Grupo Aval and Banco de Bogota
Transcription
Grupo Aval and Banco de Bogota
Equity Research Colombia Banks SectorNote 05 May 2014 Grupo Aval and Banco de Bogota Multi-Banking in Colombia; Initiating Coverage Initiating on Grupo Aval (Aval) and Banco de Bogota (Bogota) with Neutrals We are initiating coverage of Grupo Aval, Colombia’s largest financial services group (28% market share of the banking system), with a Neutral rating and a 12-month TP Alonso Aramburu New York – BTG Pactual US Capital LLC [email protected] +1 646 924 2471 of COP$1,400 per preferred share, and of Banco de Bogota, Aval’s most important bank (#2 in Colombia and controller of Central American assets), with a Neutral rating and a 12-month TP of COP$72,000 per common share. Grupo Aval: A multi-brand financial holding company Aval operates under a multi-brand strategy that gives it broad exposure to the Colombian economy and Central America, a positive feature given the current economic recovery. Aval’s main appeal comes from the consistent delivery of a higher ROE than its local peers, in part due to a more disciplined international Mauricio Restrepo, CFA Colombia - BTG Pactual [email protected] +574 356 7410 Eduardo Rosman Brazil – Banco BTG Pactual S.A. [email protected] +55 11 3383 2772 expansion, a more resilient NIM, and profitable merchant banking (Corficolombiana) and pension fund businesses. IT and procurement synergies should add further upside to ROE in coming years. However, a fair valuation (2014E P/E of 13.9x), corporate complexity and limited catalysts leads us to our Neutral rating. Banco de Bogota: Spearheading growth in Colombia and Central America After doubling the net income of BAC Credomatic in 2 years, the bank is seeking to increase its exposure to consumer, mortgages and financial leases and improve efficiency in Colombia and Central America. This strategy, synergies from the consolidation of the pension fund business, NIM stability, and improving asset quality should drive earnings growth in 2014-2015. However, we are initiating with a Neutral rating due to i) only 3.6% expected EPS growth in 2014 (affected by the recent share issuance), ii) a full valuation (2014E P/E of 13.6x), iii) an expected drop in ROE in 2014 mainly due to a higher capital base, and iv) the shares’ low liquidity. Industry: From headwinds in 2013 to tailwinds in 2014 2013 was a challenging year for banks. Profitability suffered from lower loan NIMs (on the back of low interest rates), investment portfolio losses, higher capital needs and a period of higher NPLs in 1H13. We believe 2014 will provide a friendlier operating environment, with a growing economy, stable or higher margins, more moderate loan growth, stronger capital ratios and healthy asset quality trends. Table 1: Banco de Bogota and Grupo Aval Valuation Rating P/E P/BV Yield ROE Share Target ADTV Mkt Cap price Price Upside (US$mn) (US$mn) 2013E 2014E 2015E 2013E 2014E 2015E 2013E2014E 2015E 2013E 2014E 2015E Ba nco de Bogota Neutra l 68,700 72,000 4.8% 0.90 10,304 15.1x 13.6x 11.5x 2.1x 2.0x 1.8x 3.5% 3.8% 4.2% 16.4% 15.1% 16.4% Grupo Ava l Neutra l 1,315 1,400 Source: BTG Pactual. 6.5% 1.92 13,890 15.2x 13.9x 11.2x 2.3x 2.1x 1.9x 4.0% 4.3% 4.9% 16.4% 15.6% 17.9% ANALYST CERTIFICATION AND REQUIRED DISCLOSURES BEGIN ON PAGE 68 Banco BTG Pactual S.A. does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. Grupo Aval and Banco de Bogota 05 May 2014 Executive Summary Grupo Aval is Colombia’s largest financial group, and Banco de Bogota is its largest subsidiary and key asset for the development of the bank’s growth strategy. All of the group’s recent acquisitions (both in Central America and Colombia) have been carried out by Banco de Bogota. We think the main appeal of both names comes from their (i) consistently better operating performance vs. Colombian peers and (ii) their more disciplined approach to inorganic growth. The former is a combination of good risk management, a more resilient NIM, and larger sources of other operating income. The latter has been driven by a rational attitude to a tangible risk in an industry that in recent year seems to have prioritized international diversification over efficient capital allocation and value creation. Grupo Aval’s international expansion has come at reasonable multiples with rapidly earnings-accretive transactions. We think both of these factors justify a “management premium” for both stocks relative to their local competitors – but this premium already appears to be priced into current valuations. What’s more, other considerations make the appeal of the stocks less evident, including a complex holding organization, a dual-share structure (at Aval), low share liquidity, and clearer but still less-than-optimal disclosure – all factors that we do not expect to improve materially in the short term. Our ratings also reflect our expectation of an economic recovery in Colombia, mostly favorable industry trends in 2014 (mainly NIM and asset quality), a greater focus on consumer lending, synergies from recent acquisitions, and a full valuation. Ultimately, a balance of all these elements leads us to our view that opportunities and risks are fairly reflected in the share prices, and we thus rate both stocks Neutral. While our rating is the same for both stocks, we currently have a more positive bias towards Grupo Aval due to i) its higher share liquidity, ii) a higher dividend yield, iii) greater expected profitability and iv) greater exposure to Corficolombiana, an asset we believe adds upside risk to earnings in the current favorable economic cycle. Aval also has direct exposure to Bogota’s potential synergies from recent acquisitions and upside from growth in consumer lending. Nevertheless, we note that Bogota has a better alignment of interests with the controlling shareholder via the purchase of common shares (Grupo Aval's liquidity is concentrated in the preferred shares, while Banco de Bogota only has one class of share). Industry tailwinds in 2014 In recent years, Colombian banks have operated in an environment of strong loan growth but declining profitability. Slimmer margins (mainly on the back of lower rates) have driven ROEs down. During this period, the largest Colombian banks embarked on an expansion strategy focused on Central America. Grupo Aval, through Banco de Bogota, has been an active player, with 3 acquisitions in this region in the last 3 years. This combination of trends has prompted banks to tap equity markets multiple times in recent years. The recent regulatory change that introduces Basel 3 standards has made capital requirement calculations more stringent, spurring another round of page 2 Grupo Aval and Banco de Bogota 05 May 2014 capital increases. Banco de Bogota raised US$650mn (COP$1.3tn) in December 2013, while Grupo Aval raised US$1.2bn (COP$2.4tn) on January 2014. Looking at 2014, we like most of the industry’s operating dynamics: Loan growth has decelerated, but we see current growth levels (around 15%) as more sustainable, and the anticipated acceleration of GDP in 2014 provides upside risk to this figure, in our view. The expected boost to infrastructure investments should also start having some positive effects on volumes in 2H14 and/or 2015. Asset quality is improving, and we foresee stability in an environment of improving GDP growth and more sustainable levels of loan growth. Margin pressure, which was particularly strong in 2013 due to the effect of 200bps of reference rate cuts and aggressive pricing in mortgage loans, should recede as the Central Bank continues the tightening cycle of monetary policy. The Central Bank raised the monetary policy rate by 25bp to 3.5% in April 2014. On the negative side, though banks’ treasuries have become more cautious about investment strategies, higher interest rates could drive further investment losses. Greater focus on returns vis-à-vis growth In the next couple of years, we expect Grupo Aval and B. de Bogota to focus more on integrating acquisitions than on seeking new ones. We believe this should foster a better environment to create value, seek synergies and boost profitability. According to management, the recently completed acquisitions in Guatemala and Panama give them the scale they sought in Central America. Corporate governance and complexity Grupo Aval has a dual-share structure. This has become common practice in Colombia, including at peers Davivienda and Bancolombia, but we would nonetheless highlight it as a less-than-optimal structure for minority investors. Their inability to subscribe to Aval’s recent equity offering of common shares is one example of this disadvantage, as they were not granted preferential subscription rights. Though there has been a material improvement in disclosure, one of the main drawbacks of investing in the group is the lack of disclosure for certain assets such as Corficolombiana and the pension funds. The group’s complexity, more so at Grupo Aval (which operates as a holding of 4 banks but as a whole consolidates more than 14 companies) but also at Banco de Bogota (which consolidates the merchant bank, pension fund and international operations), makes analyzing the companies more difficult. While Aval has practical reasons not to merge its four banks (at least for now), there are clear costs of operating 4 banks rather than one, such as redundancy, higher funding costs (at smaller banks) and lost cross-selling opportunities (since not all banks operate in all segments). page 3 Grupo Aval and Banco de Bogota 05 May 2014 Introduction to Colombia’s largest banking group Grupo Aval operates under a multi-brand strategy, where each bank targets specific customers, geographic regions and/or products. The banks are encouraged to compete