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Maximum | Amount of | |||||||
Aggregate | Registration | |||||||
Title of Each Class of Securities Offered | Offering Price | Fee(1) | ||||||
6.125% Subordinated Notes due 2020 | $ | 620,000,000 | $ | 44,206 |
(1) | Calculated in accordance with Rule 457 (r) under the Securities Act of 1933. |
Per note | Total | |||||||
Public offering price (1) | 98.418% | US$ | 610,191,600 | |||||
Underwriting discount | 0.500% | US$ | 3,100,000 | |||||
Proceeds, before expenses, to us | 97.918% | US$ | 607,091,600 |
BofA Merrill Lynch | J.P. Morgan |
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(1) | our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed on June 11, 2010 (the “Annual Report”); and |
(2) | our reports on Form 6-K, dated and filed on May 10, 2010 and May 27, 2010. |
Carrera 48 # 26-85, Avenida Los Industriales
Medellín, Colombia
Attention: General Secretary
Telephone Number: (574) 404-1837
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Month | Low | High | Period End | |||||||||
June 2010 | 1,886.05 | 1,971.55 | 1,913.15 | |||||||||
May 2010 | 1,950.44 | 2,029.54 | 1,971.55 | |||||||||
April 2010 | 1,911.07 | 1,973.05 | 1,950.44 | |||||||||
March 2010 | 1,888.05 | 1,934.21 | 1,921.88 | |||||||||
February 2010 | 1,914.87 | 2,003.76 | 1,932.32 | |||||||||
January 2010 | 1,957.82 | 2,044.23 | 1,982.29 |
Source: | SFC. |
Period | Period End | Average | ||||||
2009 | 2,044.23 | 2,179.64 | ||||||
2008 | 2,243.59 | 1,993.80 | ||||||
2007 | 2,014.76 | 2,069.21 | ||||||
2006 | 2,238.79 | 2,359.13 | ||||||
2005 | 2,284.22 | 2,320.77 |
Source: | SFC. |
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• | changes in general economic, business, political, social, fiscal or other conditions in Colombia, or in any of the other countries where we operate; | ||
• | changes in capital markets or in markets in general that may affect policies or attitudes towards lending; | ||
• | unanticipated increases in our financing and other costs, or our inability to obtain additional debt or equity financing on attractive terms; | ||
• | inflation, changes in foreign exchange rates and/or interest rates; | ||
• | sovereign risks; | ||
• | liquidity risks; | ||
• | increases in defaults by our borrowers and other loan delinquencies; | ||
• | lack of acceptance of new products or services by our targeted customers; | ||
• | competition in the banking, financial services, credit card services, insurance, asset management, remittances, business and other industries in which we operate; | ||
• | adverse determination of legal or regulatory disputes or proceedings; | ||
• | changes in official regulations and the governmental banking policy as well as other changes in laws, regulations or policies in the jurisdictions in which we do business; | ||
• | regulatory issues relating to acquisitions; | ||
• | changes in business strategy; and | ||
• | other factors identified or discussed under “Risk factors” in this prospectus supplement and elsewhere in the Annual Report, which is incorporated in this prospectus supplement by reference. |
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• | a treaty exists between Colombia and the country where the judgment was granted or there is reciprocity in the recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of Colombia; | ||
• | the foreign judgment does not relate to “in rem rights” vested in assets that were located in Colombia at the time the suit was filed and does not contravene or conflict with Colombian laws relating to public order other than those governing judicial procedures; | ||
• | the foreign judgment, in accordance with the laws of the country where it was rendered, is final and is not subject to appeal and a duly certified and authenticated copy of the judgment has been presented to a competent court in Colombia; | ||
• | the foreign judgment does not refer to any matter upon which Colombian courts have exclusive jurisdiction; | ||
• | no proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has been awarded in any proceeding in Colombia on the same subject matter and between the same parties; and | ||
• | in the proceeding commenced in the foreign court that issued the judgment, the defendant was served in accordance with the law of such jurisdiction and in a manner reasonably designated to give the defendant an opportunity to defend against the action. |
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• | COP 60,771 billion in total assets; | ||
• | COP 39,494 billion in total net loans and financial leases; | ||
• | COP 40,113 billion in total deposits; and | ||
• | COP 6,802 billion in stockholders’ equity. |
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• | Long-Term Issuer Default Rating (IDR) to “BBB-” from “BB+” | ||
• | Local Currency Long-Term IDR to “BBB-“ from “BB+” | ||
• | Foreign Currency Short-Term IDR to “F3” from “B” | ||
• | Local Currency Short-Term IDR to “F3” from “B” | ||
• | Individual Rating to “C” from “C/D” | ||
• | Support Floor to “BB” from “BB-” | ||
• | Subordinated debt to “BB+” from “BB” |
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Issuer | Bancolombia S.A. | |
Securities offered | US$620,000,000 million in aggregate principal amount of 6.125% subordinated notes due 2020. | |
Issue Price | 98.418% of the principal amount of the notes, plus accrued interest, if any from July 26, 2010. | |
Maturity | The notes will mature on July 26, 2020. | |
Interest | 6.125% payable semi-annually on January 26 and July 26 of each year, beginning on January 26, 2011. | |
Form and Denomination | The notes will be issued in registered form, without coupons, and in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. | |
Payment Currency | All amounts due in respect of principal, interest or the additional amounts, if any, will be paid in U.S. dollars. | |
Ranking | The notes will be our unsecured subordinated obligations. In the event of our liquidation under Colombian law, the notes will rank: |
• | junior in right of payment to the payment of all our Senior External Liabilities (as defined in “Description of the notes”) with or without legal preference, including, without limitation, senior indebtedness. As of March 31, 2010, we have COP 52,746 billion of Senior External Liabilities; | ||
• | pari passuwith all our other present or future Tier II subordinated indebtedness, including, without limitation, any subordinated bonds subscribed by the Fondo de Garantías de Instituciones Financieras. As of March 31, 2010, we have COP 1,222 billion of outstanding Tier II subordinated indebtedness, of which COP 48 billion has been issued by our subsidiary Sufinanciamento S.A.; and |
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• | senior in right of payment only to our capital stock and to any other instruments that may qualify as Tier One Capital for purposes of Colombian banking laws other than subordinated bonds subscribed by the Fondo de Garantías de Instituciones Financieras. |
Optional Redemption | None. | |
Merger and Sales of Assets | The indenture governing the notes will contain a covenant that limits our ability to merge or consolidate with another entity or sell, lease or transfer substantially all of our properties or assets to another entity. See “Description of the notes—Certain Covenants—Mergers, Consolidations, Etc.” | |
No Acceleration of Notes | If we fail to make payment of principal, interest or the additional amounts, if any, on the notes (and, in the case of payment of principal, such failure to pay continues for seven days or, in the case of payment of interest or additional amounts, such failure to pay continues for 30 days), each holder of the notes has the right to demand and collect under the indenture, and we will pay to the holders of the notes the applicable amount of such due and payable principal, accrued interest and any additional amounts on the notes; provided, however, that to the extent that the SFC has taken possession of us in order to administer or liquidate us, under the Colombian bankruptcy laws, the holders of the notes would not be able to commence independent collection proceedings to recover amounts owed. There is no right of acceleration in the case of a default in any payment on the notes (whether when due or otherwise) or the performance of any of our other obligations under the indenture or the notes. Notwithstanding the immediately preceding sentence, the holders of the notes shall have the right to accelerate the payments due under the notes during the occurrence of an Event of a Default (as defined herein), provided that there shall have been a change, amendment or modification to the Colombian banking laws that would permit such right without disqualifying the notes from Tier Two Capital status and the holders exercise such right in accordance with applicable Colombian banking law. Subject to the subordination provisions of the notes, if any Event of Default occurs and is continuing, the Trustee may pursue any available remedy (excluding acceleration, except as provided herein) to collect the payment of principal and interest on the notes |
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or to enforce the performance of any provision under the indenture. See “Colombian banking regulations—Bankruptcy Considerations.” | ||
Listing | We have applied to list the notes on the New York Stock Exchange. Currently, there is no public market for the notes. | |
Use of Proceeds | The net proceeds from the offering will be available to strengthen our capital structure, regulatory compliance and for general corporate purposes. See “Use of Proceeds.” | |
Trustee | The Bank of New York Mellon. | |
Governing Law | New York. |
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For the year ended | For the three month period ended | |||||||||||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | March 31, | March 31, | March 31, | ||||||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2009 | 2010 | 2010 | ||||||||||||||||||||||
(in millions of COP and thousands of US$)(1) | ||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF OPERATIONS: | ||||||||||||||||||||||||||||
Net interest income | COP | 2,808,318 | COP | 3,560,402 | COP | 3,802,282 | US$ | 1,860,007 | COP | 985,171 | COP | 769,675 | US$ | 400,480 | ||||||||||||||
Net interest income after provisions | 2,211,283 | 2,427,235 | 2,648,908 | 1,295,797 | 645,258 | 627,177 | 326,335 | |||||||||||||||||||||
Net operating income(2) | 1,449,994 | 1,751,322 | 1,640,712 | 802,606 | 422,010 | 460,580 | 239,651 | |||||||||||||||||||||
Income before income taxes | 1,448,806 | 1,764,699 | 1,718,863 | 840,836 | 428,998 | 483,406 | 251,528 | |||||||||||||||||||||
Net income | COP | 1,086,923 | COP | 1,290,643 | COP | 1,256,850 | US$ | 614,828 | COP | 311,125 | COP | 340,984 | US$ | 177,422 | ||||||||||||||
OTHER DATA(3) | ||||||||||||||||||||||||||||
Profitability ratios: | ||||||||||||||||||||||||||||
Net interest margin(4) | 7.60 | % | 7.70 | % | 7.22 | % | 7.22 | % | 2.01 | % | 1.48 | % | 1.48 | % | ||||||||||||||
Return on average total assets(5) | 2.52 | 2.34 | 2.01 | 2.01 | 0.54 | 0.55 | 0.55 | |||||||||||||||||||||
Return on average shareholders’ equity(6) | 26.13 | 23.68 | 19.59 | 19.59 | 5.47 | 5.18 | 5.18 | |||||||||||||||||||||
Efficiency ratio: | ||||||||||||||||||||||||||||
Operating expenses as a percentage of interest, fees, services and other operating income | 52.60 | % | 47.79 | % | 50.89 | % | 50.89 | % | 48.47 | % | 54.79 | % | 54.79 | % | ||||||||||||||
Capital ratios: | ||||||||||||||||||||||||||||
Period-ended shareholders’ equity as a percentage of period-end total assets | 9.97 | 9.90 | 11.37 | 11.37 | 9.36 | 11.19 | 11.19 | |||||||||||||||||||||
Period-end technical capital as a percentage of period-end risk-weighted assets(7) | 12.67 | 11.24 | 13.23 | 13.23 | 12.73 | 13.62 | 13.62 | |||||||||||||||||||||
Credit quality data: | ||||||||||||||||||||||||||||
