Bond Banco Crédito Perú S.A. 4.25% ( USP0956JCG87 ) in USD

Issuer Banco Crédito Perú S.A.
Market price 100 %  ▲ 
Country  Peru
ISIN code  USP0956JCG87 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 31/03/2023 - Bond has expired



Prospectus brochure of the bond Banco de Credito del Peru S.A USP0956JCG87 in USD 4.25%, expired


Minimal amount 10 000 USD
Total amount 350 000 000 USD
Cusip P0956JCG8
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description Banco de Credito del Peru S.A. (BCP) is Peru's largest bank by assets, offering a wide range of financial services including retail banking, corporate banking, investment banking, and insurance, operating domestically and internationally.

The Bond issued by Banco Crédito Perú S.A. ( Peru ) , in USD, with the ISIN code USP0956JCG87, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2023
The Bond issued by Banco Crédito Perú S.A. ( Peru ) , in USD, with the ISIN code USP0956JCG87, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







OFFERING MEMORANDUM

U.S.$716,301,000

Banco de Crédito del Perú
4.250% SENIOR NOTES DUE 2023

We, Banco de Crédito del Perú, or BCP, a commercial bank organized and existing under the laws of the Republic of Peru issued U.S.$716,301,000 aggregate principal
amount of senior notes due 2023, or the notes. An aggregte principal amount of U.S.$350 million of the notes was offered for cash, or the cash offer, and the remaining
U.S.$366,301,000 aggregate principal amount was offered in exchange for our outstanding 4.75% Senior Notes due 2016, or the exchange offer. The notes will mature
on April 1, 2023. The notes will bear interest of 4.250% per year. Interest is payable on April 1 and October 1 of each year, commencing on October 1, 2013.
Through the exchange offer, we offered eligible holders the opportunity to exchange up to U.S.$350 million aggregate principal amount, or the maximum tender amount,
of our outstanding 4.75% Senior Notes due 2016, or the existing notes, for newly issued 4.25% Senior Notes due 2023, or the new notes, upon the terms and subject to
the conditions set forth in this offering memorandum (as it may be supplemented and amended from time to time,), and the related letter of transmittal (as it may be
supplemented and amended from time to time). The exchange offer expired at midnight, New York City time, on April 19, 2013. Holders who validly tendered and did
not validly withdraw existing notes for exchange by 5:00 pm, New York City time, on April 5, 2013, received the total exchange price (as described herein). Holders who
validly tendered and did not validly withdraw existing notes for exchange after the early exchange date, but at or prior to the expiration date, received the exchange price
(as described herein), which does not include the early participation payment. The notes and the new notes are fully fungible.
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 then 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 are entitled to redeem the notes, in whole, or in part, from time to time, at a redemption price equal to the greater of (1) 100%
of the principal amount of the notes on such redemption date and (2) the "make whole" amount set forth in this offering memorandum, plus, in each case, any accrued
and unpaid interest, if any, up to, but not including, the date of redemption. See "Description of the Notes--Redemption Prior to Maturity--Optional Redemption."
The notes are 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 preferred by statute. The notes are structurally subordinated to the existing and future obligations of our subsidiaries, including trade payables. They are not
guaranteed by our parent company or any of our subsidiaries. See "Regulatory Enviroment ­ Intervention by the SBS and Liquidation."
For a more detailed description of the notes, see "Description of the Notes" beginning on page 107.
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 12.

Price: 99.196% and accrued interest, if any, from April 1, 2013.

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" beginning on page 130. We have
registered the notes and this offering memorandum with the Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores, or "SMV").
In Peru, this offering will be considered 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 (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 is a prospectus for the purpose of Luxembourg law on Prospectuses for Securities of July 10, 2005, as amended.
Citigroup Global Markets, Inc. and J.P. Morgan Securities LLC delivered the notes from the cash offer to purchasers in book-entry form on April
1,2013.
Joint Book-Runners
Citigroup
J.P. Morgan
Joint Lead Managers
BCP Capital
Citigroup
J.P. Morgan
Local Placement Agent
Credibolsa
Offering Memorandum dated June 14, 2013