among themselves while operating within central guidelines established by the holding company and sharing a common network to serve clients. This has led to specialization, which has contributed to the individual success and strong financial performance of the banks and the diversity of Grupo Aval as a whole. However, we also believe the structure creates inefficiencies that could be resolved if the banks operated under a single entity. The expected convergence of IT platforms could be a first step toward creating a single entity in the future. Figure 1: Overview of Organizational Structure Source: Corporate Presentation • Banco de Bogotá (Bogota) is Colombia’s oldest financial institution and the second-largest bank in the country based on net income. As of 4Q13, the bank had a market share of 13.9% of deposits and 13.6% of loans. Banco de Bogotá serves all market segments but has a leading presence in commercial loans (with a focus on large corporations), where the bank has an 18.1% market share in Colombia’s system. • Banco de Occidente (Occidente) is the fifth-largest bank in Colombia, with market shares of 6.5% of deposits and 7.4% of loans. Occidente is focused on commercial and auto loans and financial leasing and is oriented toward serving enterprise customers, state-owned entities and retail customers. The bank’s operations have been oriented mainly toward the Cali and Valle page 4 Grupo Aval and Banco de Bogota 05 May 2014 regions, but now with 196 branches it has expanded its presence to 61 cities in the country. • Banco Popular (Popular) is the seventh-largest bank in Colombia. It is the leader in payroll loans and middle-market commercial lending. Last year, it had a market share of 4.1% of deposits and 4.3% of loans. Popular operates primarily in the consumer and public sector businesses, with operations across every region in Colombia. • Banco AV Villas (AV Villas) has evolved from being a traditional mortgage lender to a diversified full-service consumer bank focused on mid- and lowincome consumer segments and SMEs. It is the most active bank in the usage of non-traditional distribution channels (mobile banking, banking correspondents and virtual branches). As of 4Q13, Banco AV Villas had a market share of 2.8% of deposits, 2.3% of loans, 3.8% of consumer loans and 4.0% of mortgages. As of 4Q13, Aval as a consolidated entity is the leader in gross loans and deposits in Colombia, with market shares of 26.5% and 28.4%, respectively, followed by Bancolombia, with market shares of 24.5% and 23.5%, respectively. The third is Davivienda, with 12.1% of loans and 10.4% of deposits, and the fourth is BBVA, with market shares of 9.2% and 10.2%, respectively. Individually, Bancolombia is still the largest bank in Colombia, with greater market shares than Banco de Bogotá. Chart 1: Colombia’s Loan and Deposit Market Shares – 4Q13 28.4% 26.2% 30.0% 25.0% 24.5% 23.5% 20.0% 13.9% 15.0% 12.7% 10.0% 12.1% 10.4% 9.2% 10.2% 6.9% 6.5% 4.3% 4.1% 5.0% 2.3% 2.8% 0.3% 1.2% 0.0% Loans deposits Source: Superfinanciera Banco de Bogotá is Aval’s main asset, as it i) has the strongest position in Colombia among the banks in the holding company (#2 in the country), ii) spearheads the growth strategy of the group in Central America, and iii) has control of Corficolombiana and Porvenir. Bogota contributes around 56% of Aval’s total earnings. • Porvenir is the largest private pension fund manager in Colombia. As of December 2013, it had a market share of 44.1% of mandatory pension fund page 5 Grupo Aval and Banco de Bogota 05 May 2014 page 6 individual customers and 49.8% of severance plan individual customers. These figures include the acquisition of pension fund Horizonte, which closed in April 2013. • Corficolombiana is the largest merchant bank in Colombia based on total assets. The company is focused on four main business lines: 1) equity investments in strategic sectors (financial services, infrastructure, electricity and gas, agribusiness and hospitality); 2) investment banking; 3) treasury operations; and 4) leasing, fiduciary and private banking. • Central America: BAC Credomatic (BAC) is one of the largest banking groups in Central America. It’s a full-service financial institution with one of the leading credit card issuance and merchant-acquiring businesses in the region, and it offers commercial and retail banking, brokerage, insurance, pension fund management and other financial services. BAC Credomatic operates in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama. It’s fully owned through Leasing Bogotá Panama, a 100% subsidiary of Banco de Bogota. Banco de Bogota also completed the acquisitions of Banco Reformador in Guatemala and BBVA Panama in 2013. Grupo Aval key figures Table 2: Grupo Aval Overview - Income Statement, COP$bn Banco de Banco de 2013 Bogotá Occidente Total interest income 6,226 2,051 Total interest expense -2,242 -723 Net interest income 3,983 1,328 Total (provisions) reversals, net -774 -321 Total fees and other services income, net 2,254 255 Total other operating income 1,037 321 Total operating income 6,500 1,583 Total operating expenses -3,780 -1,010 Net operating income 2,720 573 Total non-operating income (expense), net 171 12 Income before income tax expense and non-cont rolling 2,891 interest 585 Income tax expense -945 -156 Income before non-cont rolling interest 1,947 429 Non-cont rolling interest -547 -1 Net Income attributable to shareholders 1,400 428 Net Income (adjusted by non controling int.) 931 309 % Net Income 58.1% 19.3% Source: Grupo Aval Banco Popular 1,565 -459 1,106 -66 148 44 1,232 -716 516 93 609 -211 399 -2 396 371 23.2% Banco AV Grupo Aval Villas Eliminations Consolidated 947 -4 10,783 -223 -156 -3,802 724 -160 6,981 -133 0 -1,294 166 -8 2,814 6 -90 1,317 762 -258 9,819 -483 -39 -6,028 279 -298 3,790 3 -44 236 283 -341 4,027 -96 -7 -1,415 186 -349 2,612 0 -461 -1,011 186 -810 1,601 149 -159 1,601 9.3% -9.9% 100.0% Grupo Aval and Banco de Bogota 05 May 2014 page 7 Table 3: Grupo Aval Overview – Balance Sheet and Key Ratios, COP$bn 2013 Loans: Commercial Consumer Mortgages Financial leases Microcredit Total Loans % of Loans Deposits: Checking accounts Savings accounts Time deposits Other deposits Total Deposits % of Aval Deposits Assets Liabilities Equity Banco de Bogotá Banco de Occidente Banco Popular Banco AV Villas Grupo Aval Consolidated 36,211 13,940 5,392 2,363 316 58,222 60.3% 10,905 4,327 32 4,384 0 19,648 20.4% 5,202 6,509 100 266 14 12,091 12.5% 2,555 3,025 996 0 12 6,588 6.8% Agregate 54,873 27,801 6,520 7,013 342 96,548 100.0% 16,591 22,202 24,682 619 64,094 63.3% 5,899 8,466 5,256 278 19,900 19.7% 1,547 8,406 1,160 105 11,217 11.1% 868 4,395 2,253 86 7,602 7.5% 24,905 43,469 33,351 1,088 102,813 101.6% 100,669 90,772 9,897 29,030 25,262 3,767 16,712 14,282 2,430 9,710 8,534 1,175 17.1% 15.4% 16.1% 11.9% 23.8% 20.8% 18.7% 17.3% 18.4% 18.6% 16.7% 16.1% - 22.2% 18.5% 17.7% 17.1% 2.1% 2.1% 2.2% 1.6% 3.1% 2.8% 2.6% 2.5% 2.2% 2.3% 2.1% 2.0% - 2.2% 2.2% 2.0% 1.9% 44.5% 46.0% 43.5% 45.6% 47.6% 50.5% 51.5% 53.1% 53.9% 59.2% 55.8% 51.6% - 46.6% 52.7% 51.3% 50.4% 2.5% 2.4% 2.1% 2.1% 3.7% 3.8% - 2.3% 2.4% 3.6% 3.2% 2.9% 2.5% 3.1% 3.2% - 3.3% 3.5% 3.5% 3.7% 2.9% 2.9% 4.6% 5.0% - 2.8% 2.9% 146.8% 146.9% 172.4% 176.1% 116.9% 118.2% - 139.2% 133.3% ROAE: 2010 24.9% 2011 17.7% 2012 18.1% 2013 17.1% ROAA: 2010 2.9% 2011 2.6% 2012 2.3% 2013 2.1% Operational efficiency 2010 40.1% 2011 50.9% 2012 49.6% 2013 49.0% Asset Quality Loans past due more than 30 days / gross loan portfolio 2012 2.1% 2013 2.3% Loans rated C,D orE / gross loan portfolio 2012 3.4% 2013 3.9% Provision expense / gross loan portfolio 2012 2.3% 2013 2.4% Allowance / loans past due more than 30 days 2012 132.2% 2013 123.3% Source: Grupo Aval; BTG Pactual. Some ratios could be different from which the companies have reported due to calculation methodologies. 54,856 27,801 6,520 6,995 342 96,514 100.0% 24,884 42,480 32,739 1,088 101,190 100.0% 154,287 142,559 11,728 Grupo Aval and Banco de Bogota 05 May 2014 Strategic Focus: ST Opportunities and LT Growth We believe the group’s leadership in both Colombia and Central America (markets with a still relatively low penetration of financial services) provides a platform for sustained earnings growth in the medium term. In the short term, we expect management to focus on i) increasing penetration in consumer lending in Colombia, ii) realizing synergies from recent acquisitions (BAC Credomatic, BBVA Panama, pension funds in Colombia and Grupo Reformador in Guatemala), iii) exchanging best practices between Central America and Colombia, iv) improving efficiency in Central America, v) seeking IT convergences across subsidiaries in Colombia, and vii) pursuing selective bolt-on acquisitions that can bring new growth opportunities and/or additional scale to its operations. Increasing penetration in new segments We expect the group to seek to gain market share in segments and products that have not traditionally been the focus in the past – mainly credit cards and mortgages. This initiative goes hand in hand with efforts to expand cross-selling to its more than 10 million banking clients. Part of these initiatives seek to increase non-interest income by expanding the selling of insurance products through the group’s vast distribution network and boosting credit card fee income by increasing credit card loan volumes across all its banks. Aval is also studying initiatives to penetrate lower income segments that are currently underpenetrated and is developing risk management tools that will enable the bank to extend its banking services to this market. An interest rate cap around 30% poses a challenge to develop this market profitably, but banks like Davivienda have been active, and so far