Non-performing loans as a percentage of total loans(8),(11) | 1.77 | % | 2.35 | % | 2.44 | % | 2.44 | % | 2.35 | % | 2.51 | % | 2.51 | % | ||||||||||||||
“C,” “D” and “E” loans as a percentage of total loans(10),(11) | 3.10 | 4.40 | 5.11 | 5.11 | 4.18 | 5.25 | 5.25 | |||||||||||||||||||||
Allowance for loan and accrued interest losses as a percentage of nonperforming loans(11) | 223.67 | 224.53 | 241.08 | 241.08 | 223.58 | 237.60 | 237.60 | |||||||||||||||||||||
Allowance for loan and accrued interest losses as a percentage of “C,” “D” and “E” loans(9),(11) | 127.38 | 120.21 | 115.25 | 115.25 | 125.74 | 113.47 | 113.47 | |||||||||||||||||||||
Allowance for loan and accrued interest losses as a percentage of total loans(11) | 3.95 | 5.29 | 5.89 | 5.89 | 5.26 | 5.96 | 5.96 | |||||||||||||||||||||
Operating Data: | ||||||||||||||||||||||||||||
Number of branches(9) | 719 | 717 | 713 | 713 | 714 | 719 | 719 |
(1) | Amounts stated in U.S. dollars have been converted at the rate of COP 2,044.23 per US$1.00, which is the representative market rate calculated on December 31, 2009, the last business day of the year, or at the rate of COP 1,921.88 per US$1.00, which is the representative market rate calculated on March 31, 2010, the last business day of the quarter, as applicable, both as reported by the SFC. Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | In 2008, the SFC issued External Circulars 025, 030, 044 and 063 (the “2008 External Circulars”) establishing new guidelines to be followed by entities under its supervision for the valuation of derivatives and structured products. In accordance with the 2008 External Circulars, the Bank modified the methodology by which it values its portfolio of derivative and structured products. As a result, in 2009 the Bank recorded a loss due to reduction in the carrying value of derivatives in the amount of COP 122,765 million. As of March 2009, the Bank recorded a loss due to reduction in the carrying value of derivatives in the amount of COP 61,229 million. | |
(3) | Ratios were calculated on the basis of monthly averages. | |
(4) | Net interest income divided by average interest-earning assets. | |
(5) | Net income divided by average total assets. | |
(6) | Net income divided by average shareholders’ equity. | |
(7) | For an explanation of risk-weighted assets and Technical Capital, see Item 4. “Information on the Company—B. Business Overview—B.5. Supervision and Regulation-Capital Adequacy Requirements” in the Annual Report, which is incorporated by reference herein. | |
(8) | Non performing loans are micro-credit loans that are past due 30 days or more, mortgage and consumer loans that are past due 60 days or more and commercial loans that are past due 90 days or more. (Each category includes financial leases.) |
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(9) | Number of branches does not include branches of the Bank’s subsidiaries. | |
(10) | See Item 4. “Information on the Company—E. Selected Statistical Information—E.3. Loan Portfolio-Risk Categories” in the Annual Report, which is incorporated by reference herein, for a description of “C”, “D” and “E” Loans. | |
(11) | In October 23, 2003, the Superintendency of Banking (now the SFC), through its External Circular 040 of 2003, modified the treatment of financial leases. Starting January 1, 2004, instead of recording financial leases as property, plant and equipment, companies must account for them in their loan portfolio. |
As of the year ended | As of the three month period ended | |||||||||||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | March 31, | March 31, | March 31, | ||||||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2009 | 2010 | 2010 | ||||||||||||||||||||||
(in millions of COP and thousands of US$)(1) | ||||||||||||||||||||||||||||
CONSOLIDATED BALANCE SHEET DATA | ||||||||||||||||||||||||||||
Loans and financial leases, net(2) | COP | 36,245,473 | COP | 42,508,210 | COP | 39,610,307 | US$ | 19,376,639 | COP | 43,492,984 | COP | 39,493,643 | US$ | 20,549,484 | ||||||||||||||
Investment securities, net(3) | 5,774,251 | 7,278,276 | 8,914,913 | 4,361,013 | 8,268,653 | 8,608,550 | 4,479,234 | |||||||||||||||||||||
Other assets | 10,131,925 | 11,996,593 | 13,339,145 | 6,525,266 | 13,182,624 | 12,668,389 | 6,591,665 | |||||||||||||||||||||
Total Assets | 52,151,649 | 61,783,079 | 61,864,365 | 30,262,918 | 64,944,261 | 60,770,582 | 31,620,383 | |||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||||||||||
Deposits | COP | 34,374,150 | COP | 40,384,400 | COP | 42,149,330 | US$ | 20,618,683 | COP | 43,515,189 | COP | 40,113,266 | US$ | 20,871,889 | ||||||||||||||
Non-interest bearing | 5,804,724 | 5,723,460 | 6,307,780 | 3,085,651 | 5,071,172 | 5,570,111 | 2,898,262 | |||||||||||||||||||||
Interest bearing | 28,569,426 | 34,660,940 | 35,841,550 | 17,533,032 | 38,444,017 | 34,543,155 | 17,973,627 | |||||||||||||||||||||
Other liabilities | 12,578,229 | 15,281,834 | 12,682,206 | 6,203,903 | 15,350,824 | 13,855,066 | 7,209,121 | |||||||||||||||||||||
Total liabilities | 46,952,379 | 55,666,234 | 54,831,536 | 26,822,586 | 58,866,013 | 53,968,332 | 28,081,010 | |||||||||||||||||||||
Shareholders’ equity | 5,199,270 | 6,116,845 | 7,032,829 | 3,440,332 | 6,078,248 | 6,802,250 | 3,539,373 | |||||||||||||||||||||
Total liabilities and shareholders’ equity | 52,151,649 | 61,783,079 | 61,864,365 | 30,262,918 | 64,944,261 | 60,770,582 | 31,620,383 |
(1) | Amounts stated in U.S. dollars have been converted at the rate of COP 2,044.23 per US$1.00, which is the representative market rate calculated on December 31, 2009, the last business day of the year, or at the rate of COP 1,921.88 per US$1.00, which is the representative market rate calculated on March 31, 2010, the last business day of the quarter, as applicable, both as reported by the SFC. Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | Includes Financial Leases for COP 4,699 billion, COP 5,507 billion, COP 5,470 billion, COP 5,671 billion and COP 5,427 billion as of December 31 2007, 2008, 2009, March 2009, March 2010, respectively. | |
(3) | In 2009, the SFC issued External Circular 047. This new regulation provided that, in cases where the Bank has a positive residual interest, the Bank, as beneficiary of the interest, may record it as an investment security recognized in income, subject to the conditions defined for this purpose in the rules and regulations of External Circular 047. The recorded value must be updated on the closing date of the fiscal period in question. As a result, the Bank recognized retained interest as held to maturity in the amount of COP 57,358 million and COP 59,512 million as of December 31, 2009 and March 31, 2010, respectively. The impact in results as of March 31, 2010 was COP 2,154 million. |
For the year ended | ||||||||||||||||
December 31, 2007 | December 31, 2008 | December 31, 2009 | December 31, 2009 | |||||||||||||
(in millions of COP and thousands of US$)(1) | ||||||||||||||||
CONSOLIDATED INCOME STATEMENT DATA | ||||||||||||||||
Net income | COP1,015,644 | COP849,920 | COP1,172,524 | US $573,577 |
(1) | Amounts stated in U.S. dollars have been converted at the rate of COP 2,044.23 per US$1.00, which is the representative market rate calculated on December 31, 2009, the last business day of the year, or at the rate of COP 1,921.88 per US$1.00, which is the representative market rate calculated on March 31, 2010, the last business day of the quarter, as applicable, both as reported by the SFC. Such translations should not be construed as representations that the pesos amounts represent, or have been or could be converted into, United States dollars at that or any other rate. |
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As of March 31, 2010(1) | ||||||||||||||||
Actual | As Adjusted for this Offering | |||||||||||||||
(in millions of COP and thousands of US$) | ||||||||||||||||
Subscribed capital | COP | 393,914 | US$ | 204,963 | COP | 393,914 | US$ | 204,963 | ||||||||
Legal reserve and other reserves | 5,467,382 | 2,844,809 | 5,467,382 | 2,844,809 | ||||||||||||
Unappropriated retained earnings | 66,756 | 34,735 | 66,756 | 34,735 | ||||||||||||
Net Income | 140,349 | 73,027 | 140,349 | 73,027 | ||||||||||||
Subordinated bonds subscribed by Fogafin | 2,450 | 1,275 | 2,450 | 1,275 | ||||||||||||
Less: | ||||||||||||||||
Long-term investments | (100,715 | ) | (52,404 | ) | (100,715 | ) | (52,404 | ) | ||||||||
Non-monetary inflation adjustment | (92,400 | ) | (48,078 | ) | (92,400 | ) | (48,078 | ) | ||||||||
Primary capital (Tier I) | 5,877,736 | 3,058,327 | 5,877,736 | 3,058,327 | ||||||||||||
Provisions for loans | 37,754 | 19,644 | 37,754 | 19,644 | ||||||||||||
Subordinated bonds(2) | 1,219,452 | 634,510 | 2,411,018 | 1,254,510 | ||||||||||||
Others | 246,682 | 128,355 | 246,682 | 128,355 | ||||||||||||
Computed secondary capital (Tier II) | 1,503,888 | 782,509 | 2,695,454 | 1,402,509 | ||||||||||||
Technical capital | 7,381,624 | 3,840,836 | 8,573,190 | 4,460,836 | ||||||||||||
Risk-weighted assets included market risk | 54,207,462 | 28,205,435 | 54,207,462 | 28,205,435 | ||||||||||||
Technical capital to risk-weighted assets(3)(4) | 13.62 | % | 13.62 | % | 15.82 | % | 15.82 | % |
(1) | Amounts stated in U.S. dollars have been converted, solely for the convenience of the reader, at the rate of COP 1,921.88 per US$1.00, which is the representative market rate calculated on March 31, 2010, the last business day of the quarter, as reported by the SFC. Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | Subordinated bonds includes COP 1,171,752 million issued by the Bank and COP 47,700 million issued by Sufinanciamiento S.A., a subsidiary of the Bank. | |
(3) | Capital adequacy requirements for Colombian financial institutions (as set forth in Decree 1720 of 2001, as amended) are based on the standards of the Basel Committee. | |
(4) | Colombian regulations require that a credit institution’s Technical Capital be at least 9% of that institution’s total risk-weighted assets. |
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As of and for the year ended December 31, | ||||||||||||||||||||||||
2009(1) | 2009 | 2008 | 2007(10)(11) | 2006 | 2005(9) | |||||||||||||||||||
(in millions of COP and thousands of US$(1) , except per share and per American Depositary Share (“ADS”) amounts) | ||||||||||||||||||||||||
Colombian GAAP: | ||||||||||||||||||||||||
Interest income | US$ | 3,144,313 | COP | 6,427,698 | COP | 6,313,743 | COP | 4,810,408 | COP | 3,013,732 | COP | 3,200,084 | ||||||||||||
Interest expense | (1,284,306 | ) | (2,625,416 | ) | (2,753,341 | ) | (2,002,090 | ) | (1,246,229 | ) | (1,150,274 | ) | ||||||||||||
Net interest income | 1,860,007 | 3,802,282 | 3,560,402 | 2,808,318 | 1,767,503 | 2,049,810 | ||||||||||||||||||
Provisions for loans and accrued interest losses, net of recoveries(2) | (539,859 | ) | (1,103,595 | ) | (1,155,262 | ) | (617,868 | ) | (195,361 | ) | (123,575 | ) | ||||||||||||
Provision for foreclosed assets and other assets, net of recoveries(3) | (24,351 | ) | (49,779 | ) | 22,095 | 20,833 | 45,179 | (7,465 | ) | |||||||||||||||
Net interest income after provisions | 1,295,797 | 2,648,908 | 2,427,235 | 2,211,283 | 1,617,321 | 1,918,770 | ||||||||||||||||||
Fees and income from services and other operating income, net(4) | 923,061 | 1,886,949 | 1,964,084 | 1,510,129 | 1,139,094 | 962,277 | ||||||||||||||||||
Operating expenses | (1,416,252 | ) | (2,895,145 | ) | (2,639,997 | ) | (2,271,418 | ) | (1,871,000 | ) | (1,654,805 | ) | ||||||||||||
Net operating income | 802,606 | 1,640,712 | 1,751,322 | 1,449,994 | 885,415 | 1,226,242 | ||||||||||||||||||
Net non-operating income excluding minority interest | 45,607 | 93,232 | 31,888 | 12,058 | 45,346 | 4,650 | ||||||||||||||||||
Minority interest (loss) | (7,377 | ) | (15,081 | ) | (18,511 | ) | (13,246 | ) | (6,352 | ) | (6,496 | ) | ||||||||||||
Income before income taxes | 840,836 | 1,718,863 | 1,764,699 | 1,448,806 | 924,409 | 1,224,396 | ||||||||||||||||||
