Obligation Bogotá Bank S.A. 6.25% ( USP09252AK62 ) en USD

Bogotá Bank S.A.

100 % ▲

Colombie

USP09252AK62 ( en USD )

6.25% par an ( paiement semestriel )

11/05/2026 - Obligation échue

Prospectus brochure de l'obligation Banco de Bogota S.A USP09252AK62 en USD 6.25%, échue

200 000 USD

1 100 000 000 USD

P09252AK6

N/A

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 USP09252AK62, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2026

LUXEMBOURG OFFERING MEMORANDUM

U.S.$500,000,000

Banco de Bogotá S.A.
(Incorporated in the Republic of Colombia)
6.250% Subordinated Notes due 2026

We are offering U.S.$500,000,000 aggregate principal amount of our 6.250% subordinated notes due 2026 (the "new notes"). The new
notes are being offered as additional notes under the indenture governing our 6.250% subordinated notes due 2026 that were issued on May 12,
2016 (the "existing notes," and, together with the new notes, the "notes"), pursuant to which we issued U.S.$600,000,000 aggregate principal
amount of the existing notes. The new notes offered hereby will be fungible with and vote together with the existing notes as a single class
under the indenture and will have the same terms as those of the existing notes, except that any new notes issued pursuant to Regulation S will
trade separately under temporary CUSIP and ISIN numbers until at least the expiration of a 40-day restricted period under Regulation S, or
"Regulation S," under the U.S. Securities Act of 1933, as amended, or the "Securities Act". The 40-day restricted period will expire on
December 14, 2016. The new notes issued pursuant to Rule 144A initially traded under temporary CUSIP and ISIN numbers until the Trustee
and DTC transitioned the new notes to the CUSIP and ISIN numbers applicable to the existing Rule 144A notes following the first interest
payment date.
After giving effect to the consummation of this offering, an aggregate of U.S.$1,100,000,000 of notes will be outstanding. The notes will
mature on May 12, 2026. The new notes will accrue interest from May 12, 2016, on the outstanding principal amount of new notes issued, at a
rate of 6.250% per year, payable semi-annually in arrears on May 12 and November 12 of each year, commencing on November 12, 2016.
The new notes sold pursuant to Rule 144A have identical terms as the existing notes held in the Rule 144A global note, except as otherwise
provided herein. In order to facilitate the first interest payment, the new notes sold pursuant to Rule 144A initially had temporary CUSIP and
ISIN numbers until five days after the first interest payment date. On the fifth day following the first interest payment date, these new notes sold
pursuant to Rule 144A became fungible with and trade under the same CUSIP and ISIN numbers as the existing notes held in the Rule 144A
global note. The new notes sold pursuant to Regulation S will have identical terms as the existing notes held in the Regulation S global note,
except as otherwise provided herein. Until at least the 40th day following delivery of the new notes, new notes sold pursuant to Regulation S
will have temporary CUSIP and ISIN numbers. Thereafter such new notes will trade under the same CUSIP and ISIN numbers as the existing
notes held in the Regulation S global note.
The new 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, including the existing notes (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.
The existing notes have been admitted to listing on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market. We intend to make an application to increase the principal amount of the notes on the Official List of the Luxembourg Stock Exchange
for trading on the Euro MTF market so as to include the principal amount of the new notes. The new notes will trade under separate CUSIP and
ISIN numbers for so long as temporary CUSIP and ISIN numbers are assigned to them. However, we cannot assure you that the listing
application will be approved. Currently, there is no market for the new notes.
Investing in the new notes involves risks. See "Risk Factors" beginning on page 27 for a discussion of certain risks that you should
consider in connection with an investment in the new notes.

Issue price for the new notes: 102.155% plus accrued interest, from May 12, 2016.

Purchasers of the new notes will be required to pay accrued interest on the new notes equal to U.S.$29.86 per U.S.$1,000 principal amount
of the new notes purchased calculated at a rate of 6.250% per annum from May 12, 2016 through the issue date of the new notes, expected to be
on or about November 4, 2016. If the issue date of the new notes is after that date, purchasers will be required to pay the additional accrued
interest through the closing date.
The new notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new
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 new 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 new
notes or our solvency. The new notes may not be publicly offered or sold in the Republic of Colombia, or "Colombia." This offering
memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended.
The delivery of the new notes was made to investors in book-entry form through the facilities of The Depository Trust Company, or
"DTC," for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., or "Euroclear," and Clearstream Banking,
société anonyme, Luxembourg, or "Clearstream," on November 4, 2016.