successful, at developing a mobile banking platform. Synergies and improving cost-to-income ratio In Central America, Grupo Aval will maintain the BAC Credomatic brand. It intends to continue sharing group-wide commercial and operational standards and best practices with the company while capitalizing on its regional expertise, brand recognition, customer base, and services and products, such as credit card issuance and merchant-acquiring businesses. We also expect to see greater efforts to lower costs, as management believes there’s an opportunity to lower its efficiency ratio (~56% in 2013E) to a level similar to the Colombian operations (49.8%). Although Central America is growing at a slower pace than Colombia and some markets have a higher penetration of financial services (sees chart 4 and 5 on page 11), we believe that BAC Credomatic can continue to gain market share, as in the last few years. page 8 Grupo Aval and Banco de Bogota 05 May 2014 page 9 Chart 2: BAC Credomatic Net Loans – growth has accelerated after the acquisition in late 2010 9,000 25.0% 8,039 8,000 6,972 18.7% 7,000 5,873 6,000 4,521 5,000 5,198 5,013 4,898 10.9% 20.0% 15.3%15.0% 13.0% 10.0% 4,000 6.1% 3,000 5.0% 2,000 0.0% 1,000 -2.3% - -5.0% 2007 2008 2009 2010 2011 Net Loans 2012 2013E y/y% Source: BAC Credomatic, Figures in US$mn Three years ago, Aval was the most efficient bank in Colombia due to better cost-toincome ratios at three of its four banks. This changed i) once Bogota, its biggest bank, acquired BAC Credomatic and ii) efficiency suffered at Popular and AV Villas due to lower NIMs. Chart 3: Efficiency at Grupo Aval’s Banks Vs. Peers 70.0% 66% Bogota's subsidiaries 60.0% 50.0% 54% 51% 50% 49% 44%45% 39% 40% 40.0% 30.0% 58% 57% 56% 59% 56% 53% 53% 53% 54% 53% 53% 51% 52% 52% 51% 51% 51% 50% 52% 50%50% 49% 48% 48% 47% 47% 45% 45%46%44%46% 24% 19% 15% 20.0% 10% 10.0% 0.0% Bogota Corficol Porvenir LB Panama Occidente 2010 Popular 2011 2012 AV Villas 2013 Source: Grupo Aval; Companies In 2010, Banco de Bogota was clearly the most efficient bank in Colombia, but the consolidation of Central America in 2011 (reflected in LB Panama), and, to a lesser extent, lower results from Corficolombiana, have led to a deterioration of the cost-toincome ratio. Currently, the company is seeking to improve efficiency by focusing mainly on BAC Credomatic, information technology, and procurement of goods and services for multiple subsidiaries. Grupo Aval Bancolombia Dav iv ienda BBVA Colombia Grupo Aval and Banco de Bogota 05 May 2014 Table 4: BAC Credomatic Efficiency US$mn 2006 2007 2008 2009 2010 2011 2012 2013E Net Interest Income (before provisions) 292 388 495 492 541 594 654 752 Fees and other services income, net 173 225 253 252 255 292 336 386 Other operating income 46 90 136 85 58 69 82 95 Operating Income (before provisions) 510 703 884 829 853 955 1,073 1,234 Operating expenses 299 385 463 494 554 570 620 682 Depreciation and Amortization 22 26 33 35 40 44 44 44 Efficiency 54.2% 51.1% 48.6% 55.4% 60.3% 55.1% 53.8% 51.8% Source: BTG Pactual, Based on Company Reports Occidente is currently Aval’s most efficient bank, and it also boasts the lowest costto-income ratio among the industry’s main peers. At Popular and AV Villas, management recognizes the need to improve efficiency and has thus become more strict at tracking their performance. An obvious topic when discussing efficiency is the possibility of merging Aval’s banks. We think this makes sense and would add value in the medium term; however, initial benefits would not be as visible due mainly to complexities and costs from the integration process. Today, on a consolidated basis, Aval’s efficiency is similar to that of its main peers, so operating multiple banks has not led to a clear disadvantage, but the fact that its two largest banks are the most efficient points to the benefits of scale. Management continuously evaluates this possibility, but we don’t expect it to take action on this front in the short term. Some of the main complexities of merging the banks arise from their different labor contracts and union agreements, different minority shareholders, potential losses of market share and different technology platforms. Aval is currently migrating its banks to a common core banking platform, a process that will be completed in seven years. This process has already started at Banco de Occidente and Banco Popular and will continue with AV Villas and finally Banco de Bogota, which is the largest and most complex bank. We believe management sees the completion of this project as a necessary step before attempting a merger, as it will make the potential integration more efficient and less traumatic. Pursuing select acquisitions Management will continue to evaluate new geographies, strategic investments, alliances and acquisition candidates to leverage growth principally in Colombia, Central America and other select LatAm countries. They may also continue acquiring additional shares to increase their controlling interests in certain banking subsidiaries. In fact, in the last few months, they announced 3 acquisitions (AFP Horizonte, Grupo Reformador and BBVA Panama), and in 2Q13 Grupo Aval purchased shares of Bogota and Occidente, increasing its stakes from 64.5% to 66.5% and from 68.2% to 72.0%, respectively. page 10 Grupo Aval and Banco de Bogota 05 May 2014 page 11 Industry View: From headwinds in 2013 to tailwinds in 2014 The banking sector today: moderate penetration in Colombia and Central America In the last decade, the ratio of total loans to GDP in Colombia has trended consistently upward, increasing to 40% in 2013, up more than 20 percentage points since 2003. This evolution has been driven by a favorable macroeconomic environment, lower unemployment, lower inflation and interest rates and a growing middle class, among others. Despite this increase, we believe Colombia still has plenty of room to expand, as it remains below other Latin American markets like Chile and Brazil. Chart 4: Colombia Banking Penetration – Loan to GDP Chart 5: Domestic Credit to the Private Sector / GDP 45% 250% 40% 40% 38% 200% 194.4% 35% 35% 32% 31% 29% 30% 150% 30% 105.2% 100% 71.2% 23% 25% 20% 20% 20% 19% 50% 20% 61.4% 49.1% 47.6% 45.0% 39.6% 26.4% 26.1% 25.3% 23.4% 0% 15% 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013E Source. DANE, Superfinanciera, IMF Source: 2012 Wordl Bank Development Indicators Data as of December 2011 Loan Growth Loans in the banking system grew at a nice pace in 1H13 (+15.6% y/y), driven mainly by mortgages (+25.4% y/y), which were boosted by lower rates and government subsidies for its social housing programs. Though the economy accelerated in 2H13 (GDP growth of 5.1% and 4.9% in 3Q13 and 4Q13), loan growth decelerated at the end of the year. The deceleration was evident in consumer loans due to more cautious disbursement policies from players like Davivienda and, more recently, Bancolombia, but also as GDP growth was driven by civil works and public consumption, sectors with less demand for credit. Despite the deceleration, the system’s total loan growth ended 2013 at 13.6% y/y. Aval and Bogotá’s loan books in Colombia grew basically in line with the system (12.4% y/y and 14.2% y/y, respectively). 16.6% Grupo Aval and Banco de Bogota 05 May 2014 Chart 7: Colombia’s GDP Growth and Loan Growth Commercial Mortgage Source: Superfinanciera 2.0 1.4 Loans/GDP Growth Source: Superfinanciera; Dane; BTG Pactual asset quality trends make us believe that loans could expand around 15% in 2014. Our local economics team is forecasting GDP growth of 4.5% for both 2014 and 2015, an acceleration versus the 4.3% in 2013. Chart 8: Retail Sales Chart 9: Manufacturing Source: DANE, BTG Pactual Source: DANE, BTG Pactual Margins 2013 was an atypically bad year for banks’ margins, as both loan and investment margins were under pressure. On the loan side, margins were under pressure due mainly to 200bps of rate cuts and increased competition in mortgages and consumer lending (more visible in 1H13). However, we believe margin pressure from monetary expansionary policy has bottomed, which paints a better picture for margins in 2014. In fact, the Central Bank started hiking rates in April, which provides upside risk to loan NIMs in 2H14 and 2015. On the portfolio investments, banks suffered from increased volatility and rising sovereign bond yields. This was particularly evident in 2Q13, following expectations of a faster-than-anticipated tapering of stimulus in the US. Banks have adjusted their portfolios (which had been positioned structurally long in recent years) to be more neutral and of a shorter duration, so additional movements in rates will have less GDP Growth Loans 2015E 2014E 0.0 Good economic momentum as we enter 2014, stronger capital ratios and healthy impact on P&L. 4.0 1.0 2002 Jul-13 System Oct-13 Jan-13 Apr-13 Jul-12 Oct-12 Apr-12 Jan-12 Jul-11 Consumer Oct-11 Jan-11 Apr-11 Jul-10 Oct-10 0.0% Jan-10 Apr-10 -5.0% Jul-09 5.0% Oct-09 0.0% Jan-09 Apr-09 10.0% 3.3 2.0 1.5 15.0% 5.0% 3.3 3.0 2.1 2013E 10.0% 20.0% 3.3 2012 13.6% 12.3% 11.9% 15.0% 3.8 3.3 2011 30.0% 25.0% 3.8 2010 20.0% 5.0 4.2 2009 25.0% 35.0% 6.0 5.0 4.8 40.0% 2005 28.2% 2004 30.0% 5.7 2008 45.0% 2007 50.0% 35.0% 2006 40.0% 2003 Chart 6: Loan Growth y/y% page 12 Grupo Aval and Banco de Bogota 05 May 2014 page 13 We note that both Banco de Bogota and Aval’s loan interest margins have been more stable than their peers, partly due to their relatively lower exposure to mortgages and consumer loans, segments that bore the bulk of the competitive pressures in 2013. In addition, the DTF, the primary rate used to price commercial loans (where Aval has greater exposure), had a delay to reflect the Central Bank’s rate cuts, while a