Income taxes | (226,008 | ) | (462,013 | ) | (474,056 | ) | (361,883 | ) | (174,880 | ) | (277,515 | ) | ||||||||||||
Net income | US$ | 614,828 | COP | 1,256,850 | COP | 1,290,643 | COP | 1,086,923 | COP | 749,529 | COP | 946,881 | ||||||||||||
Weighted average of Preferred and Common Shares outstanding(5) | 787,827,003 | 787,827,003 | 758,313,771 | 727,827,005 | 652,882,756 | |||||||||||||||||||
Basic and Diluted net income per share(5) | 0.78 | 1,595 | 1,638 | 1,433 | 1,030 | 1,450 | ||||||||||||||||||
Basic and Diluted net income per ADS(12) | 3.12 | 6,380 | 6,552 | 5,732 | 4,119 | 5,800 | ||||||||||||||||||
Cash dividends declared per share(6) | 637 | 624 | 568 | 532 | 508 | |||||||||||||||||||
Cash dividends declared per share(6) (stated in U.S. Dollars) | 0.31 | 0.28 | 0.28 | 0.24 | 0.22 | |||||||||||||||||||
Cash dividends declared per ADS(6) | 2,547 | 2,496 | 2,272 | 2,128 | 2,032 | |||||||||||||||||||
Cash dividends declared per ADS (stated in U.S. Dollars)(6) | 1.25 | 1.11 | 1.13 | 0.95 | 0.88 | |||||||||||||||||||
U.S. GAAP:(7) | ||||||||||||||||||||||||
Net income | US$ | 573,577 | COP | 1,172,524 | COP | 849,920 | COP | 1,015,644 | COP | 941,183 | COP | 891,121 | ||||||||||||
Basic and Diluted net income per common share(8) | 0.73 | 1,488 | 1,326 | 1,683 | 1,619 | 1,715 | ||||||||||||||||||
Basic and Diluted net income per ADS (8 ) (12) | 2.92 | 5,952 | 5,304 | 6,732 | 6,476 | 6,860 |
(1) | Amounts stated in U.S dollars have been converted at the rate of COP 2,044.23 per US $1.00, which is the Representative Market Rate calculated on December 31, 2009 (the last business day of 2009), as reported and certified by the SFC. Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | Represents the provision for loan, accrued interest losses and other receivables, net and recovery of charged-off loans. Includes a provision for accrued interest losses amounting to COP 12,379 million, COP 14,825 million, COP 35,543 million, COP 58,721 million and COP 46,840 million for the years ended December 31, 2005, 2006, 2007, 2008 and 2009, respectively. | |
(3) | Represents the provision for foreclosed assets and other assets and the recovery of provisions for foreclosed assets and other assets. | |
(4) | Represents the total fees and income from services, net and total other operating income. | |
(5) | The weighted average of preferred and common shares outstanding for fiscal year 2005 include 198,261,641 preferred shares and 454,621,115 common shares. For fiscal year 2006, it included 218,122,421 preferred shares and 509,704,584 common shares. For fiscal year 2007, it included 253,300,502 preferred shares and 509,704,584 common shares. For fiscal years 2008 and 2009, it included 278,122,419 preferred shares and 509,704,584 common shares. |
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(6) | This data is presented on an annualized basis. | |
(7) | See “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP” to our Financial Statements included in the Annual Report. | |
(8) | Under U.S. GAAP, these shares are considered outstanding since the beginning of the earliest period presented. Net income per share under U.S. GAAP is presented on the basis of net income available to common stockholders divided by the weighted average number of common shares outstanding (198,261,641 preferred shares and 454,621,115 common shares for 2005; and 509,704,584 common shares for 2006, 2007, 2008 and 2009). See “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP” to our Financial Statements included in the Annual Report. | |
(9) | The consolidated statement of operations for the year ended December 31, 2005 includes Conavi and Corfinsura’s results since the beginning of the year. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP— m) Business combinations” to our Financial Statements included in the Annual Report. | |
(10) | The consolidated statement of operations for the year ended December 31, 2007 includes Banagrícola’s results since the beginning of the year. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP—m) Business combinations” to our Financial Statements included in the Annual Report. | |
(11) | The consolidated statement of operations for the year ended on December 2007 was modified due to reclassifications made particularly in commissions from banking services and other services, administrative and other expenses and other income, with the purpose of better presenting comparative information regarding the gains on the sale of mortgage loans. The selected financial data for year 2006 has not been reclassified to the 2008 presentation because the amounts are insignificant and do not have a material impact on the consolidated statement of operations for each of the respective years. | |
(12) | Basic and diluted net income per ADS for any period is defined as basic and diluted net income per share multiplied by four as each ADS is equivalent to four preferred shares of the Bank. Basic and diluted net income per ADS should not be considered in isolation, or as a substitute for net income, as a measure of operating performance or as a substitute for cash flows from operations or as a measure of liquidity. Each ADS is equivalent to four preferred shares of the Bank. |
As of and for the year ended December 31, | ||||||||||||||||||||||||
2009(1) | 2009 | 2008 | 2007(4) | 2006 | 2005(3) | |||||||||||||||||||
(in millions of COP and thousands of US$(1) , except per share and per American Depositary Share (“ADS”) amounts) | ||||||||||||||||||||||||
Colombian GAAP: | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and due from banks | US$ | 2,437,871 | COP | 4,983,569 | COP | 3,870,927 | COP | 3,618,619 | COP | 1,548,752 | COP | 1,241,435 | ||||||||||||
Overnight funds | 1,168,552 | 2,388,790 | 1,748,648 | 1,609,768 | 457,614 | 488,587 | ||||||||||||||||||
Investment securities, net | 4,361,013 | 8,914,913 | 7,278,276 | 5,774,251 | 5,677,761 | 8,459,703 | ||||||||||||||||||
Loans and financial leases, net | 19,376,639 | 39,610,307 | 42,508,210 | 36,245,473 | 23,811,391 | 17,920,370 | ||||||||||||||||||
Accrued interest receivable on loans, net | 165,639 | 338,605 | 505,658 | 398,560 | 255,290 | 198,266 | ||||||||||||||||||
Customers’ acceptances and derivatives | 100,462 | 205,367 | 272,458 | 196,001 | 166,395 | 133,420 | ||||||||||||||||||
Accounts receivable, net | 394,713 | 806,885 | 828,817 | 716,106 | 562,598 | 590,313 | ||||||||||||||||||
Premises and equipment, net | 485,288 | 992,041 | 1,171,117 | 855,818 | 712,722 | 623,729 | ||||||||||||||||||
Operating leases, net | 412,407 | 843,054 | 726,262 | 488,333 | 167,307 | 143,974 | ||||||||||||||||||
Foreclosed assets, net | 39,461 | 80,668 | 24,653 | 32,294 | 18,611 | 31,360 | ||||||||||||||||||
Prepaid expenses and deferred charges | 90,895 | 185,811 | 132,881 | 137,901 | 46,462 | 26,898 | ||||||||||||||||||
Goodwill | 418,605 | 855,724 | 1,008,639 | 977,095 | 40,164 | 50,959 | ||||||||||||||||||
Other assets | 451,156 | 922,265 | 1,093,850 | 580,642 | 675,265 | 563,588 | ||||||||||||||||||
Reappraisal of assets | 360,217 | 736,366 | 612,683 | 520,788 | 348,364 | 330,915 | ||||||||||||||||||
Total assets | US$ | 30,262,918 | COP | 61,864,365 | COP | 61,783,079 | COP | 52,151,649 | COP | 34,488,696 | COP | 30,803,517 | ||||||||||||
Liabilities and stockholders’ equity: | ||||||||||||||||||||||||
Deposits | US$ | 20,618,683 | COP | 42,149,330 | COP | 40,384,400 | COP | 34,374,150 | COP | 23,216,467 | COP | 18,384,982 | ||||||||||||
Borrowings(5) | 1,975,878 | 4,039,150 | 5,947,925 | 4,851,246 | 3,516,426 | 3,927,551 | ||||||||||||||||||
Other liabilities | 4,228,025 | 8,643,056 | 9,333,909 | 7,726,983 | 4,109,191 | 5,113,694 | ||||||||||||||||||
Stockholders’ equity | 3,440,332 | 7,032,829 | 6,116,845 | 5,199,270 | 3,646,612 | 3,377,290 | ||||||||||||||||||
Total liabilities and stockholders’ equity | US$ | 30,262,918 | COP | 61,864,365 | COP | 61,783,079 | COP | 52,151,649 | COP | 34,488,696 | COP | 30,803,517 | ||||||||||||
U.S. GAAP:(2) | ||||||||||||||||||||||||
Stockholders’ equity | US$ | 3,470,875 | COP | 7,095,266 | COP | 6,422,815 | COP | 5,937,554 | COP | 4,549,018 | COP | 4,125,996 | ||||||||||||
Stockholders’ equity per share (6) | 4.41 | 9,006 | 8,153 | 7,830 | 6,250 | 6,320 | ||||||||||||||||||
Stockholders’ equity per ADS (6) | 17.64 | 36,024 | 32,612 | 31,320 | 25,001 | 25,280 |
(1) | Amounts stated in U.S. dollars have been converted at the rate of COP 2,044.23 per US$ 1.00, which is the Representative Market Rate calculated on December 31, 2009 (the last business day of 2009) as reported and certified by the SFC. Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | Refer to “Note 31. Differences between Colombian Accounting Principles for Banks and U.S. GAAP” to our Financial Statements included in the Annual Report for the reconciliation to U.S. GAAP. | |
(3) | The consolidated balance sheet for the year ended December 31, 2005 includes Conavi and Corfinsura’s results. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP—m) Business combinations” to our Financial Statements included in the Annual Report. |
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(4) | The consolidated statement of operations for the year ended December 31, 2007 includes Banagrícola’s results. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP—m) Business combinations” to our Financial Statement included in the Annual Report. | |
(5) | Includes interbank borrowing, domestic development banks borrowings and others, including borrowings outstanding under the Facility Agreement, dated as of November 30, 2007, between Bancolombia (Panamá) S.A. and Wachovia Bank, National Association. As of July 12, 2010, approximately US$25 million of short-term borrowings were outstanding under this facility. Bancolombia (Panamá) S.A. has pledged 49% of the issued and outstanding capital stock of Banagrícola as collateral for repayment of amounts owed under the Facility Agreement. | |
(6) | The weighted average (rounded to the nearest million) of preferred and common shares outstanding was 653 million for the fiscal year ended December 31, 2005, 728 million for the fiscal year ended December 31, 2006, 758 million for the fiscal year ended December 31, 2007, and 788 million for the fiscal years ended December 31, 2008 and 2009. Stockholders’ equity per share is equal to Stockholders’ equity under U.S. GAAP divided by the weighted average of preferred and common shares outstanding. Stockholders’ equity per ADS is equal to stockholders’ equity per share multiplied by four preferred shares of the Bank (each ADS is equivalent to four preferred shares of the Bank). Stockholders’ equity per ADS should not be considered in isolation, or as a substitute for net income, as a measure of operating performance or as a substitute for cash flows from operations or as a measure of liquidity. |
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• | outstanding and paid-in capital stock; | ||
• | legal and other reserves; | ||
• | profits retained from prior fiscal years; | ||
• | the total value of the revaluation of equity account (revalorización del patrimonio) (if positive) and of the foreign currency translation adjustment account (ajuste por conversion de estados financieros); | ||
• | current fiscal year profits in a proportion equal to the percentage of prior fiscal year profits that were capitalized, or allocated to increase the legal reserve, or all profits that must be used to cover accrued losses; | ||
• | any representative shares held as a guarantee by Fogafin when the entity is in compliance with a recovery program aimed at bringing the bank back into compliance with capital adequacy requirements (if the SFC establishes that such recovery program has failed, these shares shall not be computed); | ||
• | subordinated bonds issued by financial institutions and subscribed by Fogafin when they comply with certain requirements stated in the regulations; | ||
• | the part of the surplus capital account from donations that complies with the requirements set forth in the applicable regulation; | ||
