Obligation Banco Crédito Perú S.A. 6.125% ( USP09646AE32 ) en USD

Société émettrice Banco Crédito Perú S.A.
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Perou
Code ISIN  USP09646AE32 ( en USD )
Coupon 6.125% par an ( paiement semestriel )
Echéance 23/04/2027



Prospectus brochure de l'obligation Banco de Credito del Peru S.A USP09646AE32 en USD 6.125%, échéance 23/04/2027


Montant Minimal 10 000 USD
Montant de l'émission 720 000 000 USD
Cusip P09646AE3
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 24/10/2025 ( Dans 111 jours )
Description détaillée Banco de Crédito del Perú (BCP) est la plus grande banque du Pérou, offrant une large gamme de services financiers aux particuliers et aux entreprises, incluant des services de dépôts, de prêts, de cartes de crédit, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco Crédito Perú S.A. ( Perou ) , en USD, avec le code ISIN USP09646AE32, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/04/2027
L'Obligation émise par Banco Crédito Perú S.A. ( Perou ) , en USD, avec le code ISIN USP09646AE32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).









OFFERING MEMORANDUM

U.S.$200,000,000

Banco de Crédito del Perú
acting through our Panamanian branch
6.125 % FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2027

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, issued
U.S.$200,000,000 aggregate principal amount of fixed-to-floating rate subordinated notes due 2027, or the new notes. The new notes will mature on April 24, 2027. The new notes
bear interest of 6.125% per year to, but excluding, April 24, 2022 and from April 24, 2022 at a floating rate of three-month LIBOR plus 7.043% per year. Interest is payable on April
24 and October 24 of each year, commencing on April 24, 2014 until April 24, 2022, and quarterly on each January 24, April 24, July 24 and October 24 thereafter.
The new notes are issued under the indenture dated April 24, 2012, or the indenture, governing the U.S.$520 million 6.125% fixed-to-floating rate subordinated notes due 2027 that
were originally issued on April 24, 2012 in the aggregate principal amount of U.S.$350 million with an additional issuance on April 9, 2013 in the aggregate principal amount of
U.S.$170 million, or the existing notes, which, together with the new notes, we refer to as the notes. The new notes have identical terms and conditions as the existing notes, other than
the issue date and issue price, and constitute part of the same series as, and vote together as a single class with, the existing notes. The new notes have the same CUSIP, ISIN and
Common Code numbers as, and are fungible with, the existing notes (except that any new notes offered and sold in compliance with Regulation S will have temporary CUSIP, ISIN
and Common Code numbers during a 40-day distribution compliance period commencing on the date of issuance of the new notes and ending on March 1, 2014. The new notes,
together with the existing notes, will be treated as a single series for all purposes under the indenture. Upon completion of this offering, the aggregate principal amount of outstanding
notes will be U.S.$720,000,000.
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 April 24, 2017 or on any date occurring thereafter until April 24, 2022, 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 April 24, 2022 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. See "Regulatory Environment--Intervention by the SBS and Liquidation."
For a more detailed description of the notes, see "Description of the Notes" beginning on page 122.
We have applied to list the new notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market. See "Listing and General Information."

Investing in the notes involves risks. See "Risk Factors" beginning on page 16.

Price: 99.828% and accrued interest, if any, from October 24, 2013.

The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are being offered only to (1) qualified institutional buyers, or QIBs,
under Rule 144A and (2) outside the United States in compliance with Regulation S. Prospective purchasers that are QIBs are hereby notified that the sellers of the notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Any offer or sale of the notes in any member state of the European Economic
Area which has implemented Directive 2003/71/EC (the ``Prospectus Directive'') must be addressed to qualified investors (as defined in the Prospectus Directive). For more
information about restrictions on transfer of the notes, see "Notice to Investors" beginning on page 150 and "Plan of Distribution" beginning on page 145. Application will be
made to register the notes with the Foreign Investment and Derivative Instruments Registry (Registro de Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo
Extranjeros) of the Peruvian Banks, Insurance and Private Pension Fund Administrators Superintendency (Superintendencia de Banca, Seguros y Administradoras Privadas de
Fondos de Pensiones or "SBS") in order to make the notes eligible for investment by private pension funds as required by Peruvian law.
The notes have not been and will not be registered with or approved by the Peruvian Capital Markets Superintendency (Superintendencia del Mercado de Valores or "SMV") or the
Lima Stock Exchange (Bolsa de Valores de Lima or "BVL"). The notes have not been and will not be registered in the Republic of Panama. Accordingly, the notes (or beneficial
interests therein) cannot be offered or sold in Peru or in Panama, except in compliance with the applicable Peruvian or Panamanian securities laws.
The notes do not have the benefit of bank deposit insurance under the laws of Peru, Panama, the United States or any other jurisdiction.
This offering memorandum is a prospecuts for the purpose of Luxembourg law on Prospectus for Securities of July 10, 2005, as amended.
Citigroup Global Markets, Inc. and J.P. Morgan Securities LLC delivered the notes to purchasers in book-entry form on January 21, 2014.
Joint Book-Runners
Citigroup
J.P. Morgan