lower loan-to-deposit ratio provided a cost-of-funds advantage versus the competition. Chart 10: Loan Interest margin 8.3% 8.5% 8.0% Chart 11: Change in the MPR and DTF since July 2012 7.9% 7.5% 7.5% 7.7% 7.7% 1.00% 7.9% 7.5% 7.3% 7.9% 7.5% 7.0% 7.0% 6.7% 6.6% 6.7% 6.8% 8.0% 7.9% 7.6% 7.6% 7.9% 7.4% 0.50% 7.9% 7.5% 7.1% 7.6% 7.5% 7.1% 7.2% 6.9% -0.22% -0.50% -0.50% -1.00% 6.6% 6.4% 6.5% -0.03% 0.00% -1.25% -1.50% 6.2% 6.0% 6.0% -0.74% -1.23% -1.47% -1.75% -2.00% -2.00% -2.00% Grupo Aval Banco de Bogota Bancolombia Source: Bancolombia, Grupo Aval and Bogota data was estimated by BTG Pactual Source: Banrep The industry’s PDL ratio visibly improved from 2008 to 2010, and since then has been oscillating between 2.8% and 3.6%. There was an upward trend in delinquencies in 2011 and 2012 due to a slowdown in GDP growth and consumption, but asset quality has improved in recent quarters on the back of healthier economic growth. We expect this trend to continue in 2014 driven by the currently healthy economic momentum and a more conservative expansion policy from banks. Chart 12: Colombia Industry PDLs and Coverage 5.5% 170.0% 160.0% 5.0% 150.0% 4.5% 140.0% 4.0% 130.0% 120.0% 3.5% 110.0% 3.0% 100.0% 90.0% Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 2.5% Source: Superfinanciera Coverage Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 Jul-13 DTF Aug-13 Sep-13 Oct-13 Nov-13 May-13 Jun-13 Mar-13 Apr-13 MPR Asset Quality PDL Ratio Jan-13 Feb-13 Nov-12 Dec-12 Sep-12 Oct-12 Jul-12 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 Aug-12 -2.50% 5.5% Grupo Aval and Banco de Bogota 05 May 2014 Profitability The Colombian banking industry has undergone a period of declining profitability in the last few years, driven mainly by gradually declining margins (due to lower interest rates) and the inability of the sector to offset margin losses with better efficiency. Many banks have also raised capital to accelerate growth in Colombia and, mainly, to pursue inorganic growth in Central America, but the new capital has generated lower returns, putting further pressure on ROEs. Neither Banco de Bogota nor Aval have escaped this trend. The former saw its ROE fall from 24.9% in 2010 to an estimated 16.7% in 2013, while the latter’s fell from 22.2% to 18.0% in the same period. Bogota's ROE has been affected by three main factors: 1) lower NIMs, 2) the capital increase to fund the acquisition of BAC Credomatic and 3) lower earnings from Corficolombiana. Similarly, Grupo Aval's ROE has decreased as a consequence of the lower ROEs from its four banks and due to the capital increase to capitalize Banco de Bogota after the acquisition of BAC. Assuming there are no more acquisitions, we expect operating trends to improve in 2014 and 2015, mainly via better asset quality and more stable margins, but profitability improvements may not be as visible, given the banks’ larger capital base. Chart 13: Colombian Banks ROE 20.0% 18.0% 16.5% 16.0% 14.0% 18.1%17.8% 16.6% 15.1%15.6% 16.4%16.4% 14.9% 13.7% 13.0% 12.6% 17.9% 16.9%16.4% 14.1% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2012 2013 Bancolombia Davivienda 2014E Bogota 2015E Aval Source: Companies and BTG Pactual Capital Colombian banks have been operating in an environment of strong loan growth but declining profitability while they have focused on expanding internationally. These trends have weakened capital ratios, despite periodic capital increases. As a consequence of last year’s M&A activity and new regulation that eliminated goodwill from the calculation of capital, Bancolombia, Banco de Bogota and Grupo Aval raised capital again to strengthen their balance sheets. page 14 Grupo Aval and Banco de Bogota 05 May 2014 Chart 14: Capital Adequacy Ratios, 2013* Chart 15: Primary Equity Issuance, Banking Sector, 2007-2013 (US$mn) 16.0% 14.0% 12.0% page 15 7,000 14.0% 4.8% 6,000 10.8% 10.0% 3.8% 11.2% 5,000 3.7% 4,000 5,830 8.0% 3,000 6.0% 4.0% 2042 9.2% 2,000 7.0% 7.5% 2.0% 1,000 0.0% 0 Bancolombia* Davivienda Bogota Source: Company reports.*Bancolombia Pro Forma with capital increase 269 Colombia Banco de Bogota after closing the acquisitions and the capital increase ended up with a Tier 1 ratio of 7.5% and a BIS ratio of 11.2%. Bancolombia recently disclosed that its Tier 1 and BIS ratios (pro forma with the capital increase and capitalization of 2013 earnings) are 9.2% and 14%, respectively. Davivienda’s Tier 1 and BIS ratios as of 4Q13 were 7.0% and 10.8%, respectively, the lowest among the large local banks, but we do not expect the bank to raise capital in 2014, as its capital ratios should improve with the capitalization of 2013 earnings. Chile Source: Company reports, Bloomberg and BTG Pactual Peru Grupo Aval and Banco de Bogota 05 May 2014 Business Strengths and Positives Scale: Grupo Aval is the largest player in most financial sectors in Colombia Grupo Aval is the largest participant in most sectors of the Colombian banking market, with market-leading shares of 31.6% of commercial loans, 28.3% of consumer loans, and 28.8% of deposits. Grupo Aval’s network is also the largest combined ATM and branch network in the country, representing 25.0% and 25.8% of total ATMs and branches in Colombia, respectively. In the pension fund business, Porvenir and Horizonte are market leaders in funds under management, with a combined market share of 43.9% in mandatory fund management and 49.7% in severance fund management. In addition, Corficolombiana is the largest financial merchant bank in Colombia. Leadership in Central America BAC Credomatic is one of the leading financial institutions in Central America, with US$12bn in assets in 2013E and a track record of strong financial performance. The operation posted an ROE of 21.8% in 2011, 23.4% in 2012, and we expect will report ~25% in 2013. This profitability compares favorably to both Bancolombia and Davivienda’s operations in Central America, which have ROEs of ~16% and 9%, respectively. BAC Credomatic’s market share in terms of gross loans (pro forma with recent acquisitions in Guatemala and Panama) is as follows: Costa Rica 11.7%, El Salvador 10.2%, Guatemala 10%, Honduras 12.9%, Nicaragua 26.5% and Panama 6.0%. Above average profitability Grupo Aval and Banco de Bogota have been able to achieve consistently higher profitability than their Colombian peers. We think this stems mainly from scale, low funding costs and contributions to income from profitable subsidiaries (mainly Corficolombiana and Porvenir pension fund). Between 2010 and 2013, Grupo Aval and Banco de Bogota’s ROA averaged 2.1% and 2.5%, respectively, which compares to the average ROA of their main peers of 1.9% in the same period. Centralized guidelines and best practices Grupo Aval sets group-level policies focused on brand management, strategic planning, use of capital, procurement, risk management, convergence of technologies and cost controls that we believe promote best practices, realization of synergies and efficiencies across the subsidiaries. M&A discipline and track record integrating acquisitions The history of Grupo Aval has been dynamic, and its success and leadership has been built largely through acquisitions (more than 25). All of Aval’s banks have either completed acquisitions or are the result of a business combination. A recent example of the company’s ability to integrate new operations is the purchase of BAC Credomatic in 2010 (at an implied 2009 P/E of 12.8x), which generated net income of ~US$150mn per year in both 2009 and 2010. In 2012, BAC Credomatic posted net page 16 Grupo Aval and Banco de Bogota 05 May 2014 income of US$265mn, 76% higher than in 2010. In 2013, net income reached US$297mn. Chart 16: BAC Credomatic Net Income and P/E Analysis 350 300 14.0x 12.8x 12.6x 12.0x 10.0x 250 8.8x 200 8.0x 7.2x 6.4x 150 6.0x 100 4.0x 50 2.0x 0.0x 0 2009 2010 Net Income 2011 2012 2013 Implied P/E (US$1,900mn Transaction) Source: Grupo Aval and BTG Pactual We also liked the strategic thinking behind this acquisition, as it i) provided exposure to the whole region, not just a specific country, ii) was highly profitable (18.7% ROE in 2010), iii) had specific pockets of value, such as the sale of the Mexico subsidiary; and iv) could add value from the transfer of best practices from the credit card business. We also expect more recent acquisitions, such as the pension fund Horizonte in Colombia, Grupo Reformador in Guatemala and BBVA Panama, to be accretive to earnings in 2015. Low funding cost One of the group’s main strengths is its relatively lower funding cost, which is driven mainly by its large deposit base. Aval’s market share of total deposits in Colombia is ~29%, with a proportionally higher share of low-cost demand and savings deposits. Deposits represent ~77% and ~76% of Banco de Bogota and Grupo Aval’s total funding. page 17 Grupo Aval and Banco de Bogota 05 May 2014 Chart 17: Grupo Aval and Peers Funding Mix, 2013 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 11.0% 13.8% 11.1% 8.5% 2.6% 1.0% 3.9% 13.7% 5.0% page 18 Chart 18: Grupo Aval and Peers Deposit Mix, 2013 8.6% 9.2% 4.0% 100% 1.2% 1.2% 1.0% 1.1% 90% 80% 40.0% 70% 46.5% 34.6% 42.0% 60% 76.9% 77.5% 75.2% 78.2% 50% 40% 39.3% 30% 38.5% 32.4% 36.0% 20% 10% Bancolombia Davivienda Bogota Aval Deposits Interbank borrowings and overnight funds Borrowings from banks and other Bonds 19.4% 16.3% Bancolombia Davivienda below 100%, which has made Banco de Bogota less dependent on more expensive funding sources. In turn, this larger deposit base has been important in offsetting margin pressure in an environment of declining rates. The group’s high proportion of checking account deposits (~25% of the deposits) should also support NIM expansion in a period of tightening monetary policy, as expected in 