TABLE OF CONTENTS

Page
Page
Notice to New Hampshire Residents ....................... iii
Selected Statistical and Other Information ..............59
Notice to Residents of Peru ..................................... iii
Business ...................................................................79
Enforceability of Civil Liabilities .............................iv
Regulatory Environment ..........................................97
Market and Industry Information ............................... v
Management ..........................................................106
Cautionary Statements Regarding Forward-
Ownership ..............................................................112
Looking Statements ............................................. v
Related-Party Transactions ....................................113
Presentation of Financial Information .................... vii
Description of the Notes ........................................115
Summary.................................................................... 1
Benefit Plan Considerations ...................................129
The Offering .............................................................. 4
Taxation .................................................................130
Summary Financial Information ................................ 9
Plan of Distribution ................................................134
Risk Factors ............................................................. 18
Notice to Investors .................................................140
Use of Proceeds ....................................................... 31
Legal Matters .........................................................143
Capitalization ........................................................... 32
Listing and General Information ............................143
Exchange Rates ....................................................... 33
Independent Accountants .......................................144
Selected Financial Information ................................ 34
Available Information ............................................144
Management's Discussion and Analysis of
Index to Financial Statements ............................... F-1
Financial Condition and Results of Operations.. 38
Appendix A ­ Accounting Practices ..................... A-1



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
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.

i




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. Citigroup Global Markets, Inc. and J.P. Morgan Securities
LLC 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 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" 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
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 applicable Peruvian law. 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.

ii




See "Risk Factors," following "Summary," 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 are available initially only in book-entry form. The notes offered and sold in the United States to
QIBs in reliance upon Rule 144A are represented by beneficial interests in a permanent global note in fully
registered form without interest coupons, or 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 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 have been deposited with The Depository Trust Company. Notes shall be
issued in minimum denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof. See
"Description of the Notes" for further discussion of these matters.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES 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 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 RESIDENTS OF PERU
IN PERU, THIS OFFERING WILL BE CONSIDERED 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 MEMORANDUM HAVE BEEN REGISTERED
WITH THE SMV IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN
NUMERAL IV OF THE SECOND SECTION OF THE MANUAL FOR COMPLIANCE
WITH THE APPLICABLE REQUIREMENTS FOR INITIAL PUBLIC OFFERINGS, AS
SET FORTH UNDER SMV RESOLUTION NO. 004-2011- EF/94.01.1, PURSUANT TO
CONASEV RESOLUTION NO. 079 2008-EF/94.01.1, APPLICABLE TO U.S.
OFFERINGS IN RELIANCE OF RULE 144A UNDER THE SECURITIES ACT WITH A
LOCAL PERUVIAN COMPONENT.
iii




THE NOTES OFFERED HEREBY ARE SUBJECT TO TRANSFER AND RESALE
RESTRICTIONS AND MAY NOT BE TRANSFERRED OR RESOLD IN PERU
EXCEPT AS PERMITTED UNDER CONASEV RESOLUTION NO. 079-2008-EF/94.01.1,
AS AMENDED.
THE NOTES HAVE BEEN PROVISIONALLY REGISTERED WITH THE
FOREIGN INVESTMENT AND DERIVATIVES INSTRUMENTS REGISTRY
(REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE OPERACIONES DE
COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS, IN ORDER TO MAKE THE
NOTES ELIGIBLE FOR PERUVIAN PENSION FUND INVESTMENT, AS REQUIRED
BY PERUVIAN LEGISLATION. THIS REGISTRATION WAS PROVISIONALLY
APPROVED, AND DEFINITIVE REGISTRATION IS CONDITIONED ON THE
DELIVERY OF THE FINAL OFFERING MEMORANDUM AND OTHER ANCILLARY
DOCUMENTS TO THE SBS.
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 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:
(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.
iv




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 Abogados, our Peruvian counsel, that in the absence of such
treaty, the requirements listed above need to be fulfilled for the recognition of a foreign judgment in Peru and 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 have designated National Registered Agents, Inc. as our agent
upon whom process may be served in connection with any proceedings in New York.
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 Superintendencia de Banca, Seguros y Administradoras Privadas
de Fondos de Pensiones (the Superintendency of Banks, Insurance and Private Pension Fund Administrators, or the
"SBS"), and industry publications. Market share, deposit and other data obtained from the SBS is limited to the
banking operations of Peruvian banks, including any 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 all Peruvian and foreign subsidiaries of
Peruvian banks. Therefore, the SBS information as it relates to us excludes the operations of our Bolivian
subsidiary, Banco de Crédito de Bolivia, as well as our Peruvian subsidiaries, including Crédito Leasing S.A. (up to
June 30, 2009, prior to the merger with BCP), Credifondo Sociedad Administradora de Fondos Mutuos de Inversión
de Valores, or "Credifondo" (up to October 31, 2012, prior to the spin off described below), Credibolsa Sociedad
Agente de Bolsa (up to October 31, 2012, prior to the spin off described below), or "Credibolsa", Creditítulos
Sociedad Titulizadora S.A. (up to October 31, 2012, prior to the spin off described below), or "Creditítulos" and
Empresa Financiera Edyficar, or "Financiera Edyficar." Credifondo, Credibolsa and Creditítulos were spun-off to
our parent company during the fourth quarter of 2012 and are no longer our subsidiaries. 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.
CAUTIONARY STATEMENTS 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;
v




