Obligation Banco Internacional Peruano S.A.A. 3.375% ( USP13435AB16 ) en USD

Banco Internacional Peruano S.A.A.

100 % ▲

Perou

USP13435AB16 ( en USD )

3.375% par an ( paiement semestriel )

17/01/2023 - Obligation échue

Prospectus brochure de l'obligation Banco Internacional del Peru (Interbank) S.A.A USP13435AB16 en USD 3.375%, échue

150 000 USD

484 895 000 USD

P13435AB1

N/A

Banco Internacional del Perú (Interbank) S.A.A. est une banque commerciale privée péruvienne offrant une large gamme de services financiers aux particuliers et aux entreprises, incluant des services de dépôt, de crédit, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco Internacional Peruano S.A.A. ( Perou ) , en USD, avec le code ISIN USP13435AB16, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/01/2023

LISTING MEMORANDUM

Banco Internacional del Perú S.A.A.
US$484,895,000
3.375% Senior Notes due 2023

We issued US$200 million aggregate principal amount of our 3.375% senior notes due 2023 (the "notes") on January 18, 2018. The notes will mature on
January 18, 2023. Interest on the notes will accrue at a rate of 3.375% per year and will be payable semi-annually in arrears on January 18 and July 18 of each year,
beginning on July 18, 2018. We also issued US$284,895,000 of our 3.375% senior notes due 2023 as part of an exchange offer, US$284,213,000 of which was issued
on January 25, 2018 and US$682,000 of which was issued on February 9, 2018. See "Summary--Exchange Offer for Outstanding Securities." The notes issued on
January 18, 2018 are fungible with the notes issued in connection with the exchange offer.
The notes will be our senior unsecured obligations and will rank at least pari passu in right of payment with all our other existing and future unsecured and
unsubordinated obligations (other than obligations preferred by statute or by operation of law).
We may redeem the notes in whole or in part, at any time and from time to time, on and after February 19, 2020 (or earlier if approved by the Banco
Central de Reserva del Perú (the "Peruvian Central Bank")) and prior to October 18, 2022 (the date that is three months prior to the maturity date), at a redemption
price equal to the greater of par and a redemption price based on a "make-whole" premium described herein, plus additional amounts and accrued and unpaid interest,
if any, on the principal amount of the notes to be redeemed to the par call date. On and after October 18, 2022 (the date that is three months prior to the maturity date),
we may redeem the notes in whole or in part at par, plus additional amounts and accrued and unpaid interest, if any, on the principal amount of the notes to be
redeemed to the date of redemption. See "Description of the Notes--Optional Redemption". In addition, in the event of certain changes in applicable tax laws, we
may redeem the notes, in whole but not in part, at any time on and after February 19, 2020 (or earlier if approved by the Peruvian Central Bank) at a price equal to
100% of their principal amount plus any accrued and unpaid interest up to, but excluding, the redemption date. See "Description of the Notes--Optional Redemption".
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page 16 of this offering memorandum.

Price per note: 99.936% plus accrued interest, if any, from January 18, 2018

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any U.S. state securities laws
or the securities laws of any other jurisdiction. The notes may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons
unless the offer or sale would qualify for an exemption from registration under the Securities Act and applicable state securities laws. Accordingly, we are only
offering the notes (a) to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption
from the registration requirements of the Securities Act provided by Rule 144A, and (b) to non-U.S. persons (within the meaning of Regulation S ("Regulation S")
under the Securities Act) outside the United States in compliance with Regulation S. Any offer or sale of the notes in any member state of the European Economic
Area that has implemented Directive 2003/71/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). This
offering memorandum has not been approved by a competent authority within the meaning of the Prospectus Directive. For further details about eligible offerees and
resale restrictions, see "Transfer Restrictions".
The notes and the information contained in this offering memorandum 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").
Accordingly, the notes cannot be offered or sold in the Republic of Peru ("Peru"), except if such offering is considered a private offering under the securities
laws and regulations of Peru. The notes may not be offered or sold in Peru or in any other jurisdiction except in compliance with the securities laws thereof.
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPS Regulation.
There is currently no public market for the notes. We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit them
for trading on the Euro MTF Market. The notes were delivered in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the
accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking,
société anonyme ("Clearstream"), on January 18, 2018.

