UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON,D.C. 20549

 

**FORM 20-F**

 

 ̈REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIESEXCHANGE ACT OF 1934

OR

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGEACT OF 1934

Forthe fiscal year ended December 31, 2012

OR

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGEACT OF 1934

OR

 ̈SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGEACT OF 1934

Dateof event requiring this shell company report ______________

Forthe transition period from      to

Commissionfile number 1-14014

 

 

 

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**Securitiesregistered or to be registered pursuant to Section 12(b) of the Act.**

 

 

**Securitiesregistered or to be registered pursuant to Section 12(g) of the Act.                                     **None

 

**Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act.                  **None

 

**Indicatethe number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report.     **Common Shares, par value $5.00 per share                    94,382,317

 

**Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. **

Yes           x                  No        ̈

 

**Ifthis report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934.**

Yes            ̈                  No       x

 

**Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.**

Yes           x                  No        ̈

 

**Indicateby check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).**

Yes           x                  No        ̈

 

**Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. *See* definitionof “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. **

 

**Indicateby check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:**

 

**If“Other” has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.**

Item17   ̈                       Item18  x

 

**Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).**

Yes            ̈                  No       x

 

 

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**ABBREVIATIONS**

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**PRESENTATION OF FINANCIAL INFORMATION**

 

Unless otherwise specified or the contextotherwise requires, references in this Form 20-F (also referred to as the Annual Report), to “$,” “US$,”“Dollars,” “foreign currency” or “U.S. Dollars” are to United States Dollars, and referencesto “S/.”, “Nuevo Sol” or “Nuevos Soles” are to Peruvian Nuevos Soles. Each Nuevo Sol is dividedinto 100 céntimos (cents).

 

Credicorp Ltd. is a Bermuda limited liabilitycompany (and is referred to in this Annual Report as Credicorp, the Company, we, or us, and means either Credicorp as a separateentity or as an entity together with our consolidated subsidiaries, as the context may require). We maintain our financial booksand records in U.S. Dollars and present our financial statements in accordance with International Financial Reporting Standards(IFRS), as issued by the International Accounting Standards Board (IASB). IFRS differ in certain respects from United States GenerallyAccepted Accounting Principles (U.S. GAAP).

 

We operate primarily through our four operatingsegments: banking (mainly wholesale banking and retail banking), investment banking, insurance, and pension funds. See informationabout operating segments in “Item 4.-Information on the Company: (A) History and Development of the Company, and (B) BusinessOverview”.

 

Our five principal operating subsidiariesare: (i) Banco de Crédito del Perú (which, together with its consolidated subsidiaries, is referred to as BCP andincludes wholesale and retail banking); (ii) Atlantic Security Bank, which we hold through Atlantic Security Holding Corporation(which, are referred to as ASB and ASHC, respectively); (iii) El Pacífico-Peruano Suiza Compañía de Segurosy Reaseguros (which together with its consolidated subsidiaries, is referred to as Grupo Pacífico); (iv) Prima AFP; and(v) Credicorp Investments (which eventually will consolidate the companies of our investment banking business). As of and for theyear ended December 31, 2012, BCP accounted for 87.7% of our total assets, 84.3% of our net income and 65.3% of our net equity.Unless otherwise specified, the individual financial information for BCP, ASB, Grupo Pacífico, Prima AFP and Credicorp Investmentsincluded in this Annual Report has been derived from the audited consolidated financial statements of each such entity. See “Item3. Key Information—(A) Selected Financial Data” and “Item 4. Information on the Company—(A) History andDevelopment of the Company.” We refer to BCP, ASB, Grupo Pacífico, Prima AFP and Credicorp Investments as our mainoperating subsidiaries, and we refer to Grupo Crédito and ASHC as our two main holding subsidiaries.

 

“Item 3. Key Information—(A)Selected Financial Data” contains key information related to our performance. This information was obtained mainly from ourconsolidated financial statements as of December 31, 2008, 2009, 2010, 2011 and 2012.