· 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 in Peru, devaluation or revaluation of the Nuevo 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
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.
vi




PRESENTATION OF FINANCIAL INFORMATION
Our annual consolidated financial statements as of December 31, 2011 and 2012 and for the years ended
December 31, 2010, 2011 and 2012 included herein (the "annual consolidated financial statements") and our
unaudited interim consolidated financial statements as of March 31, 2013 and for the three-month periods ended
March 31, 2013 and 2012 (the "unaudited interim consolidated 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." Peruvian GAAP differs in certain significant
respects from International Financial Reporting Standards, or "IFRS," as adopted by the International Accounting
Standards Board, or "IASB," and United States generally accepted accounting principles, or "U.S. 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 have been audited by Medina, Zaldívar, Paredes & Asociados, a
member firm of Ernst & Young Global, or "MZP." See MZP's report dated February 26, 2013 included in this
offering memorandum. Unless otherwise indicated, the financial information presented herein is based upon the
annual consolidated financial statements.
Unless otherwise specified, in accordance with Peruvian GAAP, the annual consolidated financial statements
and other financial information contained in this offering memorandum are presented in consolidated form.
Consolidation principles under both Peruvian GAAP and IFRS, 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 and IFRS, 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/.," "Nuevo
Sol" or "Nuevos Soles" are to Peruvian Nuevos Soles.
For the convenience of the reader, this offering memorandum presents translations of certain Nuevo Sol
amounts into U.S. dollars at specified rates, or the S/./$ exchange rate. Any data as of and for the period ended
December 31, 2012 and as of and for the three-month period ended March 31, 2013 has been translated from
Nuevos Soles into U.S. dollars at a rate of S/.2.550 = U.S.$1.00 (the December 31, 2012 exchange rate as published
by the SBS).
No representation is made that the Nuevo 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 Nuevos 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 Years Ended
December 31, 2010, 2011 and 2012."
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.