• | the value of dividends declared to be paid-in shares; and | ||
• | the value of the liabilities owed by minority interests. |
• | any prior or current period losses; | ||
• | the total value of the capital revaluation account (revalorización del patrimonio)(if negative); | ||
• | accumulated inflation adjustments on non-monetary assets (provided that the respective assets have not been transferred); | ||
• | investments in shares, mandatory convertible bonds, subordinated bonds that may be convertible into shares or subordinated debt instruments issued by entities (excluding subsidiaries) subject to the supervision of the SFC excluding appraisals and investments in Finagro credit establishments and investments undertaken pursuant to article 63 of Decree 663 of 1993, subject to the conditions set forth in the regulation; and | ||
• | investments in shares, mandatory convertible bonds, subordinated bonds that may be convertible into shares or subordinated debt instruments issued by foreign financial institutions where the investor directly or indirectly holds at least 20% of the capital of said institution (excluding subsidiaries). This amount includes foreign currency translation and excludes appraisals. |
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• | 50% of the accumulated inflation adjustment of non-monetary assets (provided that such assets have not been disposed of); | ||
• | 50% of asset reappraisal (excluding revaluations of foreclosed assets or assets received as payment of credits); | ||
• | mandatory convertible bonds effectively subscribed and paid, with maturities of up to 5 years, provided that the terms and conditions of their issuance were approved by the SFC and subject to the conditions set forth by the SFC; | ||
• | subordinated payment obligations (such as the notes) as long as said obligations do not exceed 50% of Tier One Capital and comply with additional requirements stated in the regulations; | ||
• | the part of the surplus capital account from donations that complies with the requirements set forth in the applicable regulation; and | ||
• | general allowances made in accordance with the instructions issued by the SFC. |
• | 50% of the direct or indirect capital investments (in entities subject to the supervision of the SFC, excluding subsidiaries) and mandatory convertible bonds reappraisal that complies with the requirements set forth in the applicable regulation; | ||
• | 50% of the direct or indirect capital investments (excluding subsidiaries) and mandatory convertible bonds reappraisal of foreign financial entities with respect to which the bank’s share is or exceeds 20% of the entity’s subscribed capital; and | ||
• | the value of the devaluation of equity investments with low exchange volume or which are unquoted. |
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• | Private demand deposits; | ||
• | Government demand deposits; | ||
• | Other deposits and liabilities; and | ||
• | Savings deposits. |
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• | in a total or partial liquidation, dissolution or winding up of the Bank; | ||
• | in the event that the SFC takes possession of the Bank and determines to liquidate the Bank; | ||
• | in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Bank or its assets; | ||
• | in an assignment for the benefit of creditors; or | ||
• | in any marshalling of the Bank’s assets and liabilities. |
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(a) | commences a voluntary case; | ||
(b) | consents to the entry of an order for relief against it in an involuntary case; | ||
(c) | consents to the appointment of a Custodian of it or for all or substantially all of its assets; | ||
(d) | makes a general assignment for the benefit of its creditors; | ||
(e) | is subject to any other Intervention Measure or Preventive Measure; or |
(a) | is for relief against the Bank as debtor in an involuntary case; | ||
(b) | appoints a Custodian of the Bank or a Custodian for all or substantially all of the assets of the Bank; or | ||
(c) | orders the liquidation of the Bank, and the order or decree remains unstayed and in effect for sixty (60) days. If the Bank fails to make payment of principal of or interest or Additional Amounts, if any, on the notes (and, in the case of payment of principal, such failure to pay continues for seven (7) days or, in the case of payment of interest or Additional Amounts, such failure to pay continues for thirty (30) days), each Holder has the right to demand and collect under the Indenture and the Bank will pay to the Holders the applicable amount of such due and payable principal, accrued interest and Additional Amounts, if any, on the notes; provided, however, that to the extent that the SFC has adopted an Intervention Measure in connection with the Bank, under the Bankruptcy Law, the Holders would not be able to commence proceedings to collect amounts owed outside the intervention proceeding. |
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(2) | (a) | all notes not delivered to the Trustee for cancellation otherwise have become due and payable and the Bank has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the notes not theretofore delivered to the Trustee for cancellation, |
(b) | the Bank has paid all sums payable by it under the Indenture, | ||
(c) | the Bank has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity, and | ||
(d) | the Holders have a valid, perfected, exclusive security interest in this trust. |
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(1) | reduce, or change the maturity of, the principal of any note; | ||
(2) | reduce the rate of or extend the time for payment of interest on any note; | ||
(3) | change the currency or place of payment of principal of or interest on the notes; | ||
(4) | modify or change the related definitions affecting the subordination of the notes or any provision of the Indenture (including the covenants in the Indenture) in a manner that adversely affects the Holders; | ||
(5) | reduce the percentage of Holders necessary to consent to an amendment or waiver to the Indenture or the notes; | ||
(6) | impair the rights of Holders to receive payments of principal of or interest on the notes; or | ||
(7) | make any change in these amendment and waiver provisions. |
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• | a dealer in securities, | ||
• | a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, | ||
• | a bank, | ||
• | a life insurance company, | ||
• | a tax-exempt organization, | ||
• | a person that owns notes that are a hedge or that are hedged against interest rate risks, | ||
• | a person that owns notes as part of a straddle or conversion transaction for tax purposes, or | ||
• | a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar. |
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• | a citizen or resident of the United States, | ||
• | a domestic corporation, | ||
• | an estate whose income is subject to United States federal income tax regardless of its source, or | ||
• | a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust. |
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• | a nonresident alien individual, | ||
• | a foreign corporation , | ||
• | an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a note. |
• | you are an insurance company carrying on a United States insurance business to which the interest is attributable, within the meaning of the Internal Revenue Code, or | ||
• | you both |
1. | have an office or other fixed place of business in the United States to which the interest is attributable and | ||
2. | derive the interest in the active conduct of a banking, financing or similar business within the United States. |
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• | the gain is effectively connected with your conduct of a trade or business in the United States or | ||
• | you are an individual, you are present in the United States for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist. |
• | payments of principal and interest on a note within the United States, including payments made by wire transfer from outside the United States to an account you maintain in the United States, and | ||
• | the payment of the proceeds from the sale of a Security effected at a United States office of a broker. |
• | fails to provide an accurate taxpayer identification number, | ||
• | is notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns, or | ||
• | in certain circumstances, fails to comply with applicable certification requirements. |
• | payments of principal and interest made to you outside the United States by the Bank or another non-United States payor and | ||
• | other payments of principal and interest and the payment of the proceeds from the sale of a Security effected at a United States office of a broker, as long as the income associated with such payments is otherwise exempt from United States federal income tax, and: |
1. | the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the payor or broker: |
a. | an Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person, or |
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b. | other documentation upon which it may rely to treat the payments as made to a non-United States person in accordance with U.S. Treasury regulations, or |
2. | you otherwise establish an exemption. |
• | the proceeds are transferred to an account maintained by you in the United States, | ||
• | the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or | ||
• | the sale has some other specified connection with the United States as provided in U.S. Treasury regulations, |
• | a United States person, | ||
• | a controlled foreign corporation for United States tax purposes, | ||
• | a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period, or | ||
• | a foreign partnership, if at any time during its tax year: |
1. | one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or | ||
2. | such foreign partnership is engaged in the conduct of a United States trade or business, |
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Principal amount of | ||||
Underwriter | notes | |||
Banc of America Securities LLC | US$ | 310,000,000 | ||
J.P. Morgan Securities Inc. | 310,000,000 | |||
Total | US$ | 620,000,000 | ||
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(a) | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; | ||
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; | ||
(c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the underwriters; or | ||
(d) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
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(a) | it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and | ||
(b) | in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the notes acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those notes to it is not treated under the Prospectus Directive as having been made to such persons. |
• | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, the “FSMA”) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Bank; and | ||
• | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
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The information contained in this prospectus is considered essential in order to allow an adequate evaluation of the investment by potential investors. The preferred shares are registered in the registro nacional de valores y emisores (the Colombian national registry of securities and issuers). The debt securities will be automatically registered in the registro nacional de valores y emisores. Such registration does not constitute an opinion of the superintendencia financiera de Colombia (the Colombian superintendency of finance) with respect to approval of the quality of such securities or our solvency. The debt securities and the ADSS may not be publicly offered or sold in the republic of Colombia.
