Obligation Bogotá Bank S.A. 5.375% ( US059514AB51 ) en USD

Bogotá Bank S.A.

100 % ▼

Colombie

US059514AB51 ( en USD )

5.375% par an ( paiement semestriel )

19/02/2023 - Obligation échue

Prospectus brochure de l'obligation BANCO DE BOGOTA S.A US059514AB51 en USD 5.375%, échue

Banco de Bogotá S.A. est une grande institution financière colombienne offrant une large gamme de services bancaires aux particuliers et aux entreprises, tant au niveau national qu'international.

L'Obligation émise par Bogotá Bank S.A. ( Colombie ) , en USD, avec le code ISIN US059514AB51, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/02/2023

OFFERING MEMORANDUM
CONFIDENTIAL
U.S.$500,000,000
8FEB201315140525
Banco de Bogot´
a S.A.
(Incorporated in the Republic of Colombia)
5.375% Subordinated Notes due 2023
We are offering U.S.$500,000,000 aggregate principal amount of our 5.375% subordinated notes
due 2023. The notes will mature on February 19, 2023. The notes will accrue interest at a rate of
5.375% per year, payable semi-annually in arrears on February 19 and August 19 of each year,
commencing on August 19, 2013.
The notes will be our subordinated unsecured obligations, and will rank pari passu in right of
payment with all of our existing and future subordinated unsecured indebtedness (other than certain
liabilities preferred by statute or by operation of law). The notes will not be guaranteed by our
subsidiaries and will not be entitled to any sinking fund.
Application will be made to list the notes on the official list of the Luxembourg Stock Exchange
for trading on the Euro MTF market. Currently, there is no market for the notes.
Investing in the notes involves risks. See ``Risk Factors'' beginning on page 29 for
a discussion of certain risks that you should consider in connection with an
investment in the notes.
Issue price: 100.0% plus accrued interest, if any, from February 19, 2013.
The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended, or the ``Securities Act,'' or the securities laws of any other jurisdiction. The notes are being
offered or sold only to (1) qualified institutional buyers, as defined in Rule 144A under the Securities
Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the
Securities Act.
The notes have been automatically registered with the Colombian National Registry of Securities
and Issuers (Registro Nacional de Valores y Emisores). Registration does not constitute an opinion of the
Colombian Superintendency of Finance (Superintendencia Financiera de Colombia) as to approval of the
quality of the notes or our solvency. The notes may not be publicly offered or sold in the Republic of
Colombia, or ``Colombia.''
The delivery of the notes is expected to be made to investors in book-entry form through the
facilities of The Depository Trust Company, for the accounts of its direct and indirect participants,
including Euroclear Bank S.A./N.V., or ``Euroclear,'' and Clearstream Banking, soci´et´e anonyme,
Luxembourg, or ``Clearstream,'' on or about February 19, 2013.
Joint Book-Running Managers
Citi
HSBC
J.P. Morgan
The date of this offering memorandum is February 11, 2013.

TABLE OF CONTENTS

Page
Presentation of Financial and Other Information ........................................................................................................... v
Forward-Looking Statements .................................................................................................................................... viii
Enforcement of Judgments ............................................................................................................................................ x
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 29
Exchange Rates and Foreign Exchange Controls ........................................................................................................ 50
Use of Proceeds ........................................................................................................................................................... 53
Capitalization ............................................................................................................................................................... 54
Selected Financial and Operating Data ........................................................................................................................ 56
Selected Statistical Data .............................................................................................................................................. 60
Management's Discussion and Analysis of Financial Condition and Results of Operations .................................... 105
Industry ...................................................................................................................................................................... 184
Business ..................................................................................................................................................................... 195
Supervision and Regulation ....................................................................................................................................... 240
Management .............................................................................................................................................................. 261
Principal Shareholder ................................................................................................................................................ 267
Related Party Transactions ........................................................................................................................................ 268
Description of the Notes ............................................................................................................................................ 272
Tax Considerations .................................................................................................................................................... 289
Plan of Distribution ................................................................................................................................................... 292
Transfer Restrictions .................................................................................................................................................. 296
Listing and General Information................................................................................................................................ 298
Validity of the Notes .................................................................................................................................................. 299
Independent Auditors ................................................................................................................................................ 299
Index to Financial Statements .................................................................................................................................... F-1
Appendix A Summary of Certain Differences Between Colombian Banking GAAP and U.S. GAAP ................ A-1