Joint Book-Running Managers
Credit Suisse
HSBC
J.P. Morgan
The date of this Luxembourg offering memorandum is November 18, 2016.

TABLE OF CONTENTS

Page
Available Information .................................................................................................................................................. iii
Presentation of Financial and Other Information ........................................................................................................... v
Forward-Looking Statements .......................................................................................................................................ix
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 27
Exchange Rates and Foreign Exchange Controls ........................................................................................................ 32
Use of Proceeds ........................................................................................................................................................... 33
Capitalization ............................................................................................................................................................... 34
Selected Statistical Data .............................................................................................................................................. 36
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 57
Description of the New Notes ...................................................................................................................................... 89
Tax Considerations .................................................................................................................................................... 103
Plan of Distribution ................................................................................................................................................... 107
Transfer Restrictions .................................................................................................................................................. 112
Listing and General Information................................................................................................................................ 114
Validity of the New Notes ......................................................................................................................................... 115
Independent Auditors ................................................................................................................................................ 115
Banco de Bogotá ........................................................................................................................................................ 115
Index to Financial Statements .................................................................................................................................... F-1
Annex I ..................................................................................................................................................................... A-1

We have not, and Credit Suisse Securities (USA) LLC, 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 that contained in 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 new 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 new notes described in this offering memorandum. No individual is authorized to give information other than
that contained in the prospectus and the documents referred to therein and which are made available for inspection
by the public. 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 new notes.
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 new 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 new 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, including the Initial
Notes Offering Memorandum, 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. Banco de
Bogotá and the initial purchasers are not acting as your advisors or agents. Prior to entering into any transaction, you
i

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 new 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.
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. These reports and notices and any information contained in, or accessible through, such
websites are not incorporated by reference herein and do not contribute a part of, this offering memorandum.
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. That information is not incorporated by reference herein.
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 new 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).
Certain 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;
"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
persons or entities 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 as 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 is also considered to be the "beneficial owner" of
securities when such 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
We have included in Annex I hereto our offering memorandum dated May 19, 2016 relating to the initial
issuance on May 12, 2016 of our 6.250% Subordinated Notes due 2026, or the "Initial Notes Offering
Memorandum", which includes our audited consolidated financial statements (as defined below) and certain other
information relating to us as of the dates indicated therein. This offering memorandum updates, modifies and, where
applicable, supersedes the information contained in the Initial Notes Offering Memorandum. Any statement in the
Initial Notes Offering Memorandum shall be deemed to be modified or superseded for purposes of this offering
memorandum to the extent that such statement conflicts with the information in this offering memorandum.
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. Our financial currency is the
Colombian peso.
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 the 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 2,919.01
per U.S.$1.00, which was the representative market rate calculated on June 30, 2016. 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 presented herein correspond to, or have been or could be translated into, U.S. dollars at that rate or any
other rate. On October 21, 2016, the representative market rate was Ps 2,915.67 per U.S.$1.00.
Financial statements
Banco de Bogotá and its Colombian financial subsidiaries, including Porvenir, are entities under the direct
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 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 Colombian issuers of securities are subject.
On June 21, 2016, Banco de Bogotá, Banco de Occidente, Banco Popular and Grupo Aval executed the
Corficolombiana shareholders' agreement, or the "Amended Corficolombiana Shareholders' Agreement," to provide
for Grupo Aval to directly control Corficolombiana. Prior to June 21, 2016, Banco de Bogotá, which held and
continues to hold a 38.3% equity interest in Corficolombiana, controlled Corficolombiana. As a result of the
Amended Corficolombiana Shareholders' Agreement, Corficolombiana's results ceased to be consolidated into our
financial statements effective June 21, 2016. Corficolombiana's results have been treated as a discontinued
operation in our income statements included herein for the six months ended June 30, 2016 and our investment in
Corficolombiana is accounted for as investment in associates and joint ventures in our statement of financial
position at June 30, 2016. The primary rationale for this transaction was to permit our management team to focus on
our core financial services business. Consequently, our results at and for the six-month period ended June 30, 2016
and 2015 are not directly comparable to results for prior periods.
Financial information as of June 30, 2016 and for the six-month periods ended June 30, 2016 and 2015 has been
derived from our audited interim consolidated financial statements, included in this offering memorandum and
referred to as our "audited interim consolidated financial statements," which were prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board, or "IFRS."
Our consolidated financial statements as of December 31, 2015 and 2014 and as of January 1, 2014 and for each
of the years ended December 31, 2015 and 2014, or the "audited consolidated financial statements," have been
audited, as stated in the report appearing therein, by KPMG Ltda., and are included in the Initial Notes Offering
v