Joint Lead Managers
Citigroup
Credicorp Capital
J.P. Morgan

Offering Memorandum dated February 5, 2014




TABLE OF CONTENTS

Page Page
Notice to New Hampshire Residents ....................... iii
Business .................................................................. 85
Notice to Residents of Peru ..................................... iii
Regulatory Environment ........................................103
Enforceability of Civil Liabilities ............................ iii
Management ..........................................................113
Market and Industry Information ............................... v
Ownership ..............................................................120
Cautionary Statements Regarding Forward-Looking
Related-Party Transactions ....................................121
Statements ............................................................ v
Description of the Notes ........................................123
Presentation of Financial Information .................... vii
Benefit Plan Considerations ...................................141
Summary.................................................................... 1
Taxation .................................................................142
The Offering .............................................................. 4
Plan of Distribution ................................................147
Summary Financial Information .............................. 12
Notice to Investors .................................................152
Risk Factors ............................................................. 17
Legal Matters .........................................................155
Use of Proceeds ....................................................... 30
Listing and General Information ............................155
Capitalization ........................................................... 31
Independent Accountants .......................................156
Exchange Rates ....................................................... 32
Available Information ............................................156
Selected Financial Information ................................ 33
Index to Financial Statements ............................... F-1
Management's Discussion and Analysis of
Appendix A ­ Accounting Practices ..................... A-1
Financial Condition and Results of Operations . 38

Selected Statistical and Other Information .............. 64


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.

i




This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than
all of the notes offered by this offering memorandum. Citigroup Global Markets, Inc. and J.P. Morgan Securities
LLC will act as initial purchasers with respect to the offering of the notes.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain
any required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and
regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the initial purchasers or their agents have any responsibility therefor.
See "Notice to Investors" and "Plan of Distribution" 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 and applicable Peruvian law. In making your purchase, you
will be deemed to have made certain acknowledgements, representations and agreements set forth in this
offering memorandum under the caption "Notice to Investors." You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum may only be used for the purpose for which it has been published. Neither
the initial purchasers nor any of their agents is making any representation or warranty as to the accuracy or
completeness of the information contained in this offering memorandum, and nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the
future. Neither the initial purchasers nor any of their agents has independently verified any of such
information and assumes no responsibility for the accuracy or completeness of the information contained in
this offering memorandum.

ii




See "Risk Factors," following "Summary," for a description of certain factors relating to an investment in the
notes, including information about our business. None of us, the initial purchasers or any of our or their
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of a purchase of the notes.

The notes are available initially only in book-entry form. The notes offered and sold in the United States to
QIBs in reliance upon Rule 144A are represented by beneficial interests in a permanent global note in fully
registered form without interest coupons, or the Rule 144A note. The notes offered and sold outside the United
States to non-U.S. persons pursuant to Regulation S are represented by beneficial interests in a permanent global
note in fully registered form without interest coupons, or the Regulation S note and, together with the Rule 144A
note, the global notes). The global notes have been deposited with The Depository Trust Company. Notes shall be
issued in minimum denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof. See
"Description of the Notes" for further discussion of these matters.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE
TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
NOTICE TO RESIDENTS OF PERU
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH OR APPROVED BY THE SMV
OR THE BVL. ACCORDINGLY, THE NOTES (OR BENEFICIAL INTERESTS THEREIN) CANNOT BE
OFFERED OR SOLD IN PERU, EXCEPT IN COMPLIANCE WITH THE APPLICABLE PERUVIAN
SECURITIES LAWS.