2H14. Chart 19: Net Loans / Deposits 2013 108.7% 98.7% 88.3% 92.3% 80.0% 60.0% 40.0% 20.0% 0.0% Bancolombia Davivienda Time deposits Source: Company reports, BTG Pactual Estimates The strong base of deposits has also led to a loan-to-deposits ratio consistently 100.0% Bogota 24.6% Bogota Aval 0% Checking accounts Source: Company reports, BTG Pactual Estimates 25.9% Aval Source: Company reports, BTG Pactual Estimates Grupo Aval has also been diversifying its sources of funding to support its business expansion. On May 12, 2011, Aval completed an offering of preferred shares, raising COP$2.1tn (US$1.1bn) in gross proceeds. On February 1, 2012, it completed its first international bond offering of US$600mn of 5.25% Senior Notes due in 2017, followed by a US$1.0bn issue of 4.75% Senior Notes due in 2022, on September 26. Saving deposits Other Grupo Aval and Banco de Bogota 05 May 2014 page 19 Risk management/asset quality In general, Grupo Aval’s banks take a conservative approach in their banking businesses and are generally more focused on protecting margins and asset quality than on generating growth. The philosophy is similar for investments. The banks' treasuries are typically more conservative than their peers, potentially giving up extraordinary gains in some quarters but avoiding losses in others and thus maintaining a more stable stream of income. As a result, they maintain a smaller proportion of securities classified as trading versus peers. Banco de Bogota has stood out for the good asset quality of its loan book, with a PDL ratio consistently lower than that of its peers, though this is also explained by its relatively higher exposure to less risky corporate loans. As of 4Q13, Bogota’s PDL ratio (30+ days) in Colombia was 2.2%, lower than that of its main peers (Bancolombia 2.7%, Davivienda 3.5%, BBVA Colombia 2.6%). Like Bogota, Aval also stands out for its good asset quality. The asset quality of its diversified portfolio has generally behaved better than the Colombian banking system. Chart 20: Unconsolidated PDL ratio (PDL more than 30 days) 5.0% Chart 21: Allowance / PDL more than 30 days 200.0% 190.0% 180.0% 170.0% 160.0% 150.0% 140.0% 130.0% 120.0% 110.0% 100.0% 4.5% 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 BOGOTA POPULAR BANCOLOMBIA BOGOTA POPULAR BANCOLOMBIA OCCIDENTE DAVIVIENDA BBVA OCCIDENTE DAVIVIENDA BBVA Source: Superfinanciera Source: Superfinaciera Management believes that its reputation as a banking group that pursues conservative policies has allowed them to consistently retain and attract new customers. Each of its banks has a comprehensive risk management system that management views as fundamental to long-term stability and viability and enables them to identify risks and resolve potential problems on a timely basis. In addition, they have established upward loan reporting processes, and the risk management staff meets on a weekly basis to discuss the loan portfolio, developments in the industry, risks and opportunities. Experienced senior management team Grupo Aval has an experienced management team, both at the group and operating subsidiary levels. The chairman, Mr. Sarmiento Angulo, has over 55 years of business experience, including 40 years in the banking and related financial services industry. The president, Mr. Luis Carlos Sarmiento Gutiérrez, has over 15 years of experience in the banking and related financial services industry and over 20 years of business experience as a banking executive in Colombia and the United States. Grupo Aval and Banco de Bogota 05 May 2014 Negatives and Risks Complex shareholding structure, related transactions and disclosure Aval’s corporate structure makes analyzing it a difficult task, due to 1) shared ownership of some subsidiaries, like Corficolombiana and Porvenir, 2) a large and volatile minority income, 3) poor disclosure (not all companies report consolidated results on a quarterly basis), 4) Grupo Aval’s transactions with subsidiaries, such as lending, which are difficult to track as they are eliminated in the consolidated figures and may not be reflected in the unconsolidated results (for example the offshore operations), and 5) Corficolombiana, a relevant contributor to earnings, which doesn’t publish quarterly consolidated results or guidance about the business plans of its equity portfolio. Inefficient structure While Aval has practical reasons not to merge its four banks (at least for now), there are clear costs of operating four banks rather than one, such as redundancy, higher funding costs (at smaller banks) and lost cross-selling opportunities (since not all banks operate in all segments). Low share liquidity Although Grupo Aval is the second-largest company in Colombia by market cap th th (~US$13bn), its ordinary and preferred shares rank 27 and 13 in terms of liquidity, respectively. In the last 6 months the ADTV for the ordinary and preferred shares has been US$0.2mn (COP$440mn) and US$1.9mn (COP$3,932bn), respectively. We think its lower liquidity is explained mainly by its low free float (estimated at 14.2%, 4.9% of the ordinary shares and 39.3% of the preferred shares). Banco de Bogota is a similar case, ranking 22 nd with an ADTV of US$0.9mn. 14.0 12.0 10.0 8.0 6.0 4.0 2.0 Market Cap ADTV US$mn 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 ECOPETROL PREC PFBCOLOM CEMARGOS GRUPOSURA PFCEMARGOS EXITO CLH PFGRUPSURA NUTRESA ISAGEN GRUPOARGOS PFAVAL PFDAVVNDA PFAVH CORFICOLCF ISA BCOLOMBIA CELSIA PFGRUPOARG CNEC BOGOTA Market Cap US$bn Chart 22: 20 Most Liquid Stocks in 2013: Market Cap vs. Liquidity 0.0 ADTV US$mn Source: BVC; BTG Pactual We believe the recent equity offerings will only have a marginally positive effect on liquidity, as the controlling shareholder has subscribed to most of the offerings. In page 20 Grupo Aval and Banco de Bogota 05 May 2014 addition, we note that Bogota’s liquidity could have further downside because Grupo Aval has been increasing its stake in the bank with open market purchases. Dual-share structure Grupo Aval has 2 classes of shares, common and preferred. We don’t particularly like dual-share structures. LatAm offers plenty of examples of preferred shareholders losing out relative to their common shareholder peers. For example, in the recently announced Aval offering, holders of preferred shares did not get preferential subscription rights. Furthermore, having two classes of shares divides up the liquidity instead of aggregating it. Common and preferred shares have essentially the same economics, except in the rare case in which the company doesn’t have enough cash to distribute dividends, or in the case of bankruptcy, when preferred shares have seniority. On the voting side of the equation, common shares can vote while preferred cannot. Also, we understand that there are no tag-along rights in the event of a change in control. page 21 Grupo Aval and Banco de Bogota 05 May 2014 page 22 Valuation Initiating on Grupo Aval with a TP of COP$1,400/share and a Neutral rating Our Grupo Aval target price of COP$1,400 per preferred share is based on a Dividend Discount Model (DDM) with the following assumptions: 19.0% sustainable ROE, 5% perpetuity growth rate, 10.5% cost of equity and a 65% long-term dividend payout. Our TP implies 6.5% upside from its current price, including a 4.0% dividend yield, a 2.2x 2014E P/BV (compared to the bank’s current 2013 2.3x P/BV) and a 11.9x 2015E P/E compared to the bank’s current 2014E 13.9x P/E. Table 5: Grupo Aval - Dividend Discount Model Net Income (COP$bn) 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 1,291 1,527 1,601 1,930 2,395 2,567 2,754 2,955 3,174 3,381 3,603 3,842 18.2% 4.8% 20.6% 24.1% 7.2% 7.3% 7.3% 7.4% 6.5% 6.6% 6.6% Growth EPS 70 Growth Dividend Payout Ratio 61.2% DPS 2022E Perpetuity 82 79 95 117 126 135 145 156 166 177 188 18.2% -3.6% 19.2% 24.1% 7.2% 7.3% 7.3% 7.4% 6.5% 6.6% 6.6% 59.8% 43 66.9% 49 60.1% 53 55.4% 57 60.0% 65 60.0% 60.0% 60.0% 65.0% 65.0% 65.0% - 75 81 87 93 108 115 2,170 15.5% 7.9% 7.1% 14.3% 16.2% 7.3% 7.3% 7.4% 15.4% 6.6% - 1.11 1.22 1.35 1.49 1.65 1.82 2.01 2.22 2.22 Growth PV Factor - PV 51 53 56 54 53 51 54 52 976 12-month TP NPV per Share 424 Perpetuity value per Share 976 Target Value per Share 1,400 Source: Grupo Aval; BTG Pactual Initiating on Banco de Bogota with a TP of COP$72,000/share and Neutral rating Our Banco de Bogota target price of COP$72,000 per common share is based on a Dividend Discount Model (DDM) with the following assumptions: 18.0% sustainable ROE, 5% perpetuity growth rate, 10.5% cost of equity and a 65% long-term dividend payout. Our TP implies 4.8% upside from its current price, including a 3.5% dividend yield, a 2.1x 2014E P/BV (compared to the bank’s current 2013 2.2x P/BV) and a 12.1x 2015E P/E compared to the bank’s current 2014E 13.6x P/E. Table 6: Banco de Bogota – Dividend Discount Model Net Income (COP$bn) 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 1,146 1,326 1,400 1,554 1,835 1,988 2,156 2,340 2,523 2,701 2,869 3,050 15.7% 5.6% 11.0% 18.1% 8.3% 8.4% 8.6% 7.8% 7.0% 6.2% 6.3% 9,920 Growth EPS 3,994 Growth Dividend Payout Ratio 43.3% DPS 4,623 4,553 5,055 5,968 6,466 7,012 7,612 8,206 8,783 9,331 15.7% -1.5% 11.0% 18.1% 8.3% 8.4% 8.6% 7.8% 7.0% 6.2% 6.3% 43.9% 1,728 52.7% 2,028 52.2% 2,400 48.7% 2,640 50.0% 2,904 50.0% 50.0% 55.0% 60.0% 65.0% 65.0% - 3,233 3,506 3,806 4,513 5,270 6,065 116,455 17.4% 18.3% 10.0% 10.0% 11.3% 8.4% 8.6% 18.6% 16.8% 15.1% - - 1.11 1.22 1.35 1.49 1.65 1.82 2.01 2.22 2.22 2,389 2,378 2,396 2,351 2,310 2,479 2,620 2,729 52,391 Growth PV Factor PV - 12-month TP NPV per Share 19,653 Perpetuity value per Share 52,391 Target Value per Share 72,000 Source: Banco de Bogota; BTG Pactual 2022E Perpetuity - - 0 Grupo Aval and Banco de Bogota 05 May 