Bond Banco Crédito Perú S.A. 6.875% ( USP09646AD58 ) in USD

Banco Crédito Perú S.A.

100.56 % ⇌

Peru

USP09646AD58 ( in USD )

6.875% per year ( payment 2 times a year)

15/09/2026

Prospectus brochure of the bond Banco de Credito del Peru S.A USP09646AD58 en USD 6.875%, maturity 15/09/2026

10 000 USD

350 000 000 USD

P09646AD5

BB+ ( Non-investment grade speculative )

N/A

16/03/2026 ( In 37 days )

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 USP09646AD58, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/09/2026
The Bond issued by Banco Crédito Perú S.A. ( Peru ) , in USD, with the ISIN code USP09646AD58, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

LUXEMBOURG LISTING OFFERING MEMORANDUM
U.S.$476,120,000

Banco de Crédito del Perú
acting through our Panamanian branch
6.875% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2026

We, Banco de Crédito del Perú, or BCP, a commercial bank organized and existing under the laws of the Republic of Peru, acting through our Panamanian branch, are
listing U.S.$476,120,000 aggregate principal amount of fixed-to-floating rate subordinated notes due 2026, or the notes. The notes will mature on September 16, 2026.
The notes will bear interest of 6.875% per year to, but excluding September 16, 2021 and from September 16, 2021 at a floating rate of three-month LIBOR plus
7.708% per year. Interest will be payable on March 16 and September 16 of each year, commencing on March 16, 2012 until September 16, 2021, and quarterly on
each March 16, June 16, September 16 and December 16 thereafter.
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, the Republic of Panama
or other then applicable jurisdictions, subject to certain exceptions. See "Description of the Notes--Payment of Additional Amounts." With the prior approval of the
Peruvian Superintendencia de Banca, Seguros y AFPs (Superintendency of Banks, Insurance and Private Pension Fund Administrators, or the "SBS"), or other then
applicable Peruvian governmental authority, if then required, we may redeem the notes, in whole or in part, on September 16, 2016 or on any date occurring thereafter
until September 16, 2021, by paying the greater of the outstanding principal amount of the notes and the "make-whole" amount set forth in this offering memorandum.
With the prior approval of the SBS, or other then applicable Peruvian governmental authority, if then required, we may also redeem the notes, in whole or in part, on
September 16, 2021 or on any interest payment date occurring thereafter at a redemption price equal to 100% of the principal amount of the notes on such redemption
date. Following the occurrence of certain changes in Peruvian, Panamanian or other then applicable tax laws or regulations or regulatory events under Peruvian laws,
with the prior approval of the SBS, or other then applicable Peruvian governmental authority, if then required, we may redeem the notes in whole, but not in part, at a
redemption price equal to 101% of the principal amount of the notes on such redemption date in the case of a redemption following a change in tax law, and at a
redemption price equal to the "make-whole" amount set forth in this offering memorandum, in the case of a redemption following a regulatory event. See "Description
of the Notes--Redemption Prior to Maturity."
The notes will be our direct, unsecured, subordinated obligations and will rank pari passu without preference among themselves. In the event of our bankruptcy,
liquidation or dissolution under Peruvian Banking law, the notes will rank junior in right of payment to the payment of all of our Senior Obligations, pari passu in right
of payment with our Parity Securities, and senior in right of payment to our Junior Securities. The terms "Senior Obligations," "Parity Securities" and "Junior
Securities" are defined under "Description of the Notes--Certain Definitions." 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.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 118.
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." This offering memorandum constitutes a prospectus for the purposes of Luxembourg Law dated July 10,
2005, on Prospectuses for Securities.

Investing in the notes involves risks. See "Risk Factors" beginning on page 14.

Price: 100% and accrued interest, if any, from September 16, 2011.

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 145.
The notes have not been registered in the Republic of Peru or the Republic of Panama. The notes (or beneficial interests therein) may not be offered or sold in Peru or
Panama except in compliance with the securities laws thereof. The notes do not have the benefit of bank deposit insurance under the laws of Peru, Panama, the United
States or any other jurisdiction.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC delivered the notes to purchasers in book-entry form on September 16, 2011.