THE NOTES ARE EXPECTED TO BE REGISTERED IN THE FOREIGN INVESTMENT AND DERIVATIVE
INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE OPERACIONES DE
COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS IN ORDER TO MAKE THE NOTES ELIGIBLE FOR
INVESTMENT BY PERUVIAN PRIVATE PENSION FUNDS AS REQUIRED BY PERUVIAN LAW.
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.
iii




We have been advised by our Peruvian counsel, Payet, Rey, Cauvi, Pérez, Mur, that any final and conclusive
judgment for a fixed and definitive sum obtained against us in any foreign court having jurisdiction in respect of any
suit, action or proceeding against us for the enforcement of any of our obligations under the notes that are governed
by New York law will, upon request, be deemed valid and enforceable in Peru without the local court reopening the
case provided that: (a) there is in effect a treaty between the country where said foreign court sits and Peru regarding
the recognition and enforcement of foreign judgments or (b) in the absence of such a treaty, the following
requirements are met:
(i)
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts, and the
matters contemplated in respect of this offering memorandum or the notes are not such matters;
(ii)
such court had jurisdiction under its own conflicts of law rules and under general principles of
international procedural jurisdiction;
(iii)
we received service of process in accordance with the laws of the place where the proceeding took
place, we were granted a reasonable opportunity to appear before such foreign court, and we were
guaranteed due process rights;
(iv)
the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
(v)
no pending litigation in Peru between the same parties for the same dispute was initiated before the
commencement of the proceeding that concluded with the foreign judgment;
(vi)
the judgment is not incompatible with another judgment that fulfills the requirements of recognition
and enforceability established by Peruvian law unless such foreign judgment was rendered first;
(vii)
the judgment is not contrary to public order or good morals; and
(viii)
it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a
review of the merits thereof.
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, Pérez, Mur, 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;
iv




(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.
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 SBS and industry publications. Market share, deposit and other data
obtained from the SBS in the case of the banking operations of Peruvian banks, includes 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), Credicorp Capital S.A.
Sociedad Administradora de Fondos, (up to October 31, 2012, prior to the spin off described below), or
"Credifondo," Credicorp Capital Sociedad Agente de Bolsa, S.A., (up to October 31, 2012, prior to the spin off
described below), or "Credibolsa," Credicorp Capital Sociedad Titulizadora S.A., (up to October 31, 2012, prior to
the spin off described below), or "Creditítulos" and Empresa Financiera Edyficar, or "Financiera Edyficar," among
others. Credifondo, Credibolsa and Creditítulos were spun-off to Credicorp Capital Perú S.A.A., formerly BCP
Capital S.A.A. (of which Credicorp holds 97.67% of its capital stock, directly and through Grupo Crédito S.A.),
during the fourth quarter of 2012 and are no longer our subsidiaries. Industry publications generally state that the
information they contain has been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information are not guaranteed. Similarly, internal reports and studies, estimates and market
research, while believed to be reliable and accurately extracted by us for the purposes of this offering memorandum,
have not been independently verified. However, we believe such data is accurate and agree that we are responsible
for the accurate extraction of such information from such sources and its correct reproduction in this offering
memorandum.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains statements that constitute estimates and forward-looking statements,
including but not limited to the sections "Summary," "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations." These statements appear in a number of places in this offering
memorandum and include statements regarding our intent, belief or current expectations, and those of our officers,
with respect to (among other things) our financial condition.
Our estimates and forward-looking statements are based mainly on current expectations and estimates of future
events and trends, which affect, or may affect, our business and results of operations. Although we believe that
these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several
risks and uncertainties and are based on information currently available to us.
Our estimates and forward-looking statements may be influenced by the following factors, among others:
·
changes in the demand from, and the financial condition of, our customers, and competitive conditions in
the markets we serve;
·
changes in economic, political and business conditions in Peru;
·
governmental interventions resulting in changes in the Peruvian economy, taxes, tariffs or regulatory
environment;
·
our ability to compete successfully;
v