Bancolombia S.A.
Preferred Shares
American Depositary Shares representing Preferred Shares
Rights to Subscribe for Preferred Shares
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(1) | Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed on June 11, 2010 (the “Annual Report”); and | ||
(2) | Reports on Form 6-K, dated and filed on May 10, 2010 and May 27, 2010. |
Carrera 48 # 26-85, Avenida Los Industriales
Medellin, Colombia
Attention: General Secretary
Telephone Number: (574) 404-1837
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• | changes in general economic, business, political, social, fiscal or other conditions in Colombia or in any of the other countries where we operate; | ||
• | changes in capital markets or in markets in general that may affect policies or attitudes towards lending; | ||
• | unanticipated increases in our financing and other costs or our inability to obtain additional debt or equity financing on attractive terms; | ||
• | inflation, changes in foreign exchange rates and/or interest rates; | ||
• | sovereign risks; | ||
• | liquidity risks; | ||
• | increases in defaults by our borrowers and other loan delinquencies; | ||
• | lack of acceptance of new products or services by our targeted customers; | ||
• | competition in the banking, financial services, credit card services, insurance, asset management; remittances, businesses and other industries in which we operate; | ||
• | adverse determination of legal or regulatory disputes or proceedings; | ||
• | changes in official regulations and the Colombian government’s banking policy as well as changes in laws, regulations or policies in the jurisdictions in which we do business; | ||
• | regulatory issues relating to acquisitions; and | ||
• | changes in business strategy. |
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• | COP 60,771 billion in total assets; | ||
• | COP 39,494 billion in total net loans and financial leases; | ||
• | COP 40,113 billion in total deposits; and | ||
• | COP 6,802 billion in stockholders’ equity. |
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Year Ended December 31, | ||||||||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
Ratios in accordance with Colombian GAAP(1) | ||||||||||||||||||||||||||||
Excluding interest on deposits | 3.81 | 2.90 | 3.13 | 3.06 | 3.30 | 2.82 | 4.81 | |||||||||||||||||||||
Including interest on deposits | 2.07 | 1.75 | 1.73 | 1.65 | 1.66 | 1.54 | 2.19 | |||||||||||||||||||||
Ratios in accordance with U.S. GAAP | ||||||||||||||||||||||||||||
Excluding interest on deposits | 3.79 | 3.56 | 3.50 | 2.19 | 2.70 | N/A | N/A | |||||||||||||||||||||
Including interest on deposits | 2.03 | 1.98 | 1.81 | 1.40 | 1.56 | N/A | N/A |
(1) | For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of income before minority interest and income taxes. Fixed charges consist of total interest expense. |
Year Ended December 31, | ||||||||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
Ratios in accordance with Colombian GAAP(1) | ||||||||||||||||||||||||||||
Excluding interest on deposits | 3.04 | 2.35 | 2.55 | 2.55 | 2.67 | 2.82 | 4.81 | |||||||||||||||||||||
Including interest on deposits | 1.89 | 1.60 | 1.60 | 1.55 | 1.56 | 1.54 | 2.19 | |||||||||||||||||||||
Ratios in accordance with U.S. GAAP | ||||||||||||||||||||||||||||
Excluding interest on deposits | 2.94 | 2.88 | 2.81 | 1.85 | 2.27 | N/A | N/A | |||||||||||||||||||||
Including interest on deposits | 1.83 | 1.82 | 1.68 | 1.31 | 1.45 | N/A | N/A |
(1) | For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of income before minority interest and income taxes. Fixed charges consist of total interest expense. |
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As of March 31, 2010(1) | ||||||||
(in million of COP and thousands of | ||||||||
US$) | ||||||||
Subscribed capital | COP393,914 | $ | 204,963 | |||||
Capital Advance Payments | — | — | ||||||
Legal reserve and other reserves | 5,467,382 | 2,844,809 | ||||||
Unappropriated retained earnings | 66,756 | 34,735 | ||||||
Net Income | 140,349 | 73,027 | ||||||
Subordinated bonds subscribed by Fogafin | 2,450 | 1,275 | ||||||
Less: | ||||||||
Long-term investments | (100,715 | ) | (52,404 | ) | ||||
Non-monetary inflation adjustment | (92,400 | ) | (48,078 | ) | ||||
Primary capital (Tier I) | 5,877,736 | 3,058,327 | ||||||
Provisions for loans | 37,754 | 19,644 | ||||||
Subordinated bonds(2) | 1,219,452 | 634,510 | (2) | |||||
Others | 246,682 | 128,355 | ||||||
Computed secondary capital (Tier II) | 1,503,888 | 782,509 | ||||||
Technical Capital | 7,381,624 | 3,840,836 | ||||||
Risk weighted assets including market risk | 54,207,462 | 28,205,435 | ||||||
Technical capital to risk-weighted assets(3)(4) | 13.62 | % | 13.62 | % | ||||
(1) | Amounts stated in U.S. dollars have been converted, solely for the convenience of the reader, at the rate of COP 1,921.88 per US$1.00, which is the representative market rate calculated on March 31, 2010, the last business day of the quarter, as reported by the Superintendencia Financiera de Colombia (the Colombian “Superintendency of Finance”). Such conversions should not be construed as representations that the peso amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | |
(2) | Subordinated bonds includes COP 1,171,752 million issued by Bancolombia S.A and COP 47,700 million issued by Sufinanciamiento S.A., a subsidiary of Bancolombia S.A. | |
(3) | Capital adequacy requirements for Colombian financial institutions (as set forth in Decree 1720 of 2001, as amended) are based on the standards of the Basel Committee. | |
(4) | Colombian regulations require that a credit institution’s Technical Capital be at least 9% of that institution’s total risk-weighted assets. |
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As of and for the year ended December 31, | ||||||||||||||||||||||||
2009(1) | 2009 | 2008 | 2007(10)(11) | 2006 | 2005(9) | |||||||||||||||||||
(in millions of COP and thousands of US$(1), except per share and per American Depositary Share (“ADS”) | ||||||||||||||||||||||||
amounts) | ||||||||||||||||||||||||
Colombian GAAP: | ||||||||||||||||||||||||
Interest income | US$ | 3,144,313 | COP6,427,698 | COP6,313,743 | COP4,810,408 | COP3,013,732 | COP3,200,084 | |||||||||||||||||
Interest expense | (1,284,306 | ) | (2,625,416 | ) | (2,753,341 | ) | (2,002,090 | ) | (1,246,229 | ) | (1,150,274 | ) | ||||||||||||
Net interest income | 1,860,007 | 3,802,282 | 3,560,402 | 2,808,318 | 1,767,503 | 2,049,810 | ||||||||||||||||||
Provisions for loans and accrued interest losses, net of recoveries(2) | (539,859 | ) | (1,103,595 | ) | (1,155,262 | ) | (617,868 | ) | (195,361 | ) | (123,575 | ) | ||||||||||||
Provision for foreclosed assets and other assets, net of recoveries(3) | (24,351 | ) | (49,779 | ) | 22,095 | 20,833 | 45,179 | (7,465 | ) | |||||||||||||||
Net interest income after provisions | 1,295,797 | 2,648,908 | 2,427,235 | 2,211,283 | 1,617,321 | 1,918,770 | ||||||||||||||||||
Fees and income from services and other operating income, net(4) | 923,061 | 1,886,949 | 1,964,084 | 1,510,129 | 1,139,094 | 962,277 | ||||||||||||||||||
Operating expenses | (1,416,252 | ) | (2,895,145 | ) | (2,639,997 | ) | (2,271,418 | ) | (1,871,000 | ) | (1,654,805 | ) | ||||||||||||
Net operating income | 802,606 | 1,640,712 | 1,751,322 | 1,449,994 | 885,415 | 1,226,242 | ||||||||||||||||||
Net non-operating income excluding minority interest | 45,607 | 93,232 | 31,888 | 12,058 | 45,346 | 4,650 | ||||||||||||||||||
Minority interest (loss) | (7,377 | ) | (15,081 | ) | (18,511 | ) | (13,246 | ) | (6,352 | ) | (6,496 | ) | ||||||||||||
Income before income taxes | 840,836 | 1,718,863 | 1,764,699 | 1,448,806 | 924,409 | 1,224,396 | ||||||||||||||||||
Income taxes | (226,008 | ) | (462,013 | ) | (474,056 | ) | (361,883 | ) | (174,880 | ) | (277,515 | ) | ||||||||||||
Net income | US$ | 614,828 | COP1,256,850 | COP1,290,643 | COP1,086,923 | COP749,529 | COP946,881 | |||||||||||||||||
Weighted average of Preferred and Common Shares outstanding(5) | 787,827,003 | 787,827,003 | 758,313,771 | 727,827,005 | 652,882,756 | |||||||||||||||||||
Basic and Diluted net income per share(5) | 0,78 | 1,595 | 1,638 | 1,433 | 1,030 | 1,450 | ||||||||||||||||||
Basic and Diluted net income per ADS(12) | 3,12 | 6,380 | 6,552 | 5,732 | 4,119 | 5,800 | ||||||||||||||||||
Cash dividends declared per share(6) | 637 | 624 | 568 | 532 | 508 | |||||||||||||||||||
Cash dividends declared per share(6)(stated in U.S. Dollars) | 0,31 | 0,28 | 0,28 | 0,24 | 0,22 | |||||||||||||||||||
Cash dividends declared per ADS(6) | 2,547 | 2,496 | 2,272 | 2,128 | 2,032 | |||||||||||||||||||
Cash dividends declared per ADS (stated in U.S. Dollars)(6) | 1,25 | 1,11 | 1,13 | 0,95 | 0,88 | |||||||||||||||||||
U.S. GAAP:(7) | ||||||||||||||||||||||||
Net income | US$ | 573,577 | COP1,172,524 | COP849,920 | COP1,015,644 | COP941,183 | COP891,121 | |||||||||||||||||
Basic and Diluted net income per common share(8) | 0.73 | 1,488 | 1,326 | 1,683 | 1,619 | 1,715 | ||||||||||||||||||
Basic and Diluted net income per ADS(8)(12) | 2.92 | 5,952 | 5,304 | 6,732 | 6,476 | 6,860 |
(1) | Amounts stated in U.S dollars have been translated at the rate of COP 2,044.23 per US $1.00, which is the Representative Market Rate calculated on December 31, 2009 (the last business day of 2009), as |
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reported and certified by the Superintendency of Finance. Such translations should not be construed as representations that the pesos amounts represent, or have been or could be converted into, United States dollars at that or any other rate. | ||
(2) | Represents the provision for loan, accrued interest losses and other receivables, net and recovery of charged-off loans. Includes a provision for accrued interest losses amounting to COP 12,379 million, COP 14,825 million, COP 35,543 million, COP 58,721 million and COP 46,840 million for the years ended December 31, 2005, 2006, 2007, 2008 and 2009, respectively. | |
(3) | Represents the provision for foreclosed assets and other assets and the recovery of provisions for foreclosed assets and other assets. | |
(4) | Represents the total fees and income from services, net and total other operating income. | |