Joint Book-Running Managers
BofA Merrill Lynch
Morgan Stanley
Peruvian Placement Agent
Credibolsa

November 15, 2011

TABLE OF CONTENTS

Page Page
Notice to New Hampshire Residents ....................... iii
Business .................................................................. 77
Enforceability of Civil Liabilities ............................ iii
Regulatory Environment......................................... 98
Market and Industry Information...............................v
Management ......................................................... 109
Cautionary Statements Regarding Forward-Looking
Ownership............................................................. 115
Statements............................................................v
Related-Party Transactions ................................... 116
Presentation of Financial Information .................... vii
Description of the Notes ....................................... 118
Summary....................................................................1
Benefit Plan Considerations.................................. 135
The Offering ..............................................................4
Taxation ................................................................ 136
Summary Financial Information..............................10
Plan of Distribution............................................... 140
Risk Factors .............................................................14
Notice to Investors................................................ 145
Use of Proceeds .......................................................27
Legal Matters ........................................................ 148
Capitalization...........................................................28
Listing and General Information........................... 148
Exchange Rates .......................................................29
Independent Accountants...................................... 149
Selected Financial Information................................30
Available Information........................................... 149
Management's Discussion and Analysis of
Index to Financial Statements............................... F-1
Financial Condition and Results of Operations .34
Appendix A Accounting Practices..................... A-1
Selected Statistical and Other Information ..............57

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 acting through our
Panamanian branch, 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 and
Morgan Stanley & Co. LLC will act as initial purchasers with respect to the offering of the notes. This offering
i

memorandum does not constitute an offer to any other person or to the public in general to subscribe for or
otherwise acquire 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,
Panamanian 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. 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," 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
ii

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 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 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. 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.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a commercial bank organized and existing under the laws of Peru, and we will issue the notes through
our Panamanian branch. 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
Panama or to enforce against them in the courts of jurisdictions other than Peru or Panama 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;
iii

(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 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.
We will issue the notes through our Panamanian branch. There is no existing treaty between the United States
and Panama for the reciprocal enforcement of foreign judgments of courts outside Panama, including but not limited
to, judgments of United States courts. We have been advised by Arias, Alemán & Mora, our Panamanian counsel,
that judgments rendered by foreign courts may only be recognized and enforced by the courts of Panama in the
event that the Supreme Court of Panama validates such judgment by the issuance of a writ of exequatur. Subject to
a writ of exequatur, any final judgment rendered by any New York Court will be recognized, conclusive and
enforceable in the courts of Panama without reconsideration of the merits, provided that:
(i)
such foreign court grants reciprocity to the enforcement of judgments of courts of Panama;
(ii)
the party against which the judgment was rendered, was personally served (service by mail not being
sufficient) in such action within such foreign jurisdiction;
(iii)
the judgment arises out of a personal action against the defendant;
(iv)
the obligation in respect of which the judgment was rendered is lawful in Panama and does not
contradict the public policy of Panama;
(v)
the judgment is properly authenticated by diplomatic or consular officers of Panama or pursuant to the
1961 Hague Convention on the legalization of documents; and
(vi)
a copy of the final judgment is translated into Spanish by a licensed translator in Panama.
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 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," Credibolsa Sociedad Agente de Bolsa, or "Credibolsa," and Empresa Financiera
Edyficar, or "Financiera Edyficar." 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;
·
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;
v