vii




SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the detailed
information and the annual consolidated 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, based upon 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 Crédito S.A., a wholly owned-subsidiary domiciled in Peru,
97.66% of our capital stock. Mr. Dionisio Romero Paoletti, our Chairman and President, is the Chairman and Chief
Executive Officer of Credicorp. Members of the Romero family hold 14.24% of Credicorp's common shares. We
are listed and our common shares are traded on the Lima Stock Exchange. As of December 31, 2012, 2.34% of our
common stock was publicly held.
We have the leading banking franchise in Peru, including commercial and retail. We acquired Empresa
Financiera Edyficar, or "Financiera Edyficar" (microfinance) in October 2009 as part of our strategy of increasing
our presence in underbanked segments. As of December 31, 2012, Financiera Edyficar, which specializes in
providing financial services to lower-income people as well as micro-lending, represented 6.9% of our net income
and 3.1% of our total assets. As of December 31, 2012, our subsidiary Banco de Crédito de Bolivia, or "BCB," was
the fifth-largest bank in Bolivia in terms of assets, fifth-largest in terms of total deposits, and the third-largest based
on total loans. BCB represented 4.1% of our net income and 4.1% of our total assets as of December 31, 2012. We
also have an agency in Miami and a branch in Panama.
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 December 31, 2012, and excluding
Financiera Edyficar, we had the largest branch and second-largest automated teller machine, or "ATM," network
among banks in Peru with 365 domestic branches and agencies, including 241 in Lima and the adjoining city of
Callao. We also had 1,844 ATMs and 5,712 BCP Agents, a form of automated teller service, as of December 31,
2012. Additionally, as of December 31, 2012, Financiera Edyficar had 163 branches.
As of December 31, 2012, on an unconsolidated basis and including Edyficar, we were the largest financial
institution in Peru in terms of total assets of S/.85.1 billion (or U.S.$33.4 billion), total net direct loans of S/.48.8
billion (or U.S.$19.1 billion), total deposits of S/.55.8 billion (or U.S.$21.9 billion), and shareholders' equity of
S/.7.4 billion (or U.S.$2.9 billion), according to figures published by the SBS. As of December 31, 2012, our direct
loans and deposits represented 30.0% and 30.6%, respectively, of the entire Peruvian financial system, according to
the SBS. Given our relatively higher concentration on corporate clients, of our total loans and deposits, 54.5% and
43.6%, respectively, were denominated in U.S. dollars as compared to 43.2% and 35.7%, respectively, for the entire
Peruvian financial system. As of December 31, 2012, our unconsolidated capital adequacy ratio was 14.7%
(compared to the minimum regulatory capital requirement of 10.0%), and our net income for 2012 was S/.1.5 billion
(or U.S.$587.3 million).
Our extensive retail network, strong reputation and brand recognition allow us to benefit from a diversified and
stable deposit base. According to unconsolidated figures published by the SBS that include Edyficar, we have one of
the highest core-deposit ratios (i.e., demand deposits plus savings and CTS deposits (severance indemnity deposits)
to total deposits (i.e., time deposits plus core deposits)) in the Peruvian financial system, which as of December 31,
2012, stood at 66.2% compared to the average ratio of the system of 57.9%. We have historically focused on our
core lending activities as a major source of income. As of December 31, 2012, our ratios of loans to total assets and
loans to total deposits were 56.5% and 87.8%, respectively.
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We believe that we have a strong competitive position due to the diversity and size of our customer portfolio,
our extensive relationships with prominent corporate clients in Peru, our widespread branch network, our low-cost
funding structure, our high level of investment in technology and the experience and professionalism of our
management.
During the years 2011 and 2012, Credicorp followed a strategy aimed to establishing a subsidiary (that will
operate independently from BCP) engaged in financial advisory activities, asset management and investment
banking at a regional scale and primarily focused on the Latin American Integrated Market (Mercado Integrado
Latinoamericano, or "MILA"). MILA comprises the main stock exchanges of Peru, Chile and Colombia.
For this purpose, during 2012, BCP acquired a majority interest in Correval S.A. Sociedad Comisionista de
Bolsa, ("Correval") one of the market leaders in the Colombian brokerage services industry; and Inversiones IM
Trust S.A. ("IM Trust"), a Chilean brokerage and financial services company. Both companies will then be
transferred to a new holding entity, a subsidiary of Credicorp.
As of the date of this offering memorandum, IM Trust has been sold at its acquisition cost to Credicorp
Investments, a wholly-owned subsidiary of Credicorp, and Correval's sale is pending of approval from Colombian
regulatory authorities. Correval is currently classified as a discontinued operation in our financial statements (see
note 3 (a) (iii) to the annual consolidated financial statements) and is expected to be sold at its acquisition value.
Additionally, certain of our former local subsidiaries including Credifondo, Credibolsa, Credititulos and BCP's
investment banking division were spun off and acquired by BCP Capital S.A.A., a wholly-owned subsidiary of our
parent company Credicorp through Grupo Crédito. We expect that at the end of this reorganization, BCP Capital, IM
Trust and Correval will be subsidiaries of Credicorp Investments.
Our operations, including those of Financiera Edyficar, are supervised and regulated by the SBS and the Banco
Central de Reserva del Perú (the Central Bank, or the "BCRP"). The operations of our Panamanian branch are
supervised and regulated by the SBS and the Superintendencia de Bancos de la República de Panamá (the
Panamanian Superintendency of Banks, or the "PSB") and we hold an international banking license issued by the
PSB. Our agency in Miami is regulated by the Federal Reserve System and by the Florida Office of Financial
Regulation. In addition, the operations of our subsidiary in Bolivia are regulated by the Autoridad de Supervision
del Sistema Financiero (the Supervising Authority of the Financial System, or the "ASFI").
Strategy
Our strategy is to continue:
· diversifying our client base by developing under-banked segments, which include small companies and
low-income individuals, through specially tailored loans, such as microfinance loans, and cash management
products and services, and by introducing more efficient distribution channels that respond to our clients'
needs while maintaining our high-quality standards;
· developing and growing our retail banking business by expanding our distribution network and increasing
bank penetration along with a strengthening of credit scoring, collection, distribution, cross selling and
commercial intelligence processes;
· improving profitability through productivity enhancement, control of operating costs and more aggressive
use of electronic distribution channels;
· maintaining the stability of our net income and further strengthening our balance sheet and our capital
structure in order to establish a strong capital base to support future growth; and
· improving our comprehensive approach to risk management, with a focus on assessing credit risk, market
risk, operational risk and reputational risk.

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Document Outline