Joint Bookrunning Managers
BofA
Merrill
Lynch Interbank
J.P.
Morgan
The date of this offering memorandum is February 16, 2018.

TABLE OF CONTENTS
Page
Presentation of Financial and Other Information ........................................................................................................... v
Forward-Looking Statements .....................................................................................................................................viii
Enforcement of Civil Liabilities and Service of Process ............................................................................................... x
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 16
Exchange Rates ........................................................................................................................................................... 32
Use of Proceeds ........................................................................................................................................................... 33
Capitalization ............................................................................................................................................................... 34
Selected Financial Information .................................................................................................................................... 35
Selected Statistical Information ................................................................................................................................... 38
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................... 51
Business ....................................................................................................................................................................... 85
Regulation and Supervision ....................................................................................................................................... 112
Management .............................................................................................................................................................. 125
Related Party Transactions ........................................................................................................................................ 130
Description of the Notes ............................................................................................................................................ 132
Taxation ..................................................................................................................................................................... 149
Plan of Distribution ................................................................................................................................................... 153
Transfer Restrictions .................................................................................................................................................. 158
Legal Matters ............................................................................................................................................................. 161
Independent Auditors ................................................................................................................................................ 162
Listing and General Information ............................................................................................................................... 163
Index to Financial Statements .................................................................................................................................... F-1
Annex A Principal Differences Between Peruvian GAAP and IFRS ..................................................................... A-1

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, financial condition and results of
operations may have changed since that date. Neither the delivery of this offering memorandum nor any sale of
notes made hereunder shall 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.
We have prepared this offering memorandum for use solely in connection with the proposed offering of the
notes described in this offering memorandum. This offering memorandum does not constitute an offer to any other
person other than the prospective purchaser to whom it has been delivered or the public generally to subscribe for or
otherwise acquire notes.
The initial purchasers make no representation or warranty, expressed 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, a promise or representation by the initial purchasers as to the past or
future.
This offering memorandum does not purport to summarize all of the terms, conditions, covenants and other
provisions relating to the terms of the notes that are contained in the indenture being entered into in connection with
the issuance of the notes and other transaction documents described herein. We refer you to those sources for a
more complete understanding of what we discuss in this offering memorandum. Certain of the market information
in this offering memorandum has been obtained by us from publicly available sources deemed by us to be reliable.
We accept responsibility only for correctly extracting and reproducing such information.
Neither we nor the initial purchasers are making an offer to sell, or a solicitation of an offer to buy, the
notes in any jurisdiction except where such an offer or sale is permitted. You must comply with all applicable laws
and regulations in force in any jurisdiction in which you purchase, offer or sell the notes or possess or distribute this
offering memorandum and you must obtain any consent, approval or permission required by you for the purchase,
i

offer or sale 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. Neither we nor the initial purchasers are
responsible for your compliance with those legal requirements.
By accepting this offering memorandum 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 any person affiliated with the initial purchasers 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.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. By purchasing the notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in this offering
memorandum. The notes are subject to restrictions on transfer and resale and may not be transferred or resold
except as permitted under the Securities Act, applicable state securities laws and applicable Peruvian law. 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 "Plan of Distribution" and "Transfer Restrictions".
In making an investment decision, prospective investors must rely on their own examination of us and the
terms of the offering, including the merits and risks involved. None of us, the initial purchasers or any of our
representatives are making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. We are not providing you with any legal, business, tax or other advice in this
offering memorandum, and prospective investors should not construe anything in this offering memorandum as
legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its
investment decision and to determine whether it is legally permitted to purchase the notes under applicable legal
investment or similar laws or regulations.
None of the U.S. Securities and Exchange Commission (the "SEC"), any securities commission of any state
in the United States, Peru or other regulatory authority has approved or disapproved of the notes or determined if
this offering memorandum is truthful or complete. 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.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit them
for trading on the Euro MTF Market. This offering memorandum constitutes a prospectus for the purposes of the
Luxembourg law on prospectuses for securities, dated July 10, 2005, as amended.
ii