We have not, and Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan
Securities LLC (together, the "initial purchasers") have not, authorized any other person to provide you with
information other than this offering memorandum. Neither Banco de Bogotá (as defined below) nor the initial
purchasers are making an offer to sell or soliciting an offer to buy the notes in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this offering
memorandum is accurate as of the date on the front cover of this offering memorandum only. Our business,
properties, results of operations or financial condition may have changed since that date. Neither the delivery
of this offering memorandum nor any sale made hereunder will under any circumstances imply that the
information herein is correct as of any date subsequent to the date on the cover of this offering memorandum.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the notes described in this offering memorandum. This offering memorandum is personal to each offeree and does
not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire notes.
Distribution of this offering memorandum to any person other than the prospective investor and any person retained
to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its
contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this
offering memorandum, agrees to the foregoing.
By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors or
employees will copy, reproduce or distribute to others this offering memorandum, in whole or in part, at any time
without the prior written consent of Banco de Bogotá, and that it will keep permanently confidential all information
contained herein or otherwise obtained from Banco de Bogotá, and will use this offering memorandum for the sole
purpose of evaluating a possible acquisition of the notes and no other purpose.
i

None of the U.S. Securities and Exchange Commission, or the "SEC," any U.S. state securities commission or
any other regulatory authority has approved or disapproved the notes or passed upon or endorsed the merits of this
offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense in the United States.
The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. See "Transfer Restrictions."
Prospective investors are not to construe the contents of this offering memorandum, or any prior or subsequent
communications from Banco de Bogotá or other professionals associated with the offering, as legal, tax or business
advice. Each prospective investor should consult its own attorney and business advisor as to the legal, business, tax
and related matters concerning this investment. The initial purchasers are not acting as your advisors or agents. Prior
to entering into any transaction, you should determine, without reliance upon the initial purchasers or their affiliates,
the economic risks and merits, as well as the legal, tax and accounting characterizations and consequences of the
transaction, and independently determine that you are able to assume these risks. In this regard, by acceptance of
these materials, you acknowledge that you have been advised that (1) the initial purchasers are not in the business of
providing legal, tax or accounting advice, (2) you understand that there may be legal, tax or accounting risks
associated with the transaction, (3) you should receive legal, tax and accounting advice from advisors with
appropriate expertise to assess relevant risks, and (4) you should apprise senior management in your organization as
to the legal, tax and accounting advice (and, if applicable, risks) associated with this transaction and the initial
purchasers' disclaimers as to these matters.
This offering memorandum contains summaries of the notes and of certain documents, agreements and opinions
relating to this offering. Reference is hereby made to the actual documents for complete information concerning the
rights and obligations of the parties thereto.
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
ANNOTATED, ("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 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.
ii