2014 Grupo Aval SOTP Valuation We have also done an SOTP valuation, using current market prices for its four banks, book value for Porvenir (not listed) and the price of the acquisition for Horizonte. The result is an implied value of COP$1,123/share, 13.8% lower than Aval’s current market price. Table 7: Grupo Aval SOTP Valuation Stake % 66.5% 72.1% 93.7% 79.9% 20.0% 7.1% Bogota Occidente Popular Villas Porvenir Horizonte Total Investments Cash and Other Assets Total Assets Financial Debt Other Liabilities Equity # Shares (mn) Implied Price per share Price Difference Source: BTG Pactual Market Price 69,500 39,500 525 8,000 Value COP$mn 13,266,084 4,442,569 3,801,681 1,435,628 176,787 71,185 23,193,934 133,058 23,326,992 1,943,433 358,244 21,025,315 18,552 1,133 1,315 -13.8% 2012 15.0 11.8 10.7 10.4 4.1 11.3 P/E 2013E 14.2 14.4 10.3 9.7 4.6 24.5 2014E 12.8 12.5 8.9 8.4 3.7 16.9 2015E 10.9 9.8 7.0 6.6 3.1 13.8 Though this exercise has the advantage of identifying the value of each of the parts, we don’t believe it is the best valuation approach, because the low liquidity of some of the subsidiaries (Occidente is not liquid, while Banco Popular and Banco AV Villas rarely trade on the exchange) likely discounts the value of these banks individually (evidenced by the low P/E multiples) and, as such, does not allow investors to replicate Aval’s portfolio. Relative and Historical Valuation A regression of P/BV and ROE adjusted by country risk for LatAm banks (excluding Argentina) shows that both Aval and Banco de Bogota are fairly priced compared to regional peers. page 23 Grupo Aval and Banco de Bogota 05 May 2014 page 24 Chart 23: Regression P/BV ‘14 vs. ROE ‘14 – Country Risk 4.0x y = 9.8744x + 1.0023 R² = 0.8064 3.5x Compartamos 3.0x P/BV '14 Itau Banorte 2.0x Bradesco 1.5x 1.0x Banco de Chile Sant. Chile Banregio Credicorp 2.5x Bogota IFS BCII Aval Davivienda Sant. Mexico Bancolombia Itau CorpBanca Sant. Brasil Banco do Brasil 0.5x – (3.0%) 2.0% 7.0% ROE '14 - Country Risk 12.0% 17.0% Source: BTG Pactual. ItauCorpbanca assumes a proforma multiple of the combined entities. A look at Aval’s historical multiples shows that the stock has steadily de-rated in recent years and is currently trading at a four-year low and one standard deviation below its historical average both on P/E and P/BV bases. Chart 24: Grupo Aval’s Historical Forward P/E since 2010 Chart 25: Grupo Aval’s Historical P/BV since 2010 5.5 25.0 5.0 23.0 SD+2 4.5 21.0 SD+2 SD+1 4.0 19.0 17.0 SD+1 3.5 Average Average 3.0 15.0 13.0 SD -1 2.5 SD -1 11.0 SD - 2 2.0 SD - 2 Source: BTG Pactual and Bloomberg Apr-14 Oct-13 Jan-14 Jul-13 Apr-13 Jan-13 Jul-12 Oct-12 Apr-12 Oct-11 Jan-12 Jul-11 Apr-11 Source: BTG Pactual and Bloomberg Banco de Bogota’s P/E is higher than its historical average, and its P/BV is slightly below its historical average. Jan-11 Jul-10 Oct-10 Apr-10 Jan-10 Apr-14 Jan-14 Jul-13 Oct-13 Apr-13 Jan-13 Jul-12 Oct-12 Apr-12 Oct-11 Jan-12 Jul-11 Apr-11 Jan-11 Jul-10 Oct-10 Apr-10 1.5 Jan-10 9.0 Grupo Aval and Banco de Bogota 05 May 2014 Chart 26: Banco de Bogota’s Historical Forward P/E since 2010 Chart 27: Banco de Bogota’s Historical P/BV since 2010 Source: BTG Pactual and Bloomberg Source: BTG Pactual and Bloomberg page 25 Table 8: Banks Comparable Multiples Target Stock PriceMarket Cap 1-May-14 Rating Price Local (US$ mn) P/E 2013 2014E 2015E 2013 P/BV ROE (%) 2014E 2015E 2013 2014E 2015E Div Yield 2013 EPS growth (%) 2014E 2015E 2013 ADTV 2014E 2015E(USD mn) Mexico Banorte Buy 100 87.8 18,636 16.4x 15.4x 12.0x 2.3x 2.0x 1.8x 14.3% 13.9% 15.7% 0.7% 1.1% 1.6% 14.5% Inbursa Neutral 32 33.6 17,137 13.7x 16.9x 15.2x 2.7x 2.5x 2.3x 20.3% 15.6% 16.0% 5.5% 2.9% 3.1% 85.3% -18.5% 11.1% 9.19 Banregio Neutral 80 75.7 1,898 17.3x 15.2x 12.9x 3.1x 2.6x 2.2x 18.7% 18.7% 18.5% 1.8% 0.0% 1.3% 19.1% 13.8% 17.6% 2.81 Gentera Buy 29 23.9 2,975 17.1x 15.3x 13.0x 4.3x 3.5x 3.1x 25.8% 25.2% 25.1% 4.4% 0.6% 3.9% 16.8% 11.9% 17.8% 8.75 6.2% 28.2% 42.02 Colombia Bancolombia Neutral 28,350 27,240 12,794 15.3x 12.6x 10.7x 1.9x 1.6x 1.4x 12.6% 13.0% 14.1% 2.8% 2.9% 3.0% -9.2% 24.8% 10.9% 9.96 Banco Dav iv ienda Buy 30,100 27,800 5,330 15.2x 11.5x 10.0x 2.0x 1.8x 1.6x 14.3% 16.6% 16.9% 1.8% 2.2% 2.9% 25.0% 33.3% 15.1% 1.91 Buy 161.0 149.3 11,904 19.0x 13.4x 11.1x 2.8x 2.4x 2.1x 14.8% 19.3% 20.1% 1.7% 1.9% 2.3% -20.6% 41.8% 21.0% 47.39 Intercorp Financial Serv icesBuy 34.0 31.5 2,949 11.1x 10.7x 9.2x 2.7x 2.4x 2.1x 23.8% 23.8% 24.5% 5.1% 4.9% 5.1% -1.1% 3.9% 1.06 34.0 32.1 10,747 15.8x 12.6x 11.3x 2.6x 2.3x 2.2x 17.1% 19.5% 19.9% 4.2% 4.1% 5.2% -1.3% 25.7% 11.4% 5.35 6.7 6.4 3,900 15.0x 9.9x 8.8x 1.6x 1.4x 1.3x 11.5% 15.2% 15.7% 2.7% 3.4% 5.0% 5.3% 50.9% 13.2% 4.00 15.6x 13.4x 11.4x 2.6x 2.3x 2.0x 17.3% 18.1% 18.6% 3.1% 2.4% 3.4% 13.4% 19.4% 16.3% 68,700 10,304 15.1x 13.6x 11.5x 2.1x 2.0x 1.8x 16.4% 15.1% 16.4% 3.5% 3.8% 4.2% -1.5% 11.0% 18.1% Vs Latam (Ex-Brasil and Argentina) -3.3% 1.8% 0.8% -18.0% -12.5% -9.9% -5.5% -16.5% -12.0% 13.7% 60.1% 26.0% -111.3% -43.1% 11.2% Vs Bancolombia -1.6% 7.7% 7.2% 14.8% 24.4% 25.3% 30.1% 15.9% 16.2% 24.8% 33.4% 38.8% -83.6% -55.5% 65.7% Vs Davivienda -0.5% 18.6% 15.5% 4.8% 10.5% 14.6% 14.4% -9.2% -2.7% 89.3% 78.0% 48.0% -106.0% -66.9% 20.1% 15.2x 13.9x 11.2x 2.3x 16.4% 15.6% 17.9% 4.0% 4.3% Vs Latam (Ex-Brasil and Argentina) -2.3% 4.1% -1.9% -13.1% -7.5% -4.7% -5.2% -13.8% -4.1% 31.4% 80.2% 47.3% -63.8% -50.4% 48.3% Vs Bancolombia -0.6% 10.2% 4.4% 21.7% 31.4% 32.5% 30.5% 19.6% 26.8% 44.3% 50.1% 62.2% -152.7% -61.2% 121.0% Vs Davivienda 0.6% 21.3% 12.5% 11.1% 16.7% 21.2% 14.8% -6.3% 118.8% 100.3% 73.0% -80.6% -71.1% 60.2% Peru Credicorp 16.3% Chile Banco Santander Chile Neutral Corpbanca Buy Latam Banks (Ex-Brazil and Argentina) Banco de Bogota Grupo Av al Source: BTG Pactual Neutral Neutral 72,000 1,400 1,315 13,890 2.1x 1.9x 6.1% 4.9% 4.8% 9.6% 24.1% 0.90 1.92 Grupo Aval and Banco de Bogota 05 May 2014 page 26 Banco de Bogota Operational Trends and Earnings Outlook Banco de Bogotá is Grupo Aval’s most important asset, as it has led its growth strategy both domestically and internationally and has control of Corficolombiana, Porvenir and Fidubogota. In 2014, we expect Banco de Bogota’s results to benefit from industry tailwinds mainly in asset quality and margins, while the bank should seek to capture synergies from its recent acquisitions. Overall, we expect net income to expand 11.0%, but EPS to increase only 3.6% due to the capital increase completed in December 2013. Moreover, we expect ROE to decline from 16.4% in 2013 to 15.1% in 2014, also owing to the capital increase. Loan Growth and Mix In the last two years, Bogota’s loan book has expanded at a double-digit rate, thanks to healthy economic growth in Colombia, market share gains in Central America and more aggressive growth in consumer and mortgage loans. In 2013, Bogota also benefited from the 6.7% COP/USD depreciation, given its exposure to USD loans through BAC Credomatic. We expect Colombia (71% of the loans) to be the main driver of growth for Bogota, given the expected faster economic growth of this economy. However, BAC Credomatic can also continue to be an important contributor to growth. In 2012, BAC’s loan book grew 18.7% in US dollars, and we forecast ended 2013 with 15.5% growth. Chart 28: Bogota Consolidated Net Loans, COP$bn Chart 29: BAC Credomatic Net Loans, US$mn 0.8 9,000 0.7 8,000 0.6 7,000 0.5 6,000 0.4 5,000 0.3 4,000 0.2 15.2% 0.1 3,000 80,000 75,087 72.0% 70,000 65,182 60,000 56,583 50,000 44,212 40,000 32,518 30,000 20,000 38,936 28.0% 19.7% 19,009 13.6% 15.2% 18,911 -0.5% 10,000 0 0 -0.1 2008 2009 2010 2011 Net Loans 2012 2013 2014E 2015E 8,053 6,972 18.7% 5,873 4,521 15.5%15.0% 13.0% 10.0% 5.0% 2,000 0.0% 1,000 -2.3% - -5.0% 2007 2008 2009 2010 Net Loans Source: BAC Credomatic;; BTG Pactual Banco de Bogotá’s growth strategy in Colombia has been historically focused on the corporate segment, but after the BAC acquisition it has increased its focus on consumer loans, BAC’s main segment. BAC’s loan book is 54% consumer (28% in credit cards, 12% in autos and 14% in other consumer), while Bogota’s is only 25%, despite a 5pp increase in the last 2 years. Meanwhile, BAC has implemented the opposite strategy, taking advantage of Bogota’s expertise with corporate clients, and in the last 2 years it has increased the proportion of commercial loans from 32% to 37%. On a consolidated basis, commercial loans remain the most important segment, representing 62% of the loan portfolio. 