Memorandum and referred to as our "audited consolidated financial statements." We have prepared the audited
consolidated financial statements included herein in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board, or "IFRS." Our audited consolidated financial statements
are our first financial statements prepared under IFRS, and therefore the opening statement of financial position was
prepared as of January 1, 2014, the date of our transition to IFRS, as required by IFRS 1--"First Time Adoption of
International Financial Reporting Standards." The comparative figures at and for the year ended December 31, 2014
reflect adjustments and reclassifications made as a result of our adoption of IFRS. Our historical results are not
necessarily indicative of results to be expected for future periods.
Previously, our audited consolidated financial statements were prepared in accordance with the regulations of
the Superintendency of Finance applicable to financial institutions (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 operating in Colombia, consistently applied, together with such
regulations, on the issue date, which we refer to in this offering memorandum, collectively, as "Colombian Banking
GAAP." We have included certain information prepared under Colombian Banking GAAP at and for the years
ended December 31, 2013, 2012 and 2011 in Appendix A to the Initial Notes Offering Memorandum under "--
Selected 2013, 2012 and 2011 Financial and Statistical Data Prepared under Colombian Banking GAAP" to provide
information for prior years. Colombian Banking GAAP is not comparable to IFRS. We are also required to prepare
consolidated financial statements for publication in Colombia under International Financial Reporting Standards as
adopted by the Superintendency of Finance in accordance with Decree 1851 of 2013 and 3023 of 2013 as modified
by Decree 2420 of 2015, which we refer to as "Colombian IFRS."
Since Colombian IFRS is based on IFRS as of December 31, 2013, certain rules subsequently issued by the
International Accounting Standards Board, or "IASB," are not applicable under Colombian IFRS. Therefore our
financial statements for local purposes differ from our financial statements under IFRS in the following principal
aspects:
Under Colombian regulations, the wealth tax, created by the Colombian Congress in 2014 and to be
paid by companies during 2015, 2016 and 2017, calculated based on the tax equity method, can be
recorded against equity reserves. However, under IFRS, according to IFRIC 21, wealth tax liabilities
must be recorded against the statement of income.
Under Colombian IFRS, allowances for loan losses are calculated based on specific rules of the
Financial and Accounting Basic Circular (Circular Básica Contable y Financiera) issued by the
Superintendency of Finance for the separate financial statements; and according to the criteria set forth
in IAS 39 for consolidated financial statements. Under Colombian IFRS, the difference between both
methodologies in the consolidated financial statements is recorded in other comprehensive income,
whereas under IFRS, allowances for loan losses are calculated according to the criteria set forth in
IAS 39 and recorded in profit or loss of each period.
Consolidated financial statements prepared under Colombian IFRS classify debt securities into one of
two categories: fair value through profit or loss or amortized cost. Entities with non-controlling or non-
significant influence in equity securities must elect to record fair value changes in other comprehensive
income, in accordance with the guidance set out in IFRS 9.
Non-IFRS financial measures
We have included in this offering memorandum non-IFRS measures such as return on average assets, or
"ROAA," and return on average equity, or "ROAE." These measures should not be construed as an alternative to
IFRS measures and should also not be compared to similarly titled measures reported by other companies, which
may evaluate such measures differently from how we do. For Non-IFRS measures to IFRS measures, see
"Summary--Summary financial and operating data--Non-IFRS measures."
In addition to the non-IFRS financial measures mentioned above, we have included non-IFRS financial
measures adjusted to reflect the effects from the loss of control of Corficolombiana, as further explained under the
sections entitled "Summary--Loss of control of Corficolombiana," "Summary--Recent developments" and
"Summary--Summary financial and operating data--Non-IFRS measures." These adjusted measures are presented
vi