Available information
Banco de Bogotá is a corporation (sociedad anónima) organized under the laws of Colombia. Our principal
executive offices are located at Calle 36 No. 7-47, Bogotá, Colombia, and our telephone number at that address is
+57 1 332 0032. Our website is http://www.bancodebogota.com.
Banco de Bogotá is a Colombian issuer of securities registered with the National Registry of Shares and Issuers
(Registro Nacional de Valores y Emisores) and is subject to oversight by the Superintendency of Finance (as defined
below). Our common shares are traded on the Colombian Stock Exchange (Bolsa de Valores de Colombia) under
the symbol "BBO." Accordingly, we are currently required to file quarterly and annual reports in Spanish and issue
notices of material events (información relevante) to the Superintendency of Finance and the Colombian Stock
Exchange. All such reports and notices are available at http://www.superfinanciera.gov.co and
http://www.bvc.com.co.
Our parent, Grupo Aval (as defined below), is subject to the information requirements of the U.S. Securities
Exchange Act of 1934, as amended, or the "Exchange Act," applicable to foreign private issuers, and accordingly,
files or furnishes reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with
the SEC, which may include information pertaining to us. You may read and copy any documents filed by Grupo
Aval at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for further information on the public reference room. Grupo Aval's filings with the SEC are also
available to the public through the SEC's website at http://www.sec.gov.
These reports and notices and any information contained in, or accessible through, our website or any other
website referred to in this offering memorandum are not incorporated by reference in, and do not constitute a part of,
this offering memorandum.
For as long as any notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities
Act, we will, during any period in which we are neither subject to Section 13 or Section 15(d) of the Exchange Act
nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such
restricted securities or to any prospective purchaser or subscriber of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser or subscriber,
the information required to be delivered to such persons pursuant to Rule 144(d)(4) under the Securities Act (or any
successor provision thereto).
Definitions
In this offering memorandum, unless otherwise indicated or the context otherwise requires, the terms:
· "Banco de Bogotá," the "bank," "we," "us," "our" and "our company" mean Banco de Bogotá S.A. and its
consolidated subsidiaries;
· "Grupo Aval" means Grupo Aval Acciones y Valores S.A. and its consolidated subsidiaries;
· "BAC Credomatic" or "BAC" means BAC Credomatic Inc. and its consolidated subsidiary;
· "Corficolombiana" means Corporación Financiera Colombiana S.A. and its consolidated subsidiaries;
· "BBVA Horizonte" means BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y de
Cesantías S.A. and its consolidated subsidiaries;
· "Porvenir" means Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A. and its
consolidated subsidiary; and
· "Superintendency of Finance" means the Colombian Superintendency of Finance, a supervisory authority
ascribed to the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito
Público), or the "Ministry of Finance," holding the inspection, supervision and control authority over the
persons involved in financial activities, securities markets, insurance and any other operations related to the
management, use or investment of resources collected from the public.
iii