·
changes in our business;
·
our ability to successfully implement marketing strategies;
·
our identification of business opportunities;
·
our ability to develop and introduce new products and services;
·
changes in the cost of products and our operating costs;
·
our level of indebtedness and other financial obligations;
·
our ability to obtain financing on satisfactory terms;
·
our ability to attract new customers;
·
inflation or deflation in Peru, depreciation or appreciation of the Nuevo Sol against the U.S. dollar and
interest rate fluctuations;
·
changes in the level of dollarization of the Peruvian economy;
·
present or future changes in laws and regulations;
·
our ability to maintain existing business relationships, and to create new relationships; and
·
other risk factors discussed under the "Risk Factors" in this offering memorandum.
The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends," "hopes,"
and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking
statements refer only to the date when they were made, and we undertake no obligation to update or review any
estimate or forward-looking statement due to new information, future events or any other factors. Estimates and
forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual
results or developments may be substantially different from the expectations described in the forward-looking
statements. In light of the risks and uncertainties described above, the events referred to in the estimates and
forward-looking statements included in this offering memorandum may or may not occur, and our business
performance and results of operation may differ materially from those expressed in our estimates and forward-
looking statements, due to factors that include but are not limited to those mentioned above. Investors are warned
not to place undue reliance on any estimates or forward-looking statements in making decisions regarding
investment in the notes.
Neither we nor the initial purchasers undertake any obligation to update or revise any estimates or forward-
looking statements, whether as a result of new information, future events or otherwise.
vi




PRESENTATION OF FINANCIAL INFORMATION
Our annual consolidated financial statements as of December 31, 2011 and 2012 and for the years ended
December 31, 2010, 2011 and 2012 included herein, or the "annual consolidated financial statements," and as of
September 30, 2013 and for the nine months ended September 30, 2012 and 2013 included herein, or the "interim
consolidated financial statements" (and together with the annual 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." For additional details, see MZP's report dated November 28,
2013 included in this offering memorandum. The interim consolidated financial statements as of September 30,
2013 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
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 annual consolidated financial
statements to "$," "U.S.$," "dollars" and "U.S. dollars" are to United States dollars and references to "S/.," "Nuevo
Sol" or "Nuevos Soles" are to Peruvian Nuevos Soles.
For the convenience of the reader, this offering memorandum presents translations of certain Nuevo Sol
amounts into U.S. dollars at specified rates, or the S/./$ exchange rate. Any data 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, 2012 have been translated from Nuevos Soles into
U.S. dollars at a rate of S/.2.550 = U.S.$1.00 (the December 31, 2012 exchange rate as published by
the SBS); and
·
data as of and for the period ended September 30, 2013 have been translated from Nuevos Soles into
U.S. dollars at a rate of S/.2.782 = U.S.$1.00 (the September 30, 2013 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 Nine Months Ended
September 30, 2012 and 2013" and "Results of Operations for the Years Ended December 31, 2010, 2011 and
2012."
Certain amounts and percentages included in this offering memorandum have been rounded, and the totals
presented in certain tables therefore may not be an arithmetic aggregation of the figures that precede them.