NOTICE TO RESIDENTS OF PERU
THE NOTES AND THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM
HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH OR APPROVED BY THE SMV OR THE
BVL. ACCORDINGLY, THIS OFFERING WILL NOT BE SUBJECT TO A PUBLIC OFFERING IN
PERU.
PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT
BE APPLICABLE TO THE OFFERING OF THE NOTES AND THEREFORE, THE DISCLOSURE
OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO THE ISSUER OR THE
SELLERS OF THE NOTES BEFORE OR AFTER THEIR ACQUISITION BY PROSPECTIVE
INVESTORS. THIS OFFERING MEMORANDUM AND OTHER OFFERING MATERIALS RELATING
TO THE OFFER OF THE NOTES ARE BEING SUPPLIED TO THOSE PERUVIAN INVESTORS WHO
HAVE EXPRESSLY REQUESTED THEM. SUCH MATERIALS MAY NOT BE DISTRIBUTED TO ANY
PERSON OR ENTITY OTHER THAN THE INTENDED RECIPIENTS. ACCORDINGLY, THE NOTES
CANNOT BE OFFERED OR SOLD IN PERU, EXCEPT IF (I) SUCH NOTES WERE PREVIOUSLY
REGISTERED WITH THE SMV, OR (II) SUCH OFFERING IS CONSIDERED A PRIVATE OFFERING
UNDER THE PERUVIAN SECURITIES LAWS AND REGULATIONS. THE PERUVIAN SECURITIES
LAWS ESTABLISH, AMONG OTHER THINGS, THAT AN OFFER DIRECTED EXCLUSIVELY TO
INSTITUTIONAL INVESTORS (AS DEFINED BY PERUVIAN LAW) QUALIFIES AS A PRIVATE
OFFERING. IN MAKING AN INVESTMENT DECISION, INSTITUTIONAL INVESTORS (AS DEFINED
BY PERUVIAN LAW) MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE
OFFERING OF THE NOTES TO DETERMINE THEIR ABILITY TO INVEST IN THE NOTES.
NO OFFER OR INVITATION TO SUBSCRIBE FOR OR SELL THE NOTES OR BENEFICIAL
INTERESTS THEREIN CAN BE MADE IN THE REPUBLIC OF PERU EXCEPT IN COMPLIANCE
WITH THE PERUVIAN SECURITIES LAWS AND REGULATIONS.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, this offering memorandum is being distributed only to, and is directed only at, and
any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the
Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated)
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In
the United Kingdom, any investment or investment activity to which this offering memorandum relates is only
available to, and will be engaged in with, relevant persons.

AVAILABLE INFORMATION
We are a Peruvian bank in the form of a sociedad anónima abierta (open-stock corporation) organized
under the laws of Peru. Our common shares are registered with the Registro Público del Mercado de Valores
(Public Registry of Capital Markets) of the SMV and are listed on the BVL. Accordingly, we are currently required
to file quarterly and annual reports and hechos de importancia (notices of material events) in Spanish to the SMV
and the BVL. All such reports and notices are available at www.smv.gob.pe and www.bvl.com.pe. These reports
and notices are not incorporated by reference in, and do not constitute a part of, this offering memorandum.
To permit compliance with Rule 144A in connection with resales of the notes, for as long as the notes are
"restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, we have agreed to furnish,
upon request of a holder or beneficial owner of such notes, or a prospective purchaser of such notes designated by
such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the
information required to be delivered under Rule 144A(d)(4) if at the time of such request we are neither a reporting
iii