20.0% 6.1% Y/Y% Source: Banco de Bogotá 5,198 5,013 4,898 10.9% 25.0% 2011 y/y% 2012 2013E Grupo Aval and Banco de Bogota 05 May 2014 Going forward, we expect to continue to see the same trends, with the bank putting greater emphasis on growth in consumer loans, mortgages, and financial leases. Currently, those three segments account for 24%, 8% and 5% of total loans, respectively. Bogota’s exposure to Central America is well diversified. Costa Rica and Panama have the greatest shares, with 9% each, and the remaining 17% is split between Guatemala, Honduras, El Salvador, and Nicaragua, with each from 3-7%. This diversification allows the bank to take advantage of various opportunities that arise from the commercial agreements involving Colombia, Central America and the rest of the world. Chart 30: Gross Loans by Country, 4Q13 El Salvador Nicaragua 3% 4% Honduras 4% Guatemala 7% Chart 31: Gross Loans by Segment, 4Q13 Other 0% Financial leases 4% Mortage 9% Costa Rica 9% Panamá 9% Microcredit 1% Consumer 24% Commercial 62% Colombia 64% Source: Banco de Bogotá Source: Banco de Bogotá Investments The bank’s investment portfolio is comprised mainly of fixed income securities and, to a lesser degree, equities, which is explained in great part by Corficolombiana’s portfolio. Altogether, it accounts for about 18% of the bank’s assets. The equities investments have increased substantially, from COP$2.1tn in 2010 to COP$3.6tn in 2013 due to Corficolombiana’s acquisition of a large stake in Promigas (Promigas accounts for about 1/3 of the value of the equities portfolio). The mix of the debt portfolio has played an important role in the bank’s results in recent quarters, due to the volatility of debt securities, mainly in mid-2013. Bogota’s policy has been to carry a larger mix of securities held-to-maturity and available-forsale, as oppose to trading, to limit the volatility of the P&L. The strategy led to relatively more stable results in 2013 versus its Colombian peers. page 27 Grupo Aval and Banco de Bogota 05 May 2014 Chart 32: Debt and Equity Investments, COP$bn page 28 Chart 33: Debt and Equity Investments as % of Assets 20,000 120.0% 18,000 100.0% 3,652 16,000 3,665 14,000 80.0% 12,000 8,000 40.0% 14,693 13,235 6,000 20.0% 9,381 9,379 4,000 25.8% 24.1% 25.6% 54.8% 56.6% 54.9% 56.2% 3.5% 15.8% 4.0% 13.6% 4.6% 16.4% 3.6% 14.6% 2010 2011 2012 2013 60.0% 2,771 2,101 10,000 25.9% 2,000 0.0% 0 2010 2011 2012 Total Debt Securities 2013 Total Equity Securities Source: Banco de Bogotá Total Debt Securities Total Equity Securities Loans and financial lease losses, net Other Asstes Source: Banco de Bogotá Funding In an environment of double-digit asset growth, like the one the Colombian banking system has experienced in the last few years, having a large base of deposits has been vital to maintaining competitive spreads. We think this is one of Bogota’s main advantages over its peers. The bank’s deposit growth has been mostly in line with that of loans, which has helped the bank to maintain a loan-to-deposits ratio consistently below 100%. Chart 34: Deposits, COP$bn Chart 35: Gross Loans / Deposits 90,000 85,054 55.8% 80,000 73,834 70,000 0.5 64,094 60,000 0.4 51,022 50,000 37,992 40,000 30,000 0.6 22,151 20,000 43,367 0.3 14.1% 17.7% 15.2% 10.1% 10,000 90.0% 88.8% 88.3% 92.3% 89.1% 90.8% 2012 2013 80.7% 80.0% 70.0% 60.0% 50.0% 25.6% 24,382 100.0% 0.2 15.2% 0.1 40.0% 30.0% 20.0% 0 0 2008 2009 2010 2011 Deposits 2012 2013 2014E 2015E Y/Y% Source: Banco de Bogotá; BTG Pactual 10.0% 0.0% 2008 Source: Banco de Bogotá; BTG Pactual In 3Q13, deposits represented 71% of Bogota’s funding, with time deposits at 39%, savings deposits at 35%, and checking accounts at 25%. The large proportion of savings and demand deposits is another of the bank’s key competitive advantages, and we think it will become more visible in an environment of rising rates, which we expect in 2H14 and 2015. Other sources of funding are made up of interbank deposits (7%), long-term bonds (4%) and banks and others (18%). 2009 2010 2011 Grupo Aval and Banco de Bogota 05 May 2014 Chart 36: Deposits Breakdown, 4Q13 Chart 37: Funding Mix, 4Q13 Other 1% Checking Accounts 26% page 29 Banks and Others 18% Savings Deposits 35% Long-Term Bonds 4% Interbank Borrowings 5% Deposits 73% Time Deposits 38% Source: Banco de Bogotá Source: Banco de Bogotá Net Interest Income and NIM In the last few years, Bogota, as well as its peers, has benefited from low interest rates and high global liquidity, prompting a strong loan expansion. Loan growth has been the main driver of NII, but until 2Q13, investment income also played an important role (investment spreads reached 6.2% in 1Q13). Investment income has been much more subdued in recent quarters (a trend seen throughout the industry), partly due to a more conservative position from the bank’s portfolio and more stable debt prices. 1Q13 was the last quarter with strong gains from debt securities, so 1Q14 will be the last quarter with difficult y/y comparable figures. Chart 38: Net Interest Income and NIM COP$bn Chart 39: NIM: Loan vs. Investment NIM 6,000 5,461 8.4% 5,000 4,689 7.4% 6.0%3,5106.1% 4,000 5.8% 2,317 9.0% 8.0% 8.0% 7.0% 7.0% 5.9%6.0% 5.0% 2,937 3,000 2,000 3,983 6.2% 9.0% 2,443 4.0% 3.0% 1,563 2.0% 1,000 0 2008 2009 2010 2011 Net interest income 2012 2,013 2014E Net interest margin Source: Banco de Bogotá, BTG Pactual 2015E 6.0% 5.0% 4.0% 8.2% 7.5% 7.3% 7.7% 7.5% 7.5% 7.6% 7.6% 7.4% 7.5% 7.1% 7.2% 7.4% 7.6% 6.9% 7.1% 6.5% 6.8% 6.4% 6.2% 6.1% 5.9% 6.0% 5.9% 5.6% 5.5% 5.0% 4.6% 3.1% 3.0% 2.3% 2.0% 1.0% 1.0% 0.0% 0.0% -1.0% -0.3% -0.6% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 NIM Loans Interest Margin Source: Banco de Bogotá, BTG Pactual Banks in Colombia are asset sensitive, so 200bps of rate cuts from the Central Bank by 1Q13 put pressure on margins in 2H13. However, despite the expected drop in loan yields, the bank has been more successful than the rest of the industry at defending its margins. This has been partly driven by i) Bogota having more debt securities categorized as available for sale and not as trading, thus reflecting some of the fixed income losses in shareholders’ equity rather than in the income statement, ii) a larger deposit base (lower LDR) to fund loan growth and iii) the Central American assets, which have contributed about one third of NII and have not experienced the same NIM pressure as Colombian operations. 2.3% 1.9% 2.1% 1.1% Net Investment Margin Grupo Aval and Banco de Bogota 05 May 2014 Chart 40: DTF page 30 Chart 41: Colombia Benchmark Interest Rate 6.00% 10 5.50% 8 5.00% 6 4.50% 4 3.50 2 0.72 4.00% 0 3.50% 0.36 -2 Apr-06 Apr-07 Apr-08 Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Apr-14 Jan-14 Jul-13 Oct-13 Apr-13 Jan-13 Jul-12 Oct-12 Apr-12 Jan-12 Jul-11 Oct-11 Apr-11 Jan-11 Jul-10 Oct-10 Apr-10 Jan-10 3.00% Source: Banrep Benchmark Rate Real Rate (Headline inflation) Real Rate (12 month exp) Source: DANE, BTG Pactual For 2014, we estimate that the NIM will contract 40bps to 5.8% due to the consolidation of the acquisitions in Central America and a lower investment margin (which was particularly large in 1Q13 and declined only marginally during the 2Q13 selloff) and then recover in 2015 due to the expectation of higher rates in Colombia. We see upside risk to these figures as the Colombian Central Bank started raising rates in April. Still, even in this scenario, we think that Bogota's loan interest margin is unlikely to expand until 2015 given the normal lag effect from interest rate cycles. Asset Quality Banco de Bogota has traditionally done an outstanding job of its risk management practices, which we consider one of the bank’s main strengths. As a result, the bank in many cases has been slow to enter the new lending segment aggressively, as with consumer loans and mortgages. As previously mentioned, the bank has started growing in these segments in the last couple of years, as it exploited BAC’s expertise in consumer lending and became more comfortable with mortgages. We think this cautious approach has paid off in helping the bank to maintain a relatively stable and healthy PDL, which adds earnings visibility. However, the change in mix towards riskier segments should generate higher levels of provisions and PDLs going forward. 2.20% 2.20% 124.60% 1.90% 125.00% 123.60% 123.30% 122.30% 1.80% 1.70% 2010 2011 2012 PDL Source: Banco de Bogotá 150,000 1Q13 2Q13 Allowance / PDL 3Q13 4Q13 120.00% 50,000 0 115.00% -50,000 110.00% -100,000 1.3% 1.8% 1.6% 1.5% 1.5% 218,384 189,706 204,224 165,488 168,679 200,000 100,000 127.90% 1.90% 135.00% 130.00% 132.20% 2.10% 2.10% 2.00% 140.00% 139,234 2.30% 2.30% 2.6% 105,659 2.30% 250,000 101,480 2.30% 300,000 21,528 140.90% 2.40% 145.00% 44,974 2.50% 2.50% 1.6% 3.0% 2.5% 2.0% 1.5% 1.0% 1.1% 1.0% 0.5% -38,567 2.60% Chart 43: Provisions and Cost of Credit, COP$mn 111,102 Chart 42: PDL and Coverage – Consolidated 0.5% 0.2% 0.0% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 Total provisions, net Source: Banco de Bogotá, BTG Pactual Cost of Credit (annualized) Grupo Aval and Banco de Bogota 05 May 2014 In 2012, provisions soared 270.4% y/y, which, albeit a deterioration, was a return to normalized levels from the extremely low provisions in 2011, when the bank benefited from a recovery of provisions from Corficolombiana’s investment securities (which were in turn thanks to a prudent COP$245bn in provisions in 2010 and a recovery of provisions for the investment in SIE). In 2013, provisions continued to climb due to a period of gradual asset quality deterioration that started in 3Q12. As we start 2014, we are seeing PDLs improve industry-wide. However, faster growth in riskier segments may not make this trend as visible in Bogota, as already seen in 4Q13. We forecast that the cost of credit will be ~1.4% in 2014, lower than the 1.6% for 2013, though we think that both PDLs and credit costs should gradually increase going forward as the bank’s loan mix continues to move deeper into riskier segments like consumer lending. Fee Income Banco de Bogota’s fee income mainly reflects income generated by banking services and credit cards, but a relevant portion also comes from Porvenir (pension fund) and, to a lesser extent, Fidubogota (fiduciary activities). In recent quarters, fee income growth has been driven mainly by credit card merchant fees, as the company has narrowed its focus on consumer loans, fiduciary activities and pension plan management fees after the consolidation of Horizonte in 2Q13. Overall, fee income has been gradually increasing as a percentage of operating income since 2009, a trend we expect to continue in 2014, though this year the effect will be due more to a drop in other income (Bogota booked a higher-than-normal dividend in 2013) than to recurring double-digit fee income growth. Fee income expanded 17.2% in 2013 (boosted by the consolidation of Horizonte), but we think it will slow down to what we think is a more sustainable organic pace of ~8.