(5) | The weighted average of preferred and common shares outstanding for fiscal year 2005, include 198,261,641 preferred shares and 454,621,115 common shares. For fiscal year 2006, it included 218,122,421 preferred shares and 509,704,584 common shares. For fiscal year 2007, it included 253,300,502 preferred shares and 509,704,584 common shares. For fiscal years 2008 and 2009, it included 278,122,419 preferred shares and 509,704,584, common shares. | |
(6) | This data is presented on an annualized basis. | |
(7) | See “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP” to our Financial Statements included in this Annual Report. | |
(8) | Under U.S. GAAP, these shares are considered outstanding since the beginning of the earliest period presented. Net income per share under U.S. GAAP is presented on the basis of net income available to common stockholders divided by the weighted average number of common shares outstanding (198,261,641 preferred shares and 454,621,115 common shares for 2005; and 509,704,584 common shares for 2006, 2007, 2008 and 2009). See “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP”. | |
(9) | The consolidated statement of operations for the year ended December 31, 2005, includes Conavi and Corfinsura’s results since the beginning of the year. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP – m) Business combinations” to our Financial Statements included in this Annual Report. | |
(10) | The consolidated statement of operations for the year ended December 31, 2007 includes Banagrícola’s results since the beginning of the year. For U.S. GAAP purposes, see “Note 31. Differences Between Colombian Accounting Principles for Banks and U.S. GAAP – m) Business combinations” to our Financial Statements included in this Annual Report. | |
(11) | The consolidated statement of operations for the year ended on December 2007 was modified due to reclassifications made particularly in commissions from banking services and other services, administrative and other expenses and other income, with the purpose of better presenting comparative information regarding the gains on the sale of mortgage loans. The selected financial data for year 2006 has not been reclassified to the 2008 presentation because the amounts are insignificant and do not have a material impact on the consolidated statement of operations for each of the respective years. | |
(12) | Basic and diluted net income per ADS for any period is defined as basic and diluted net income per share multiplied by four as each ADS is equivalent to four preferred shares of Bancolombia. Basic and diluted net income per ADS should not be considered in isolation, or as a substitute for net income, as a measure of operating performance or as a substitute for cash flows from operations or as a measure of liquidity. Each ADS is equivalent to four preferred shares of Bancolombia. |
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Average Balance Sheet and Income from Interest-Earning Assets for the Fiscal Years Ended December 31, | ||||||||||||||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||||||||||||||
Nominal | Nominal | Nominal | ||||||||||||||||||||||||||||||||||
Average | Interest | Interest | Average | Interest | Interest | Average | Interest | Interest | ||||||||||||||||||||||||||||
Balance | Earned | Rate | Balance | Earned | Rate | Balance | Earned | Rate | ||||||||||||||||||||||||||||
(COP million, except percentages) | ||||||||||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||||||
Interest-earning assets | ||||||||||||||||||||||||||||||||||||
Overnight funds(2) | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 823,303 | 59,257 | 7.2 | % | 428,144 | 67,339 | 15.7 | % | 120,768 | 8,251 | 6.8 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 1,155,871 | 15,612 | 1.4 | % | 649,167 | 38,869 | 6.0 | % | 828,449 | 86,761 | 10.5 | % | ||||||||||||||||||||||||
Total | 1,979,174 | 74,869 | 3.8 | % | 1,077,311 | 106,208 | 9.9 | % | 949,217 | 95,012 | 10.0 | % | ||||||||||||||||||||||||
Investment securities | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 5,461,175 | 647,324 | 11.9 | % | 4,387,502 | 406,802 | 9.3 | % | 3,769,877 | 302,408 | 8.0 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 2,210,185 | 81,234 | 3.7 | % | 1,705,124 | 24,787 | 1.5 | % | 1,534,254 | 114,236 | 7.4 | % | ||||||||||||||||||||||||
Total | 7,671,360 | 728,558 | 9.5 | % | 6,092,626 | 431,589 | 7.1 | % | 5,304,131 | 416,644 | 7.9 | % | ||||||||||||||||||||||||
Loans and Financial Leases(1) | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 31,577,872 | 4,714,337 | 14.9 | % | 28,491,159 | 4,923,704 | 17.3 | % | 23,450,352 | 3,453,571 | 14.7 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 11,457,889 | 909,934 | 7.9 | % | 10,922,602 | 852,242 | 7.8 | % | 7,291,171 | 824,869 | 11.3 | % | ||||||||||||||||||||||||
Total | 43,035,761 | 5,624,271 | 13.1 | % | 39,413,761 | 5,775,946 | 14.7 | % | 30,741,523 | 4,278,440 | 13.9 | % | ||||||||||||||||||||||||
Total interest-earning assets | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 37,862,350 | 5,420,918 | 14.3 | % | 33,306,805 | 5,397,845 | 16.2 | % | 27,340,997 | 3,764,230 | 13.8 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 14,823,945 | 1,006,780 | 6.8 | % | 13,276,893 | 915,898 | 6.9 | % | 9,653,874 | 1,025,866 | 10.6 | % | ||||||||||||||||||||||||
Total | 52,686,295 | 6,427,698 | 12.2 | % | 46,583,698 | 6,313,743 | 13.6 | % | 36,994,871 | 4,790,096 | 12.9 | % | ||||||||||||||||||||||||
Total non-interest-earning assets | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 7,440,325 | 6,277,291 | 5,025,959 | |||||||||||||||||||||||||||||||||
U.S. Dollar-denominated | 2,502,976 | 2,260,525 | 1,174,093 | |||||||||||||||||||||||||||||||||
Total | 9,943,301 | 8,537,816 | 6,200,052 | |||||||||||||||||||||||||||||||||
Total interest and non-interest- earning assets | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 45,302,675 | 5,420,918 | 39,584,096 | 5,397,845 | 32,366,956 | 3,764,230 | ||||||||||||||||||||||||||||||
U.S. Dollar-denominated | 17,326,921 | 1,006,780 | 15,537,418 | 915,898 | 10,827,967 | 1,025,866 | ||||||||||||||||||||||||||||||
Total Assets (COP) | 62,629,596 | 6,427,698 | 55,121,514 | 6,313,743 | 43,194,923 | 4,790,096 | ||||||||||||||||||||||||||||||
(1) | Includes performing loans only. | |
(2) | Overnight funds interest earned includes commissions and therefore differs from the concept in the consolidated statement of operations. |
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Average Balance Sheet and Interest Paid on Interest-Bearing Liabilities for the Fiscal Years Ended December 31, | ||||||||||||||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
Average | Yield/ | Average | Yield/ | Average | ||||||||||||||||||||||||||||||||
Balance | Interest Paid | Rate(1) | Balance | Interest Paid | Rate(1) | Balance | Interest Paid | Yield/ Rate(1) | ||||||||||||||||||||||||||||
(COP million, except percentages) | ||||||||||||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||
Checking deposits | ||||||||||||||||||||||||||||||||||||
Peso-denominated | COP | 625,108 | COP | 19,729 | 3.2 | % | COP | 68,000 | COP | 16,012 | 3.4 | % | COP | 348,131 | COP | 7,626 | 2.2 | % | ||||||||||||||||||
U.S. Dollar-denominated | 1,729,212 | 23,482 | 1.4 | % | 1,733,507 | 23,245 | 1.3 | % | 1,410,746 | 31,450 | 2.2 | % | ||||||||||||||||||||||||
Total | 2,354,320 | 43,211 | 1.8 | % | 2,201,507 | 39,257 | 1.8 | % | 1,758,877 | 39,076 | 2.2 | % | ||||||||||||||||||||||||
Savings deposits | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 11,919,042 | 431,126 | 3.6 | % | 10,952,894 | 555,628 | 5.1 | % | 10,309,007 | 446,596 | 4.3 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 2,154,381 | 19,739 | 0.9 | % | 1,880,546 | 34,090 | 1.8 | % | 1,165,839 | 14,841 | 1.3 | % | ||||||||||||||||||||||||
Total | 14,073,423 | 450,865 | 3.2 | % | 12,833,440 | 589,718 | 4.6 | % | 11,474,846 | 461,437 | 4.0 | % | ||||||||||||||||||||||||
Time deposits | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 13,080,400 | 1,099,678 | 8.4 | % | 10,276,935 | 1,015,373 | 9.9 | % | 6,882,302 | 560,996 | 8.2 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 7,402,123 | 276,889 | 3.7 | % | 5,989,037 | 241,369 | 4.0 | % | 4,071,678 | 255,692 | 6.3 | % | ||||||||||||||||||||||||
Total | 20,482,523 | 1,376,567 | 6.7 | % | 16,265,972 | 1,256,742 | 7.7 | % | 10,953,980 | 816,688 | 7.5 | % | ||||||||||||||||||||||||
Overnight funds | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 1,213,463 | 74,492 | 6.1 | % | 1,301,213 | 123,638 | 9.5 | % | 1,046,906 | 104,172 | 10.0 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 493,706 | 19,607 | 4.0 | % | 1,013,888 | 42,491 | 4.2 | % | 401,515 | 26,955 | 6.7 | % | ||||||||||||||||||||||||
Total | 1,707,169 | 94,099 | 5.5 | % | 2,315,101 | 166,129 | 7.2 | % | 1,448,421 | 131,127 | 9.1 | % | ||||||||||||||||||||||||
Borrowings from development and other domestic banks | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 2,889,261 | 244,644 | 8.5 | % | 3,036,553 | 332,747 | 11.0 | % | 2,599,267 | 254,627 | 9.8 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 437,439 | 8,198 | 1.9 | % | 600,817 | 12,153 | 2.0 | % | 291,124 | 13,085 | 4.5 | % | ||||||||||||||||||||||||
Total | 3,326,700 | 252,842 | 7.6 | % | 3,637,370 | 344,900 | 9.5 | % | 2,890,391 | 267,712 | 9.3 | % | ||||||||||||||||||||||||
Interbank borrowings | ||||||||||||||||||||||||||||||||||||
Peso-denominated | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
U.S. Dollar-denominated | 1,270,413 | 47,650 | 3.8 | % | 1,578,252 | 74,792 | 4.7 | % | 1,480,150 | 116,615 | 7.9 | % | ||||||||||||||||||||||||
Total | 1,270,413 | 47,650 | 3.8 | % | 1,578,252 | 74,792 | 4.7 | % | 1,480,150 | 116,615 | 7.9 | % | ||||||||||||||||||||||||
Long-term debt | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 2,413,103 | 256,721 | 10.6 | % | 1,640,560 | 191,534 | 11.7 | % | 1,258,676 | 105,526 | 8.4 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 1,636,497 | 103,461 | 6.3 | % | 1,493,208 | 90,270 | 6.0 | % | 839,442 | 63,909 | 7.6 | % | ||||||||||||||||||||||||
Total | 4,049,600 | 360,182 | 8.9 | % | 3,133,768 | 281,804 | 9.0 | % | 2,098,118 | 169,435 | 8.1 | % | ||||||||||||||||||||||||
Total interest-bearing liabilities | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 32,140,377 | 2,126,390 | 6.6 | % | 27,676,155 | 2,234,932 | 8.1 | % | 22,444,289 | 1,479,543 | 6.6 | % | ||||||||||||||||||||||||
U.S. Dollar-denominated | 15,123,771 | 499,026 | 3.3 | % | 14,289,255 | 518,410 | 3.6 | % | 9,660,494 | 522,547 | 5.4 | % | ||||||||||||||||||||||||