company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
Holders of the notes may obtain a copy of the indenture that governs the notes by requesting it in writing at
the address below:
Banco Internacional del Perú S.A.A.
Ave. Carlos Villarán 140, Santa Catalina
La Victoria, Lima 13, Peru
Telephone: +(511) 219-2000
Attn.: General Counsel
In addition, for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and
admitted for trading on the Euro MTF Market, you may also obtain a copy of the indenture at the office of the
paying agent in Luxembourg set forth on the inside back cover of this offering memorandum.
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
In this offering memorandum, except where indicated or the context otherwise requires, the terms
"Interbank", "the bank", "we", "us", "our", and "ours" and similar expressions refer to Banco Internacional del Perú
S.A.A., a Peruvian bank in the form of a sociedad anónima abierta (open-stock corporation) incorporated in Peru in
1897 with an indefinite duration, and its subsidiaries.
We prepare our financial statements in soles, the legal currency in Peru, and in conformity with generally
accepted accounting principles in Peru for financial institutions ("Peruvian GAAP"), which differ in certain respects
from International Financial Reporting Standards ("IFRS"), as adopted by the International Accounting Standards
Board ("IASB"). In the case of Peruvian banks and other financial institutions, rules under Peruvian GAAP for the
preparation of financial statements are generally promulgated by the Peruvian Superintendency of Banks, Insurance
and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras de Fondos
Privados de Pensiones, or the "SBS"). In the absence of rules promulgated by the SBS, IFRS, as approved by the
Peruvian Consejo Normativo de Contabilidad (Accounting Standards Board, or "CNC"), apply. See Annex A for a
description of principal differences between Peruvian GAAP and IFRS as they relate to us.
Our audited financial statements included in this offering memorandum present our financial position as of
December 31, 2016 and 2015 and our results of operations for each of the three years ended December 31, 2016,
2015 and 2014. Our unaudited interim condensed financial statements included in this offering memorandum
present our financial position as of September 30, 2017 and our results of operations for the nine months ended
September 30, 2017 and 2016.
We do not present consolidated financial statements nor is any financial information in this offering
memorandum presented on a consolidated basis because the effect of consolidation is not significant to the revenue,
expense, asset and liability accounts presented in the financial statements. Our investment in subsidiaries as of
September 30, 2017 and December 31, 2016 and 2015 has been recorded under the equity method of accounting.
Our financial statements as of December 31, 2016 and 2015 have been audited by Paredes, Burga & Asociados
S.C.R.L., a member firm of Ernst & Young Global Limited ("Ernst & Young"). As of September 30, 2017, there
were no changes in the composition and ownership of the bank's investments in subsidiaries and associates as
compared to the information presented in the 2016 Annual Financial Statements.
Exchange Rate Information
The term "sol" and the symbol "S/" refer to the legal currency of Peru and the term "U.S. dollar" and the
symbol "US$" refer to the legal currency of the United States.
We have translated some of the soles amounts contained in this offering memorandum into U.S. dollars for
convenience purposes only. Because the September 30, 2017 figures and the December 31, 2016 figures have been
converted into U.S. dollars at different rates, comparisons should not be made between such numbers as they reflect
changes in exchange rates in addition to changes in the underlying numbers.
Unless the context otherwise requires, the rate used to translate soles amounts to U.S. dollars (i) as of
September 30, 2017 was S/3.265 to US$1.00, which was the exchange rate reported on September 30, 2017 by the
SBS, and (ii) as of December 31, 2016 was S/3.356 to US$1.00, which was the exchange rate reported on
December 31, 2016 by the SBS. The Federal Reserve Bank of New York does not report a noon buying rate for
soles. The U.S. dollar equivalent information presented in this offering memorandum is provided solely for the
convenience of investors and should not be construed as implying that the soles amounts represent, or could have
been or could be converted into, U.S. dollars at such rates or at any other rate. See "Exchange Rates" for
information regarding historical exchange rates of soles to U.S. dollars.
Effect of Rounding
Certain figures included in this offering memorandum and in our financial statements have been rounded
for ease of presentation. Percentage figures included in this offering memorandum have not in all cases been
v

calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this
reason, percentage amounts in this offering memorandum may vary from those obtained by performing the same
calculations using the figures in our financial statements. Certain numerical figures shown as totals in some tables
may not be an arithmetic aggregation of the figures that preceded them due to rounding.
Industry and Market Data
In this offering memorandum, unless otherwise indicated, all macroeconomic data relating to Peru is based
on information published by the SBS, the Peruvian Central Bank, the Peruvian Ministry of the Economy and
Finance (Ministerio de Economía y Finanzas, or "MEF"), and the Peruvian National Institute of Statistics and
Information Processing (Instituto Nacional de Estadística e Informática, or "INEI"). References in this offering
memorandum to "GDP" refer to real gross domestic product, except for GDP per capita and penetration ratios of
loan products.
References in this offering memorandum to "peer countries" in Latin America refer to Brazil, Chile,
Colombia and Mexico. References in this offering memorandum to the "four largest banks in Peru" or the "four
largest Peruvian banks" refer to Banco de Crédito del Perú, BBVA Continental, Interbank and Scotiabank Perú.
Unless otherwise indicated, statistical information in this offering memorandum relating to market share,
ranking, and other measures, as well as information on other Peruvian financial institutions and the Peruvian
financial system generally, has been derived from reports and information published by the SBS, the SMV, the
Peruvian Central Bank, the Federation of Latin American Banks (Federación Latinoamericana de Bancos, or
"FELABAN"), the Association of Peruvian Banks (Asociación de Bancos del Perú, or "ASBANC") or from other
publicly available sources and industry publications.
Socioeconomic levels are determined based on the data collected by INEI in their national annual survey
Encuesta Nacional de Hogares (ENAHO). INEI assigns a score to each household based on their ranking on the
following four factors: (i) characteristics of the household living space, (ii) level of living space overcrowding,
(iii) level of education of household head and (iv) ownership of durable goods/properties; and then groups them in
five socioeconomic segments (A, B, C, D, E).
Other market share information and other statistical information and quantitative statements in this offering
memorandum regarding our market position relative to our competitors, except where otherwise indicated, is not
based on published statistical data or information obtained from independent third parties. Rather, such information
and statements reflect management estimates based upon our internal records and surveys, statistics published by
providers of industry data, information published by our competitors, and information published by trade and
business organizations and associations and other sources within the industry in which we operate. We have not
independently verified any data produced by third parties or industry or general publications, although we believe
such data and publications are reliable. In addition, while we believe our internal data and surveys to be reliable,
such data and surveys have not been verified by any independent sources.
Loan Portfolio Data
Unless otherwise indicated, references in this offering memorandum to performing loans refer to loans in
compliance with their original contractual obligations. References to past-due loans refer to overdue loans defined
as follows. Commercial loans are considered past-due once amortization payments are 15 days overdue. Loans to
micro-businesses are considered past-due once amortization payments are 30 days overdue. In the case of
consumer, mortgage and leasing loans, the amortization portion of a coupon is considered past-due once 30 days
overdue and the total amount of the loan is considered past-due once an amortization payment is 90 days overdue.
Past-due loans do not include refinanced and restructured loans. References to total gross loans include total loans
outstanding, including past-due loans, refinanced loans, and restructured loans, and references to total net loans are
to gross loans plus accrued interest less allowances for loan losses and deferred interest.
The refinanced loans are direct loans in which modifications are made in the time and/or amounts of the
original contract due to difficulties in the payment capacity of the client. When a loan is refinanced, it is no longer
considered as past due but it maintains its previous classification as impaired or not impaired. If the debtor complies
with the new agreement during the following six months, and an analysis of its payment capacity supports a new
vi