to illustrate the effects of the non-recurring gain from the loss of control of Corficolombiana and its impact on our
financial performance.
Market share and other information
We obtained the market and competitive position data, including market forecasts, presented 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," and the World Bank. 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. Neither we nor the initial
purchasers make any representation or warranty as to the accuracy of such information.
Our statement of financial position and statement of income for periods commencing on January 1, 2014, reflect
IFRS 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 IFRS reported to the
Superintendency of Finance. Except where otherwise indicated, financial and market share data pertaining to BAC
Credomatic has been prepared in accordance with IFRS. All information that is marked unconsolidated basis under
Colombian IFRS for the Bank and its subsidiaries has been prepared under Colombian IFRS to make it comparable
to the publicly available information related to our competitors filed with the Superintendency of Finance. This
unconsolidated information does not account for our businesses or those of our competitors that are operated
through subsidiaries, including our Central American operations.
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
own a 38.3% equity interest in Grupo Aval's finance corporation, Corficolombiana. Our market share is determined
by comparing the Bank to other banks that report their results to the Superintendency of Finance. However, if
financing companies and finance corporations are included in the calculation of market share data, 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 bank subsidiaries: 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." The principal competitors of Porvenir, our pension and severance fund administrator, are
Administradora de Fondos de Pensiones y Cesantías Protección S.A., or "Protección," Colfondos S.A. Pensiones y
Cesantías, or "Colfondos," and Skandia Administradora de Fondos de Pensiones y Cesantías S.A., or "Skandia." We
have included in this offering memorandum competitive market position data for Porvenir as compared to its
principal competitors. Corficolombiana, Grupo Aval's merchant bank in which we own a 38.3% equity interest, is a
financial corporation, and its competitors include Banca de Inversión Bancolombia S.A., J.P. Morgan Corporación
Financiera S.A., BNP Paribas Colombia Corporación Financiera S.A. and Itaú BBA Colombia S.A. Corporación
Financiera.
Our principal competitors in Costa Rica, El Salvador, Guatemala, Nicaragua and Panama include Banco
Industrial, Scotiabank, G&T Continental, and Bancolombia.
vii

We include certain ratios in this offering memorandum which we believe provide investors with important
information regarding our operations, such as return on average equity, or "ROAE," return on average assets, or
"ROAA," net interest margin, and operational efficiency and asset quality indicators, among others. Some of these
ratios are also used in this offering memorandum to compare us to our principal competitors.
Annualized ratios
We have calculated net interest margin, return on average assets, return on average shareholders' equity,
charge-offs to average outstanding loans and other financial ratios as of or for the six months in the period ended
June 30, 2016 by multiplying earnings for such six-month period by two. These annualized ratios are not
necessarily indicative of the ratios that will be achieved in full-year 2016.
Other conventions
Certain figures included in this offering memorandum have been subject to rounding adjustments. Accordingly,
figures 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.
"Non-controlling interest" refer to the participation of minority shareholders in Banco de Bogotá S.A. and our
subsidiaries, as applicable.
viii

FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally in "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this offering
memorandum and in "Business" in the Initial Notes Offering Memorandum. 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, Central American and international capital and financial markets;
government regulation and tax matters and developments affecting our company and industry;
declines in the petroleum and affiliated services sector in the Colombian and global economies;
movements in exchange rates
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, particularly in Colombia and in jurisdictions in which we operate in Central
America;
the level of penetration of financial products and credit in Colombia and Central America;
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;
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;
successful integration and future performance of acquired businesses or assets;
ix

Document Outline

#1">B2016 Banco de Bogota Final OM - Reopening
#1">03.Banco de Bogota Final OM - Reopening
- #127">F.
  - #267">A.