Total | 47,264,148 | 2,625,416 | 5.6 | % | 41,965,410 | 2,753,342 | 6.6 | % | 32,104,783 | 2,002,090 | 6.2 | % | ||||||||||||||||||||||||
Total interest and non-interest bearing liabilities and stockholder’ equity | ||||||||||||||||||||||||||||||||||||
Peso-denominated | 45,380,776 | 2,126,390 | 39,524,490 | 2,234,932 | 32,325,570 | 1,479,543 | ||||||||||||||||||||||||||||||
U.S. Dollar-denominated | 17,248,820 | 499,026 | 15,597,024 | 518,410 | 10,869,353 | 522,547 | ||||||||||||||||||||||||||||||
Total Liabilities and Stockholder’ Equity | COP | 62,629,596 | COP | 2,625,413 | COP | 55,121,514 | COP | 2,753,342 | COP | 43,194,923 | COP | 2,002,090 | ||||||||||||||||||||||||
(1) | See “Item 4 Information on the Company – E. Selected Statistical Information – E.1 Distribution of Assets, Liablilities and Stockholders’ Equity; Interest Rates and Interest Differential” in the Annual Report. |
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2008-2009 Increase (Decrease) Due | 2007-2008 Increase (Decrease) Due To | |||||||||||||||||||||||
To Changes in: | Changes in: | |||||||||||||||||||||||
Net | Net | |||||||||||||||||||||||
Volume | Rate | Change | Volume | Rate | Change | |||||||||||||||||||
(COP million) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Overnight funds | ||||||||||||||||||||||||
Peso-denominated | 28,441 | (36,523 | ) | (8,082 | ) | 48,344 | 10,744 | 59,088 | ||||||||||||||||
U.S. Dollar-denominated | 6,844 | (30,101 | ) | (23,257 | ) | (10,735 | ) | (37,157 | ) | (47,892 | ) | |||||||||||||
Total | 35,285 | (66,624 | ) | (31,339 | ) | 37,609 | (26,413 | ) | 11,196 | |||||||||||||||
Investment securities | ||||||||||||||||||||||||
Peso-denominated | 127,265 | 113,257 | 240,522 | 57,265 | 47,129 | 104,394 | ||||||||||||||||||
U.S. Dollar-denominated | 18,563 | 37,884 | 56,447 | 2,484 | (91,933 | ) | (89,449 | ) | ||||||||||||||||
Total | 145,828 | 151,141 | 296,969 | 59,749 | (44,804 | ) | 14,945 | |||||||||||||||||
Loans | ||||||||||||||||||||||||
Peso-denominated | 460,823 | (670,190 | ) | (209,367 | ) | 871,128 | 599,005 | 1,470,133 | ||||||||||||||||
U.S. Dollar-denominated | 42,510 | 15,182 | 57,692 | 283,344 | (255,971 | ) | 27,373 | |||||||||||||||||
Total | 503,333 | (655,008 | ) | (151,675 | ) | 1,154,472 | 343,034 | 1,497,506 | ||||||||||||||||
Total interest-earning assets | ||||||||||||||||||||||||
Peso-denominated | 616,529 | (593,456 | ) | 23,073 | 976,737 | 656,878 | 1,633,615 | |||||||||||||||||
U.S. Dollar-denominated | 67,917 | 22,965 | 90,882 | 275,093 | (385,061 | ) | (109,968 | ) | ||||||||||||||||
Total | 684,446 | (570,491 | ) | 113,955 | 1,251,830 | 271,817 | 1,523,647 | |||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||
Checking deposits | ||||||||||||||||||||||||
Peso-denominated | 4,958 | (1,241 | ) | 3,717 | 4,101 | 4,285 | 8,386 | |||||||||||||||||
U.S. Dollar-denominated | (58 | ) | 295 | 237 | 4,328 | (12,533 | ) | (8,205 | ) | |||||||||||||||
Total | 4,900 | (946 | ) | 3,954 | 8,429 | (8,248 | ) | 181 | ||||||||||||||||
Savings deposits | ||||||||||||||||||||||||
Peso-denominated | 34,947 | (159,449 | ) | (124,502 | ) | 32,664 | 76,368 | 109,032 | ||||||||||||||||
U.S. Dollar-denominated | 2,509 | (16,860 | ) | (14,351 | ) | 12,956 | 6,293 | 19,249 | ||||||||||||||||
Total | 37,456 | (176,309 | ) | (138,853 | ) | 45,620 | 82,661 | 128,281 | ||||||||||||||||
Time deposits | ||||||||||||||||||||||||
Peso-denominated | 235,689 | (151,384 | ) | 84,305 | 335,394 | 118,983 | 454,377 | |||||||||||||||||
U.S. Dollar-denominated | 52,859 | (17,339 | ) | 35,520 | 77,273 | (91,596 | ) | (14,323 | ) | |||||||||||||||
Total | 288,548 | (168,723 | ) | 119,825 | 412,667 | 27,387 | 440,054 | |||||||||||||||||
Overnight funds | ||||||||||||||||||||||||
Peso-denominated | (5,387 | ) | (43,759 | ) | (49,146 | ) | 24,164 | (4,698 | ) | 19,466 | ||||||||||||||
U.S. Dollar-denominated | (20,658 | ) | (2,226 | ) | (22,884 | ) | 25,664 | (10,128 | ) | 15,536 | ||||||||||||||
Total | (26,045 | ) | (45,985 | ) | (72,030 | ) | 49,828 | (14,826 | ) | 35,002 | ||||||||||||||
Borrowings from domestic development banks | ||||||||||||||||||||||||
Peso-denominated | (12,472 | ) | (75,631 | ) | (88,103 | ) | 47,918 | 30,202 | 78,120 | |||||||||||||||
U.S. Dollar-denominated Dollar-denominated | (3,062 | ) | (893 | ) | (3,955 | ) | 6,264 | (7,196 | ) | (932 | ) | |||||||||||||
Total | (15,534 | ) | (76,524 | ) | (92,058 | ) | 54,182 | 23,006 | 77,188 | |||||||||||||||
Interbank borrowings | ||||||||||||||||||||||||
Peso-denominated | — | — | — | — | — | — | ||||||||||||||||||
U.S. Dollar-denominated | (11,546 | ) | (15,596 | ) | (27,142 | ) | 4,649 | (46,472 | ) | (41,823 | ) | |||||||||||||
Total | (11,546 | ) | (15,596 | ) | (27,142 | ) | 4,649 | (46,472 | ) | (41,823 | ) | |||||||||||||
Long-term debt | ||||||||||||||||||||||||
Peso-denominated | 82,188 | (17,001 | ) | 65,187 | 44,585 | 41,423 | 86,008 | |||||||||||||||||
U.S. Dollar-denominated | 9,059 | 4,132 | 13,191 | 39,523 | (13,162 | ) | 26,361 | |||||||||||||||||
Total | 91,247 | (12,869 | ) | 78,378 | 84,108 | 28,261 | 112,369 | |||||||||||||||||
Total interest-bearing liabilities | ||||||||||||||||||||||||
Peso-denominated | 339,923 | (448,465 | ) | (108,542 | ) | 488,826 | 266,563 | 755,389 | ||||||||||||||||
U.S. Dollar-denominated | 29,103 | (48,487 | ) | (19,384 | ) | 170,657 | (174,794 | ) | (4,137 | ) | ||||||||||||||
Total (COP) | 369,026 | (496,952 | ) | (127,926 | ) | 659,483 | 91,769 | 751,252 | ||||||||||||||||
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Interest-Earning Assets-Yield For the Fiscal Year | ||||||||||||
Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(COP millions, except percentages) | ||||||||||||
Total average interest-earning assets | ||||||||||||
Peso-denominated | 37,862,350 | 33,306,805 | 27,340,997 | |||||||||
U.S. Dollar-denominated | 14,823,945 | 13,276,893 | 9,653,874 | |||||||||
Total | 52,686,295 | 46,583,698 | 36,994,871 | |||||||||
Net interest earned(1) | ||||||||||||
Peso-denominated | 3,294,528 | 3,162,913 | 2,284,687 | |||||||||
U.S. Dollar-denominated | 507,754 | 397,488 | 503,319 | |||||||||
Total | 3,802,282 | 3,560,401 | 2,788,006 | |||||||||
Average yield on interest-earning assets | ||||||||||||
Peso-denominated | 14.3 | % | 16.2 | % | 13.8 | % | ||||||
U.S. Dollar-denominated | 6.8 | % | 6.9 | % | 10.6 | % | ||||||
Total | 12.2 | % | 13.6 | % | 12.9 | % | ||||||
Net interest margin(2) | ||||||||||||
Peso-denominated | 8.7 | % | 9.5 | % | 8.4 | % | ||||||
U.S. Dollar-denominated | 3.4 | % | 3.0 | % | 5.2 | % | ||||||
Total | 7.3 | % | 7.7 | % | 7.6 | % | ||||||
Interest spread(3) | ||||||||||||
Peso-denominated | 7.7 | % | 8.1 | % | 7.2 | % | ||||||
U.S. Dollar-denominated | 3.5 | % | 3.3 | % | 5.2 | % | ||||||
Total | 6.6 | % | 7.0 | % | 6.7 | % |
(1) | Net interest earned is interest income less interest paid and includes interest earned on investments. | |
(2) | Net interest margin is net interest income divided by total average interest-earning assets. | |
(3) | Interest spread is the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. |
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• | senior or subordinated debt securities; | ||
• | preferred shares, which may be represented by ADSs and evidenced by American Depositary Receipts (“ADRs”); and | ||
• | rights to subscribe for preferred shares, including rights to subscribe for ADSs. |
• | how it handles payments and notices with respect to the securities; | ||
• | whether it imposes fees or charges; | ||
• | how it handles voting, if applicable; | ||
• | how and when you should notify it to exercise on your behalf any rights or options that may exist under the securities; |
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• | whether and how you can instruct it to send you securities registered in your own name so you can be a direct holder as described below; and | ||
• | how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests. |
• | The Depository Trust Company, New York, New York, which is known as “DTC”; | ||
• | a financial institution holding the securities on behalf of Euroclear Bank S.A./ N.V., as operator of the Euroclear system, which is known as “Euroclear”; | ||
• | a financial institution holding the securities on behalf of Clearstream Banking,société anonyme, Luxembourg, which is known as “Clearstream”; and | ||
• | any other clearing system or financial institution named in the applicable prospectus supplement. |
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• | An investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; | ||
• | An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities; | ||
• | An investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form; | ||
• | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; | ||
• | The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time. We and the trustee will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way; | ||
• | The depositary will require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and | ||
• | Financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, will require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries. |
• | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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• | if we notify the trustee that we wish to terminate that global security; or | ||
• | in the case of a global security representing debt securities issued under an indenture, if an event of default has occurred with regard to these debt securities and has not been cured or waived. |
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• | In the event that changes in our by-laws may impair the conditions or rights assigned to such shares and when the conversion of such shares into common shares is to be approved. | ||
• | When voting the anticipated dissolution, merger or transformation of the corporation or change of its corporate purpose. | ||
• | When the preferred dividend has not been fully paid during two consecutive annual terms. In this event, holders of such preferred shares shall retain their voting rights until the corresponding accrued dividends have been fully paid to them. | ||
• | When the general shareholders’ meeting orders the payment of dividends with shares issued by us. | ||