improved risk classification, it is classified as not impaired. If subsequently to the loan modification, the debtor fails
to comply with the new agreement, it is considered as impaired and past due loan.
Certain Financial Definitions and Conventions
This offering memorandum discloses GAAP financial measures, in particular it includes return on average
assets ("ROA"), and return on average equity ("ROE"). We define our ROA as net profit for the period divided by
average total assets and our ROE as net profit for the period divided by average shareholders' equity, in both cases,
computed as the simple average of quarterly balances from December 31 of the previous year to the date as of
calculation.
Our management uses these measures as indicators of our operating results and financial condition;
however, you should not consider them in isolation, as an alternative to net income, as an indicator of our operating
performance or as a substitute for analysis of our results as reported under Peruvian GAAP. Our management
believes that, for comparison purposes with other companies, ROA and ROE can be useful as objective and
comparable measures of operating profitability.
We also present average balances and nominal average interest rates in this offering memorandum. Except
as otherwise indicated, average balances are based on quarterly balances. Nominal average interest rates have been
calculated by dividing interest earned on assets or paid on liabilities by the corresponding average balances on such
assets or liabilities. We also present annualized figures which are derived from recalculations of partial year figures
to reflect a full year.
vii

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. All statements other than statements of
historical fact included in this offering memorandum regarding our business, financial condition, results of
operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs and statements
regarding other future events or prospects are forward-looking statements. These statements include, without
limitation, those concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability and
growth; our possible or assumed future results of operations; capital expenditures and investment plans; adequacy of
capital; and financing plans. In addition, this offering memorandum includes forward-looking statements relating to
our potential exposure to various types of market risks, such as macroeconomic risk, Peru specific risks, foreign
exchange rate risk, interest rate risks and other risks related to our financial performance. The words "aim", "may",
"will", "expect", "is expected to", "anticipate", "believe", "future", "continue", "help", "estimate", "plan", "schedule",
"intend", "should", "would be", "seeks", "estimates", "shall", or the negative or other variations thereof, as well as
other similar expressions regarding matters that are not historical facts, are or may indicate forward-looking
statements.
We have based these forward-looking statements on our management's current views with respect to future
events and financial performance. These views reflect the best judgment of our management but involve a number
of risks and uncertainties which could cause actual results to differ materially from those predicted in our
forward-looking statements and from past results, performance or achievements. Although we believe that the
estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By
their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-looking statements. These
factors include, among other things:

economic, business and political developments in Peru and globally;

changes in Peruvian and foreign laws and regulations, including the adoption of new capital
requirements for banks;

increased competition in the Peruvian financial services;

increased inflation;

exchange rate instability and government measures to control foreign exchange rates;

developments affecting the purchasing power of middle income consumers or consumer spending
generally;

increases in interest rates;

downturns in the capital markets and changes in capital markets in general that affect policies or
attitudes towards lending to Peru or Peruvian companies or securities issued by Peruvian
companies;

the inability to obtain the capital we need for further expansion of our businesses;

the inability to attract and retain key personnel;

any future acquisitions may not bring anticipated benefits;

changes in tax laws;

severe weather, natural disasters and adverse climate changes, including the El Niño phenomenon;

changes in regional or global markets;
viii

dependence on sovereign debt in our investment portfolios;

credit and other risks of lending, such as increases in defaults of borrowers;

increased costs of funding or our inability to obtain additional debt or equity financing on
attractive terms or at all;

a deterioration in the quality of our assets;

allowances for impairment losses may be inadequate;

changes to accounting standards;

changes in actuarial assumptions upon which our annuity business is based;

decreases in the spread between investment yields and implied interest rates in annuities;

dependence on information technology ("IT") systems; and

other risks and uncertainties described in "Risk Factors".
We urge you to read the sections of this offering memorandum entitled "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations", and "Business" for a more complete
discussion of the factors that could affect our future performance and the industries in which we operate.
Additionally, new risks and uncertainties can emerge from time to time, and it is not possible for us to predict all
future risks and uncertainties, nor can we assess their potential impact. Accordingly, you should not place undue
reliance on forward-looking statements as a prediction of actual results.
All forward-looking statements included in this offering memorandum are based on information available
to us on the date of this offering memorandum. We undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, except as may be
required by applicable law. All other written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this
offering memorandum.
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