vii




SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the detailed
information and the financial statements and notes thereto appearing elsewhere in this offering memorandum.
Prospective investors should review the section entitled "Risk Factors" for a discussion of certain factors that
should be considered in connection with an investment in the notes.
BCP
We were established in 1889 in Lima, Peru under the name of Banco Italiano by a group of Italian immigrants.
By 1920, we had become, as we are today, the largest commercial bank in Peru, based upon total assets, loans,
deposits, shareholders' equity and branch network. We are currently controlled by Credicorp Ltd. (NYSE: BAP), or
"Credicorp," which holds directly and through Grupo Crédito S.A., a wholly owned-subsidiary domiciled in Peru,
97.66% of our capital stock. Mr. Dionisio Romero Paoletti, our Chairman and President, is the Chairman and Chief
Executive Officer of Credicorp. Members of the Romero family hold 13.27% of Credicorp's common shares as
stated in Credicorp's annual report on form 20-F filed with the SEC on April 30, 2013. We are listed and our
common shares are traded on the Lima Stock Exchange. As of September 30, 2013, 2.34% of our common stock
was publicly held.
We have the leading banking franchise in Peru, including commercial and retail. We acquired Empresa
Financiera Edyficar, or "Financiera Edyficar" (microfinance) in October 2009 as part of our strategy of increasing
our presence in underbanked segments. As of September 30, 2013, Financiera Edyficar, which specializes in
providing financial services to lower-income individuals as well as micro-lending, represented 8.2% of our net
income and 3.5% of our total assets. As of September 30, 2013, our subsidiary Banco de Crédito de Bolivia, or
"BCB," was the fifth-largest bank in Bolivia in terms of assets and of total deposits, and the fourth-largest based on
total loans. BCB represented 3.5% of our net income and 4.6% of our total assets as of September 30, 2013. 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 September 30, 2013, and excluding
Financiera Edyficar, we had the largest branch and second-largest automated teller machine, or "ATM," network
among banks in Peru with 390 branches and agencies, including 257 in Lima and the adjoining city of Callao. We
also had 2,039 ATMs and 5,381 BCP Agents, a form of automated teller service, as of September 30, 2013.
Additionally, as of September 30, 2013, Financiera Edyficar had 187 branches.
As of September 30, 2013, on an unconsolidated basis and including Financiera Edyficar, we were the largest
financial institution in Peru in terms of total assets of S/.92.3 billion (or U.S.$ 33.2 billion), total net direct loans of
S/.55.7 billion (or U.S.$ 20.0 billion), total deposits of S/.60.0 billion (or U.S.$ 21.6 billion), and shareholders'
equity of S/.7.8 billion (or U.S.$ 2.8 billion), according to figures published by the SBS. As of September 30, 2013,
our direct loans and deposits represented 30.2% and 28.7%, respectively, of the entire Peruvian financial system,
according to the SBS. Given our relatively higher concentration on corporate clients, as of September 30, 2013, of
our total loans and deposits, 51.1% and 44.7%, respectively, were denominated in U.S. dollars as compared to
41.4% and 39.5%, respectively, for the entire Peruvian financial system. As of September 30, 2013, our
unconsolidated capital adequacy ratio was 14.1% (compared to the minimum regulatory capital requirement of
10.0%), and our net income for the nine months ended September 30, 2013 was S/.1.2 billion (or U.S.$ 437.8
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 (which include Financiera Edyficar),
we have one of the highest core-deposit ratios (calculated as demand deposits, savings and severance indemnity
deposits to total deposits) in the Peruvian financial system, which as of September 30, 2013, stood at 65.0%
compared to the average ratio of the system of 57.7%. We have historically focused on our core lending activities as
a major source of income. As of September 30, 2013, our ratios of loans to total assets and loans to total deposits
were 61.3% and 91.8%, 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, our widespread branch network, our low-cost funding
structure, our high level of investment in technology and the experience and professionalism of our management.
During the years 2011 and 2012, Credicorp followed a strategy aimed to establishing a subsidiary (that will
operate independently from BCP) engaged in financial advisory activities, asset management and investment
banking at a regional scale and primarily focused on the Latin American Integrated Market (Mercado Integrado
Latinoamericano, or "MILA"). MILA comprises the main stock exchanges of Peru, Chile and Colombia.
For this purpose, during 2012, BCP acquired a majority interest in Correval S.A. Sociedad Comisionista de
Bolsa, ("Correval") one of the market leaders in the Colombian brokerage services industry; and Inversiones IM
Trust S.A. ("IM Trust"), a Chilean brokerage and financial services company. Both companies have been transferred
to a new holding entity, Credicorp Capital Ltd. ("Credicorp Capital") formerly Credicorp Investments, a subsidiary
of Credicorp (IM Trust in November 2012 and Correval in June 2013).
Additionally, certain of our former local subsidiaries including Credifondo, Credibolsa, Credititulos and BCP's
investment banking division were spun off and acquired by Credicorp Capital Perú S.A.A. ("Credicorp Capital
Perú"), formerly BCP Capital S.A.A. Credicorp holds 97.67% of Credicorp Capital's capital stock, directly and
through Grupo Crédito S.A. We expect that at the end of this reorganization, Credicorp Capital Peru, IM Trust and
Correval will all be subsidiaries of Credicorp Capital. Currently, IM Trust and Correval are already indirect
subsidiaries of Credicorp Capital.
Our operations in Peru, 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 Supervisión 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 SME and 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 are a leader 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.
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