·
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 consolidated financial statements as of December 31, 2009 and 2010 and for the years ended December 31,
2008, 2009 and 2010, or the annual audited consolidated financial statements, and as of June 30, 2011 and for the
six months ended June 30, 2010 and 2011 included herein, or the interim unaudited consolidated financial
statements (and together with the annual audited 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." 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 22, 2011 included in this
offering memorandum. The interim consolidated financial statements have not been audited but have undergone a
limited review by MZP in accordance with the International Standard on Review Engagements No. 2410 as
specified by the International Federation of Accountants. See the unaudited 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 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 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 in U.S. dollars derived from the
financial statements have been translated from Nuevos Soles to U.S. dollars as follows:
·
data as of and for the period ended December 31, 2010 have been translated from Nuevos Soles into U.S.
dollars at a rate of S/.2.809 = U.S.$1.00 (the December 31, 2010 exchange rate as published by the SBS);
and
·
data as of and for the period ended June 30, 2011 have been translated from Nuevos Soles into U.S. dollars
at a rate of S/.2.749 = U.S.$1.00 (the June 30, 2011 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 Six Months Ended
June 30, 2010 and 2011" and "--Results of Operations for the Years Ended December 31, 2008, 2009 and 2010."
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 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,
97.60% 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 15.00% of Credicorp's common shares. We
are listed and our common shares are traded on the Lima Stock Exchange. As of June 30, 2011, 2.40% of our
common stock was publicly held.
We have the leading banking franchise in Peru, including commercial, retail and investment banking. Our
corporate structure includes a group of local subsidiaries offering, among others, specialized financial services that
complement our commercial banking activities. These subsidiaries include Credifondo Sociedad Administradora de
Fondos Mutuos de Inversión de Valores, or "Credifondo" (mutual funds), Credibolsa Sociedad Agente de Bolsa, or
"Credibolsa" (brokerage) and Empresa Financiera Edyficar, or "Financiera Edyficar" (microfinance). We acquired
Financiera Edyficar in October 2009 as part of our strategy of increasing our presence in underbanked segments. As
of June 30, 2011, Financiera Edyficar, which specializes in providing financial services to lower-income people as
well as micro-lending, represented 0.6% of our net income and 1.8% of our total assets. As of June 30, 2011, our
subsidiary Banco de Crédito de Bolivia, or "BCB," was the fourth-largest bank in Bolivia in terms of assets and total
deposits and the third-largest based on total loans. BCB represented 0.6% of our net income and 4.3% of our total
assets as of June 30, 2011. 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 June 30, 2011, and excluding
Financiera Edyficar, we had the largest branch and second-largest automated teller machine, or "ATM," network
among banks in Peru with 335 domestic branches and agencies, including 216 in Lima and the adjoining city of
Callao. We also had 1,309 ATMs and 4,098 BCP Agents, a form of automated teller service, as of June 30, 2011.
Additionally, as of June 30, 2011, Financiera Edyficar had 103 branches, including 24 in Lima and Callao.
As of June 30, 2011, on an unconsolidated basis according to figures published by the SBS, we were the largest
bank in Peru in terms of total assets of S/.68.4 billion (or U.S.$24.9 billion), total net direct loans of S/.39.7 billion
(or U.S.$14.4 billion), total deposits of S/.44.7 billion (or U.S.$16.3 billion), and shareholders equity of S/.5.6
billion (or U.S.$2.0 billion). According to the SBS, as of June 30, 2011, our direct loans and deposits represented
35.1% and 35.8%, respectively, of the entire Peruvian banking system. Given our relatively higher concentration on
corporate clients, of our total loans and deposits, 61.0% and 52.9%, respectively, were denominated in U.S. dollars
as compared to 52.1% and 49.9%, respectively, for the entire Peruvian banking system. As of June 30, 2011, our
unconsolidated capital adequacy ratio was 13.5% (compared to the minimum regulatory capital requirement of
9.8%), and our net income for the first six months of 2011 was S/.686.8 million (or U.S.$249.8 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, 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 banking sector, which as of December 31, 2010, stood at
62.2% compared to the average ratio of the sector of 53.6%. We have historically focused on our core lending
activities as a major source of income. As of June 30, 2011, our core-deposit ratio to total deposits was 68.5%,
compared to an average ratio of the sector of 57.6%, and our ratios of loans to total assets and loans to total deposits
were 58.1% and 88.8%, 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.
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.

We believe we have been a pioneer in the Peruvian financial system, offering innovative financing solutions for
the local market. Furthermore, we believe we have been able to deliver cost-competitive products with high levels
of service and quality, due to our broad deposit base and our efficient operating cost structure.
We expect to continue, through a combination of organic growth and selective acquisitions, our strategy of
expanding our retail banking business, which is characterized by higher margins. This strategy will allow us to
continue to grow in segments in which BCP has a below-average market share due to our historic focus on the
corporate segment.
We will continue to expand our branch network by establishing new offices in under-banked areas of Lima and
Peru in general, where we expect demand for banking services to grow quickly. Excluding Financiera Edyficar and
Banco de Crédito de Bolivia, the number of our branches increased from 207 as of December 31, 2004, to 337 as of
June 30, 2011, including our branch in Panama and our agency in Miami, and the number of ATMs increased from
1,159 as of December 31, 2010 to 1,309 as of June 30, 2011 as reported by the SBS. We intend to continue to focus
on serving historically under-banked sectors in the main metropolitan areas of Peru as well as on lending to small
and micro-businesses. Our management expects these segments to continue growing at above average rates. Also,
we expect our distribution network to further increase efficiencies, resulting in higher profitability.
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