completeness of such information. Similarly, internal reports and studies, estimates and market
research, while believed to be reliable and accurately extracted by the Bank for the purposes of this offering circular,
have not been independently verified. The Bank takes responsibility for the correct reproduction and extraction of
this information.
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