In this offering memorandum, references to beneficial ownership are calculated pursuant to the SEC's definition
of beneficial ownership contained in Form 20-F for foreign private issuers. Form 20-F defines the term "beneficial
owner" of securities means any person who, even if not the record owner of the securities, has or shares the
underlying benefits of ownership, including the power to direct the voting or the disposition of the securities or to
receive the economic benefit of ownership of the securities. A person also is considered to be the "beneficial owner"
of securities that the person has the right to acquire within 60 days pursuant to an option or other agreement.
Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal
representatives or other intermediaries, or through companies in which they have a "controlling interest," which
means the direct or indirect power to direct the management and policies of the entity.
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to "peso," "pesos" or "Ps" refer to the lawful currency of Colombia. All references to
"U.S. dollars," "dollars" or " U.S.$" are to United States dollars. See "Exchange Rates and Foreign Exchange
Controls" for information regarding exchange rates for the Colombian currency since 2007. This offering
memorandum translates certain Colombian peso amounts into U.S. dollars at specified rates solely for the
convenience of the reader. The conversion of amounts expressed in Colombian pesos as of a specified date at the
then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from U.S. dollar amounts
that would have been obtained by converting Colombian pesos as of another specified date. Unless otherwise noted
in this offering memorandum, all such peso amounts have been translated at the rate of Ps 1,800.52 per U.S.$1.00,
which corresponds to the representative market rate calculated on September 30, 2012. The representative market
rate is computed and certified by the Superintendency of Finance on a daily basis and represents the weighted
average of the buy/sell foreign exchange rates negotiated on the previous day by certain financial institutions
authorized to engage in foreign exchange transactions. Such conversion should not be construed as a representation
that the peso amounts correspond to, or have been or could be converted into, U.S. dollars at that rate or any other
rate. On February 11, 2013, the representative market rate was Ps 1,790.61 per U.S.$1.00.
Financial statements
Banco de Bogotá and its Colombian financial subsidiaries, including Porvenir and Corficolombiana are entities
under the comprehensive supervision of, and subject to inspection and surveillance as financial institutions by, the
Superintendency of Finance. Banco de Bogotá is required to comply with capital adequacy regulations, and each of
its financial subsidiaries is separately required to comply with capital adequacy regulations applicable to banks and
other financial institutions. In addition, Banco de Bogotá is an issuer in Colombia of securities registered with the
National Registry of Shares and Issuers, and in this capacity, it is subject to oversight by the Superintendency of
Finance. Banco de Bogotá is required to comply with corporate governance and periodic reporting requirements to
which all issuers are subject.
Our consolidated financial statements at December 31, 2011 and 2010 and for each of the years in the three-
year period ended December 31, 2011, 2010 and 2009, or "our audited annual consolidated financial statements,"
and our consolidated financial statements at June 30, 2012 and for the six-month periods ended June 30, 2012 and
2011, or "our audited six-month consolidated financial statements" have each been audited by KPMG Ltda.,
independent auditors, as stated in their report appearing elsewhere herein. Our historical results are not necessarily
indicative of results to be expected for future periods. Our unaudited consolidated financial statements at September
30, 2012 and for the nine-month periods ended September 30, 2012 and 2011 are also included in this offering
memorandum, or "our unaudited consolidated financial statements."
We have prepared these financial statements in accordance with the regulations of the Superintendency of
Finance for financial institutions (including Resolution 3600 of 1988 and External Circular 100 of 1995) and, on
issues not addressed by these regulations, generally accepted accounting principles prescribed by the
Superintendency of Finance for banks licensed to operate in Colombia on the issue date, consistently applied,
together with such regulations, "Colombian Banking GAAP." The audited annual consolidated financial statements,
audited six-month consolidated financial statements, and our unaudited consolidated financial statements the
included in this offering memorandum have not been reviewed or approved by the Superintendency of Finance;
however, the audited six-month consolidated financial statements and the audited annual consolidated financial
statements, prepared on the basis of Colombian Banking GAAP, are remitted to the Superintendency of Finance for
their review.
Colombian Banking GAAP differs in certain significant respects from generally accepted accounting principles
in the United States, or "U.S. GAAP." See "Appendix A--Summary of Certain Differences Between Colombian
Banking GAAP and U.S. GAAP" for a description of the principal differences between Colombian Banking GAAP
and U.S. GAAP, and how those differences might affect the financial information contained herein.
v