• | If at the end of a fiscal period, our profits are not enough to pay the minimum dividend and the Colombian Superintendency of Finance or “SFC”, by its own decision or upon petition of holders of at least ten percent (10%) of preferred shares, determines that benefits were concealed or shareholders were misled with regard to benefits received from us by our directors or officers, thus decreasing the profits to be distributed, the SFC may resolve that holders of preferred shares should participate with speaking and voting rights at the general shareholders’ meeting, in accordance with the terms established by law. |
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• | When the register of shares at the Colombian Stock Exchange or at the Registro Nacional de Valores y Emisores ( the Colombian National Registry of Securities and Issuers or “RNVE”) is suspended or canceled. In this event, voting rights shall be maintained until the irregularities that resulted in such cancellation or suspension are resolved. |
• | a favorable vote of at least 70% of the common shares represented at a general shareholders’ meeting is required to approve the issuance of stock without granting a preemptive right in respect of that stock in favor of the shareholders; | ||
• | a favorable vote of at least 78% of the holders of common shares represented at a general shareholders’ meeting is required to decide not to distribute at least 50% of the annual net profits of any given fiscal year in dividends, as otherwise required by Colombian law; | ||
• | a favorable vote of at least 80% of the holders of common shares present at the respective meeting and 80% of the holders of subscribed preferred shares is required to approve the payment of a stock dividend; and |
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• | a favorable vote of at least 70% of the holders of common shares and of subscribed preferred shares to effect a decision to impair the conditions or rights established for such preferred shares, or a decision to convert those preferred shares into common shares. |
• | first, an amount equivalent to 10% of net profits is set aside to build a legal reserve until that reserve is equal to at least 50% of our paid-in capital; | ||
• | second, payment of the minimum dividend on the preferred shares is made; and | ||
• | third, allocation of the balance of the net profits is determined by the holders of a majority of the common shares entitled to vote on the recommendation of the board of directors and president and may, subject to further reserves required by the by-laws, be distributed as dividends. |
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• | our term of existence, as stated in the by-laws, expires without being extended by the shareholders prior to its expiration date; | ||
• | losses cause the decrease of our shareholders’ equity below 50% of our outstanding capital stock, unless one or more of the corrective measures described in the Colombian Commerce Code are adopted by a general shareholder’s meeting within six months; | ||
• | by decision of the general shareholders’ meeting; and | ||
• | in certain other events expressly provided for by Colombian law and our by-laws. |
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• | we have no liabilities; | ||
• | our creditors consent in writing; or | ||
• | the outstanding capital stock remaining after the reduction represents at least twice the amount of our liabilities. |
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• | have been or are to be sold in Colombia simultaneously with such withdrawal of the preferred shares or other deposited securities; or | ||
• | are to be held by such owner or beneficial owner, or to its order, without sale, in which case such owner or beneficial owner must acknowledge its obligations to register its investment under the foreign investment regulations, if applicable, and make the required foreign exchange report to the Central Bank. |
• | direct investment; | ||
• | investment through an institutional fund; or | ||
• | investment through an individual fund. |
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• | preceded or accompanied by a written representation from the person to whom the ADRs or preferred shares are to be delivered that such person, or its customer, beneficially owns the preferred shares or ADRs to be remitted, as the case may be; | ||
• | at all times fully collateralized with cash or such other collateral as the depositary deems appropriate; | ||
• | terminable by the depositary on not more than five business days’ notice; and | ||
• | subject to such further indemnities and credit regulations as the depositary deems appropriate. |
• | to convert or cause to be converted into U.S. dollars, to the extent that in its judgment it can do so on a reasonable basis and can transfer the resulting U.S. dollars to the United States, all cash dividends and other cash distributions denominated in a currency other than U.S. dollars, including pesos (“Foreign Currency”), that it receives in respect of the deposited preferred shares; and | ||
• | to distribute, as promptly as practicable, the resulting U.S. dollar amount (net of reasonable and customary expenses incurred by the depositary in converting such Foreign Currency) to the owners entitled thereto, in proportion to the number of ADSs representing such deposited securities evidenced by ADRs held by them, respectively. |
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• | we have elected in our sole discretion to permit such rights to be exercised; and | ||
• | such owner has executed such documents as we have determined in our sole discretion are reasonably required under applicable law. |
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• | any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made; | ||
• | rights shall be issued with respect to the deposited securities; | ||
• | for any reason the depositary causes a change in the number of preferred shares that are represented by each ADS; | ||
• | the depositary shall receive notice of any meeting of holders of preferred shares or other deposited securities; or | ||
• | the depositary shall find it necessary or convenient, |
• | for the determination of the owners who will be (A) entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or (B) entitled to give instructions for the exercise of voting rights at any such meeting; or |
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• | on or after which each ADS will represent the changed number of preferred shares, all subject to the provisions of the deposit agreement. |
• | the information included in such notice of meeting received by the depositary from us; | ||
• | a statement that the owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Colombian law and of our by-laws, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the amount of preferred shares or other deposited securities represented by their respective ADSs; and | ||
• | a statement as to the manner in which such instructions may be given. |
• | received by the depositary as the holder of the preferred shares or other deposited securities; and | ||
• | made generally available to the holders of such preferred shares or other deposited securities by us. |
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• | taxes and other governmental charges, | ||
• | such registration fees as may from time to time be in effect for the registration of transfers of ADSs generally on the ADS register of the issuer or foreign registrar and applicable to transfers of ADSs to the name of the depositary or its nominee or the custodian or its nominee on the making of deposits or withdrawals, | ||
• | such cable, telex and facsimile transmission expenses as are expressly provided in the deposit agreement, | ||
• | such expenses as are incurred by the depositary in the conversion of foreign currency pursuant to the deposit agreement, | ||
• | a fee of $5.00 or less per 100 ADSs (or portion thereof) for the execution and delivery of ADRs pursuant to the deposit agreement, and the surrender of ADRs pursuant to the deposit agreement, | ||
• | a fee of $1.50 or less per certificate for an ADR or ADRs for transfers made pursuant to the deposit agreement, and |
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• | a fee for, and deducted from, the distribution of proceeds of the sale of rights pursuant to the deposit agreement, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of ADSs received upon the exercise of such rights, but which rights are instead sold and the proceeds of such sale distributed by the depositary to owners. |
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• | through agents; | ||
• | to dealers or underwriters for resale; | ||
• | directly to purchasers; or | ||
• | through a combination of any of these methods of sale. |
• | at a fixed price or prices, which may be changed; | ||
• | at market prices prevailing at the time of sale; | ||
• | at prices related to prevailing market prices; or | ||
• | at negotiated prices. |
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• | a treaty exists between Colombia and the country where the judgment was granted or there is reciprocity in the recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of Colombia; | ||
• | the foreign judgment does not relate to “in rem rights” vested in assets that were located in Colombia at the time the suit was filed and does not contravene or conflict with Colombian laws relating to public order other than those governing judicial procedures; | ||
• | the foreign judgment, in accordance with the laws of the country where it was rendered, is final and is not subject to appeal and a duly certified and authenticated copy of the judgment has been presented to a competent court in Colombia; |
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• | the foreign judgment does not refer to any matter upon which Colombian courts have exclusive jurisdiction; | ||
• | no proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has been awarded in any proceeding in Colombia on the same subject matter and between the same parties; and | ||
• | in the proceeding commenced in the foreign court that issued the judgment, the defendant was served in accordance with the law of such jurisdiction and in a manner reasonably designated to give the defendant an opportunity to defend against the action. |
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Debt Securities
Preferred Shares
American Depositary Shares representing Preferred Shares
Rights to Subscribe for Preferred Shares