 

Our management’s criteria on foreigncurrency translation, for the purpose of preparing the Credicorp Consolidated Financial Statements, are described in “Item5. Operating and Financial Review and Prospects—(A) Operating Results—(1) Critical Accounting Policies—ForeignCurrency Translation.”

 

Some of our subsidiaries maintain theiroperations and balances in Nuevos Soles. As a result, this Annual Report contains certain Nuevo Sol amounts translated into U.S.Dollars which is solely for the convenience of the reader. You should not construe any of these translations as representationsthat the Nuevo Sol amounts actually represent such equivalent U.S. Dollar amounts or could be converted into U.S. Dollars at therate indicated as of the dates mentioned herein, or at all. Unless otherwise indicated, these U.S. Dollar amounts have been translatedfrom Nuevos Soles at an exchange rate of S/.2.55 = US$1.00, which is the December 31, 2012 exchange rate set by the Peruvian Superintendencyof Banks, Insurance and Pension Funds (SBS by its Spanish initials). The average of the bid and offered free market exchange ratespublished by the SBS for April 24, 2013 was S/.2.624 per US$1.00. Translating amounts expressed in Nuevos Soles on a specifieddate (at the prevailing exchange rate on that date) may result in the presentation of U.S. Dollar amounts that are different fromthe U.S. Dollar amounts that would have been obtained by translating Nuevos Soles on another specified date (at the prevailingexchange rate on that different specified date). See also “Item 3. Key Information—(A) Selected Financial Data—ExchangeRates” for information regarding the average rates of exchange between the Nuevo Sol and the U.S. Dollar for the periodsspecified therein. The Federal Reserve Bank of New York does not publish a noon buying rate for Nuevos Soles. Our Bolivian subsidiaryoperates in Bolivianos, a currency that has been maintained stable over recent years. Our Bolivian subsidiary’s financialstatements are also presented in U.S. Dollars. Our recently acquired companies, Correval S.A. Sociedad Comisionista de Bolsa inColombia (Correval) and IM Trust S.A. Corredores de Bolsa in Chile (IM Trust), operate in Colombian Pesos and Chilean Pesos, respectively,and their financial statements are converted into U.S. Dollars for consolidation purposes.

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**CAUTIONARYSTATEMENT WITH RESPECT TO**

**FORWARD-LOOKINGSTATEMENTS**

 

Certain statements contained in this AnnualReport are not historical facts, including, without limitation, certain statements made in the sections entitled “Item 3.Key Information,” “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects”and “Item 11. Quantitative and Qualitative Disclosures about Market Risk,” which are forward-looking statements withinthe meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 (or theExchange Act). These forward-looking statements are based on our management’s current views and assumptions and involve knownand unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressedor implied in the forward-looking statements. Therefore, actual results, performance or events may be materially different fromthose in the forward-looking statements due to, without limitation:

 

 

 

 

 

 

 

 

 

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*See* “Item 3. Key Information—(D)Risk Factors,” and “Item 5. Operating and Financial Review and Prospects.”

 

We are not under any obligation to, andwe expressly disclaim any obligation to, update or alter any forward-looking statements contained in this Annual Report whetheras a result of new information, future events or otherwise.

 

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**PART I**

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Not applicable.

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The following tablepresents a summary of our consolidated financial information at the dates and for the periods indicated. This selected financialdata is presented in U.S. Dollars. You should read this information in conjunction with, and qualify this information in its entiretyby reference to, the Consolidated Financial Statements, which are also presented in U.S. Dollars.

 

The summary of ourconsolidated financial data as of, and for the years ended, December 31, 2008, 2009, 2010, 2011 and 2012 is derived from the ConsolidatedFinancial Statements audited by Medina, Zaldívar, Paredes & Asociados S.C.R.L, member of Ernst & Young Global,independent registered public accountants.

 

The report of Medina,Zaldívar, Paredes & Asociados S.C.R.L on the Consolidated Financial Statements as of December 31, 2011 and 2012 andfor the years ended December 31, 2010, 2011 and 2012 appears elsewhere in this Annual Report.

 

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**SELECTED FINANCIAL DATA**

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