BAC Credomatic acquisition
On July 15, 2010, we entered into a stock purchase agreement with GE Consumer Finance Central Holdings
Corp. and General Electric Capital Corporation (collectively, "GE Capital"), to acquire all of the outstanding shares
of BAC Credomatic GECF Inc. (now known as BAC Credomatic Inc.), a company incorporated under the laws of
the British Virgin Islands, for U.S.$1.92 billion, subject to certain adjustments. BAC Credomatic is a Central
American banking group. We completed the acquisition on December 9, 2010. See "BusinessBAC Credomatic."
As a consequence of our acquisition of BAC Credomatic, our results of operations for the years ended
December 31, 2011, 2010 and 2009 may not be comparable with each other and with prior periods. As permitted by
the Superintendency of Finance, we have included a one-month period ended December 31, 2010 of BAC
Credomatic financial data in our consolidated results of operations for the year ended December 31, 2010.
We present certain financial information for BAC Credomatic on a stand-alone basis in accordance with U.S.
GAAP (see "BusinessBAC Credomatic"). When comparing financial information of BAC Credomatic to other
Grupo Aval subsidiaries, we present LB Panamá results, prepared under Colombian Banking GAAP, to disclose
financial information pertaining to BAC Credomatic in this offering memorandum. LB Panamá acquired BAC
Credomatic and consolidates its operations under Colombian Banking GAAP; however, LB Panamá's stand-alone
operations are immaterial. At June 30, 2012, LB Panamá had Ps 1,828.0 billion of goodwill associated with the BAC
Credomatic acquisition and Ps 481.8 billion of indebtedness that it incurred to finance, in part, the BAC Credomatic
acquisition. Goodwill amortization and interest expense associated with the BAC Credomatic acquisition for the six-
month period ended June 30, 2012 were Ps 27.0 billion and Ps 10.6 billion, respectively.
BBVA Horizonte acquisition
On December 24, 2012, our subsidiary Porvenir announced that it had entered into a stock purchase agreement
with Banco Bilbao Vizcaya Argentaria S.A. of Spain ("BBVA") and Compañía Chilena de Inversiones S.L., an
affiliate of BBVA, for the acquisition of 99.99% of the outstanding shares of BBVA Horizonte for U.S.$530
million, subject to certain adjustments. Porvenir expects to close the pending BBVA Horizonte acquisition on or
before the end of the first six months of 2013. Grupo Aval also entered into the stock purchase agreement as
guarantor of the obligations of Porvenir, including payment of the purchase price. The stock purchase agreement
permits the assignment of Porvenir's obligations under the stock purchase agreement to any subsidiaries of Grupo
Aval incorporated in Colombia. The obligations of Porvenir under the stock purchase agreement, including payment
of the purchase price, are expected to be consummated by Porvenir together with other subsidiaries of Grupo Aval.
Banco de Bogotá's Board of Directors authorized us on January 17, 2013 to enter into the transaction as an assignee,
subject to regulatory approval. See "Summary--Other developments--BBVA Horizonte acquisition," and "Risk
Factors--Risks relating to our pending acquisition of BBVA Horizonte."
Market share and other information
We obtained the market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information and industry publications. We have presented
this data on the basis of information from third-party sources that we believe are reliable, including, among others,
the International Monetary Fund, or "IMF," the Superintendency of Finance, the Colombian Stock Exchange, the
Colombian National Bureau of Statistics (Departamento Administrativo Nacional de Estadística), or "DANE," the
2010 and 2011 World Bank Development Indicators, the Economist Intelligence Unit and Euromonitor
International. Industry and government publications, including those referenced herein, generally state that the
information presented has been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information is not guaranteed. Unless otherwise indicated, gross domestic product, or "GDP,"
figures with respect to Colombia in this offering memorandum are based on the 2005 base year data series published
by DANE. Although we have no reason to believe that any of this information or these reports is inaccurate in any
material respect, we have not independently verified the competitive position, market share, market size, market
growth or other data provided by third parties or by industry or other publications. We, the initial purchasers do not
make any representation or warranty as to the accuracy of such information.
vi

Except where otherwise indicated, our balance sheet and statement of income data included in this offering
memorandum reflects consolidated Colombian Banking GAAP information, while comparative disclosures of our
financial and operating performance against that of our competitors are based on unconsolidated information
prepared on the basis of Colombian Banking GAAP reported to the Superintendency of Finance. Except where
otherwise indicated, financial and market share data pertaining to BAC Credomatic has been prepared on the basis
of U.S. GAAP.
Banks, financing companies and finance corporations are deemed credit institutions by the Superintendency of
Finance and are the principal institutions authorized to accept deposits and make loans in Colombia. Banks
undertake traditional deposit-taking and lending activities. Financing companies place funds in circulation by means
of active credit operations, with the purpose of fostering the sale of goods and services, including the development
of leasing operations. Finance corporations invest directly in the economy and thus are the only credit institutions
that may invest in non-financial sectors. Banks are permitted to invest in finance corporations. We are a bank, and
we operate one finance corporation (Corficolombiana), and our market share is determined by comparing the bank
to banks reporting their results to the Superintendency of Finance; however, if market share data including financing
companies and finance corporations is considered, our market shares would generally be lower than in a bank-only
comparison, and the gaps between our market shares and those of our competitors would be smaller, but our market
leadership in most market categories would be unaffected. We consider our principal competitors in Colombia to be
Bancolombia S.A., or "Bancolombia," Banco Davivienda S.A., or "Davivienda," and Banco Bilbao Vizcaya
Argentaria Colombia S.A., or "BBVA Colombia," which are the three leading banking groups in Colombia after
Grupo Aval. We also compete to a lesser extent with Grupo Aval's other banks, Banco de Occidente S.A. or "Banco
de Occidente," Banco Popular S.A. or "Banco Popular," and Banco Comercial AV Villas S.A. or "Banco AV
Villas." Porvenir's, our pension and severance fund administrator, principal competitors are Administradora de
Fondos de Pensiones y Cesantía Protección S.A., or "Protección," BBVA Horizonte (in the process of being
acquired by Porvenir and Grupo Aval) Colfondos S.A. Pensiones y Cesantías, or "Colfondos," (in the process of
being acquired by Scotiabank) ING Administradora de Fondos de Pensiones y Cesantía S.A., or "ING," (in the
process of being acquired by Protección) and Skandia Administradora de Fondos de Pensiones y Cesantías S.A., or
"Skandia." Corficolombiana, our merchant bank is a financial corporation, and our principal competitors are Banca
de Inversión, Bancolombia S.A., J.P. Morgan Corporación Financiera S.A. and BNP Paribas Colombia Corporación
Financiera S.A. We consider the following banking groups with operations in El Salvador, Guatemala, Costa Rica,
Nicaragua, Honduras and Guatemala to be our principal competitors in those countries: Banco Industrial,
Scotiabank, G&T Continental, Citibank and Bancolombia.
Annualized ratios
We present net interest margin, return on average assets, return on average shareholders' equity, charge-offs to
average outstanding loans and other financial ratios for the six-month periods ended June 30, 2012 and 2011 on an
annualized basis by multiplying earnings for the six-month period by two. Annualized ratios are not necessarily
indicative of the ratios that will be achieved in full-year 2012.
Other conventions
Certain amounts included in this offering memorandum have been subject to rounding adjustments.
Accordingly, amounts shown as totals in certain tables may not be an arithmetic summation of the figures that
precede them.
References to "billions" in this offering memorandum are to 1,000,000,000s and to "trillions" are to
1,000,000,000,000s.
"Minority interest" and "non-controlling interest" refer to the participation of minority shareholders in Banco de
Bogotá and our subsidiaries, as applicable.
vii

FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally in "Risk Factors,"
"Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Some
of the matters discussed concerning our operations and financial performance include estimates and forward-looking
statements within the meaning of the Securities Act and the Exchange Act.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and trends, which affect or may affect our businesses 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 made in light of information currently available to us. Our estimates
and forward-looking statements may be influenced by the following factors, among others:
· changes in Colombian, Central American, regional and international business and economic, political or
other conditions;
· developments affecting Colombian and international capital and financial markets;
· government regulation and tax matters and developments affecting our company and industry;
· increases in defaults by our customers;
· increases in goodwill impairment losses;
· decreases in deposits, customer loss or revenue loss;
· increases in provisions for contingent liabilities;
· our ability to sustain or improve our financial performance;
· increases in inflation rates;
· changes in interest rates which may, among other effects, adversely affect margins and the valuation of our
treasury portfolio;
· decreases in the spread between investment yields and implied interest rates in annuities;
· movements in exchange rates;
· competition in the banking and financial services, credit card services, insurance, asset management,
pension fund administration and related industries;
· adequacy of risk management procedures and credit, market and other risks of lending and investment
activities;
· decreases in our level of capitalization;
· changes in market values of Colombian and Central American securities, particularly Colombian
government securities;
· adverse legal or regulatory disputes or proceedings;
· internal security issues affecting countries where we will operate and natural disasters;
· loss of key members of our senior management;
· business or asset acquisitions including our pending acquisition of BBVA Horizonte; and
· other risk factors as set forth under "Risk Factors."
viii

The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak
only at the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-
looking statement because of new information, future events or other factors. Estimates and forward-looking
statements involve risks and uncertainties and are not guarantees of future performance. Our future results may
differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and
uncertainties described above, the estimates and forward-looking statements discussed in this offering memorandum
might not occur and our future results and our performance may differ materially from those expressed in these
forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these
uncertainties, you should not make any investment decision based on these estimates and forward-looking
statements.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.
ix