% in 2014 and 2015, respectively. Chart 44: Fees and Other Services Income, COP$bn 3,000 34.6% 34.4% Chart 45: Fees and Other Services Income Breakdown, 2013 34.5% 33.9% 2,500 33.1% 32.4% 2,000 1,757 2,434 33.1% 1,076 34.0% 33.0% 1,884 Warehouse services 5% Fiduciary activities 6% Branch network services 1% Credit card merchant fees 32% 32.0% 30.4% 1,500 1,000 2,629 2,249 Other Checking fees 1% 4% 35.0% 1,155 31.0% 908 30.0% 500 29.0% 0 Commissions from banking services 23% 28.0% 2008 2009 2010 2011 2012 Total fees and other services income, net Source: Banco de Bogotá; BTG Pactual 2013 2014E Pension plan management 28% 2015E % of Total Operating Income Source: Banco de Bogotá Other Operating Income Other operating income has been a volatile but important source of income for Bogota in recent years and one of the main differentiating factors versus its local peers. Bogota’s other operating income as a percentage of operating revenues (NII + page 31 Grupo Aval and Banco de Bogota 05 May 2014 page 32 fee income + other operating income) has averaged over 13% in the last 4 years compared to 11% for Bancolombia and just 2.2% for Davivienda. The bank’s other operating income primarily includes 1) results of FX transactions and derivatives, 2) dividend income from some of Corficolombiana’s non-controlling investments, and 3) income from Corficolombiana’s controlling investments that are not in the financial sector. Dividend Income 29% 164,039 212,249 162,414 236,979 298,584 189,757 177,830 137,588 182,516 2Q12 152,427 150,000 132,714 200,000 182,861 300,000 178,393 350,000 1Q12 289,873 400,000 Gains on sales Other equity securities 2% 1% 184,956 450,000 250,000 Chart 47: Other Operating Income Breakdown, 2013 391,910 Chart 46: Other Operating Income, COP$mn Income from nonfinancial sector 42% 100,000 50,000 4EQ14E 3Q14E 2Q14E 1Q14E 4Q13 3Q13 2Q13 1Q13 4Q12 3Q12 4Q11 3Q11 2Q11 1Q11 0 Source: Banco de Bogotá; BTG Pactual FX and Derivatives 26% Source: Banco de Bogotá 2013 results were particularly boosted by other operating income. In 1Q13, of the dividend income reported that quarter (COP$184bn), we estimate that only ~COP$100bn was recurring. Though no disclosure was provided, we believe these dividends came from Promigas (a Corficolombiana investment), which also contributed to the good 3Q13 results, since the company changed its dividend payments policy from an annual to a semiannual basis. There were also strong results from FX and derivatives in 1H13 (COP$89bn in 1Q13 and COP$75bn in 2Q13). Overall, other operating income could have been higher, but we believe the sale of a 4% stake in Occidente by Corficolombiana was included in income from investments. Chart 48: Total Other Operating Income, COP$bn 1,200 17.1% 16.3% 16.1% 1,048 14.3% 13.9% 1,000 12.2% 800 758 600 492 Chart 49: Total Operating Income Growth y/y 11.0% 776 676 816 10.3% 18.0% 60.0% 16.0% 50.0% 14.0% 40.0% 12.0% 10.0% 582 451 400 200 0 2009 2010 2011 Total other operating income Source: Banco de Bogotá; BTG Pactual 2012 2013 2014E 2015E % of Total Operating Income 20.0% 10.0% 8.0% 0.0% 6.0% -10.0% 4.0% -20.0% 2.0% -30.0% 0.0% 2008 30.0% 2009 2010 2011 2012 2013 2014E -40.0% Net interest income after provisions Total fees and other services income, net Total other operating income Total operating income Source: Banco de Bogotá; BTG Pactual Grupo Aval and Banco de Bogota 05 May 2014 page 33 For 2014, we are modeling a more conservative result, as we expect softer results due to FX and derivatives and assume a normalized income from dividends at Corficolombiana. Efficiency Though volatile from quarter to quarter, Bogota’s efficiency ratio has been very stable in the last 3 years, an important achievement given the margin pressure experienced by the banking system in recent quarters. This performance has been the result of a combination of controlled expense growth, an inorganic expansion strategy, and the ability of the bank to defend its NIM and good results from other operating income. The bank’s efficiency ratio deteriorated noticeably after the BAC acquisition in late 2010. We expect the bank to keep up its great efforts in the next couple of years to keep operating expenses under control while continuing to capture synergies in Central America as it tries to return to its previous level of efficiency. We see the efficiency ratio improving to 49.1% in 2015 from 49.6% in 2012, but we see downside risk to the ratio if our expectations of higher interest rates starting in 2H14 materialize. Chart 50: Operating Expenses, COP$bn Chart 51: Efficiency Ratio, Quarterly 5,000 50.9% 4,500 4,000 3,500 49.6% 50.3% 4,196 4,615 49.1% 2,968 3,199 40.0% 2,500 2,000 60.0% 50.0% 3,782 40.1% 3,000 49.0% 30.0% 60.00% 56.00% 20.0% 1,500 1,000 10.0% 500 54.1% 50.7% 52.00% 48.6% 48.00% 53.7% 53.1% 54.00% 50.00% 1,758 57.3% 58.00% 49.9% 49.3% 48.1% 48.1% 46.5% 46.00% 44.00% 0 0.0% 2010 2011 2012 Total operating expenses Source: Banco de Bogotá; BTG Pactual 2013 2014E Efficiency ratio 2015E 42.00% 40.6% 40.00% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 Source: Banco de Bogotá Profitability In 2013, Bogota’s net income was COP$1.40tn (+5.6% y/y), implying an ROE of 16.4%, 169bps lower than the 18.1% in 2012. However, the ROE contraction was less pronounced than for peers because of 1) lower investment portfolio losses in 2Q13, 2) a more resilient loan NIM, 3) strong growth of other operating income (+55.0% y/y), which benefitted from extraordinary dividends from Promigas on the capitalization of the reappraisal of equity and the sale of one company, and 4) strong results from Corficolombiana. For 2014 and 2015, we expect 11.0% and 18.1% earnings growth, respectively. However, for 2014 we expect the ROE to contract ~130bps to 15.1% due to the capital increase completed in 4Q13 and softer other operating income, as dividends from Promigas return to normal levels. In 2015, we expect ROE to start climbing again (we expect 16.4%), as the bank deploys the recently raised capital, margins expand due to higher interest rates and synergies from Central America, and the new acquisitions continue to accrue. Grupo Aval and Banco de Bogota 05 May 2014 15.2% 12.1% 22.7% 14.0% 13.7% 15.8% 322,401 322,241 23.9% 21.6% 281,739 409,531 402,632 369,914 16.7% 200,000 22.3% 251,735 20.6% 262,150 300,000 195,375 400,000 262,905 317,519 500,000 Chart 53: Income Attributable to Minority Interest, COP$mn 473,641 Chart 52: Net Income COP$mn 14.2% 100,000 0 35.0% 350,000 30.0% 300,000 47.3% 25.0% 250,000 20.0% 200,000 15.0% 150,000 10.0% 100,000 5.0% 50,000 0.0% Net Income 40.0% 39.9% 34.6% 31.5% 30.7% 23.7% 9.4% 34.2% 30.0% 20.5% 23.1% 12.1% Income attributable to Minority Interest Source: Banco de Bogotá Impact from Recent Transactions In 2013, Bogota completed two acquisitions, Banco Reformador in Guatemala and BBVA Panama. These acquisitions targeted increasing scale in the two Central American countries where the group had a relatively weak position. Altogether, these acquisitions add approximately 8% of assets and loans to Bogota. Table 9: 2013 Central America Acquisitions – Acquired 100% by Banco de Bogota 1Q13 (US$mn) Impact Bogota G. Reformador BBVA Panama G. Reformador BBVA Panama Assets 43,771 1,542 1,935 3.5% 4.4% Loans 27,980 907 1,485 3.2% 5.3% Deposits 27,310 1,165 1,576 4.3% 5.8% Liabilities 37,811 1,386 1,767 3.7% 4.7% Minority Interest 1,582 0 0 0.0% 0.0% Equity 4,378 156 167 3.6% 3.8% Net Income 2012 724 18 36 2.5% 4.9% Market Cap - Transactions 10,289 411 490 4.0% 4.8% P/E 2012 15.0x 22.6x 13.8x P/BV 2012 2.5x 2.6x 2.9x Source: Company reports and BTG Pactual We expect these transactions to be earnings accretive starting in 2015 and to have a negative impact on ROE in 2014 due to 1) the multiples paid (slightly above Bogota’s), 2) the recognition of goodwill amortization and 3) Bogota’s capital 20.0% 10.0% 3.1% 0.0% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 ROE Source: Banco de Bogotá 50.0% 0 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 increase. page 34 % Net Income befor MI Grupo Aval and Banco de Bogota 05 May 2014 page 35 Banco de Bogota Earnings Summary Table 10: Banco de Bogota Earnings Summary, 2010-2015E, COP$bn Total Interest Income Total Interest expense Net Interest Income Total provisions, net Net interest income after provisions Fees and other services income, net Other operating income Total operating income Operating expenses Net operating income Non-operating income/(expense), net Income before income tax and Minority Interest Income tax expense Net Income before Minority interest Income attributable to Minority Interest Net Income EPS ROE Efficiency Source: Company reports and BTG Pactual 2010 3,346 902 2,443 611 1,833 1,155 582 3,570 1,758 1,812 96 1,908 -510 1,398 483 915 3,841 24.9% 40.1% 2011 4,396 1,459 2,937 139 2,798 1,757 758 5,312 2,968 2,345 68 2,413 -737 1,676 530 1,146 3,994 17.7% 50.9% 2012 5,698 2,189 3,510 515 2,995 1,884 676 5,555 3,199 2,356 315 2,671 -919 1,752 426 1,326 4,623 18.1% 49.6% 2013 6,226 2,242 3,983 778 3,189 2,249 1,048 6,502 3,782 2,720 171 2,891 -945 1,947 546 1,400 4,881 16.4% 49.0% 2014E 7,272 2,583 4,689 840 3,849 2,434 776 7,059 4,196 2,863 84 2,947 -973 1,975 421 1,554 5,055 15.1% 50.3% 2015E 9,040 3,580 5,461 954 4,507 2,629 816 7,951 4,615 3,336 88 3,424 -1,130 2,294 459 1,835 5,968 16.4% 49.1% 2011 31.4% 61.8% 20.2% -77.2% 52.6% 52.1% 30.1% 48.8% 68.8% 29.4% -28.6% 26.4% 44.5% 19.8% 9.7% 25.2% 4.0% -718 1,074 2012 29.6% 50.0% 19.5% 270.4% 7.0% 7.2% -10.8% 4.6% 7.8% 0.5% 359.8% 10.7% 24.7% 4.5% -19.7% 15.7% 15.7% 34 -133 YoY% 2013 2014E 9.3% 16.8% 2.4% 15.2% 13.5% 17.7% 51.0% 7.9% 6.5% 20.7% 19.4% 8.2% 55.0% -26.0% 17.1% 8.6% 18.2% 10.9% 15.5% 5.3% -45.6% -50.9% 8.3% 1.9% 2.8% 2.9% 11.1% 1.4% 28.4% -23.1% 5.6% 11.0% 5.6% 3.6% -169 -130 -58 128 2015E 24.3% 38.6% 16.5% 13.6% 17.1% 8.0% 5.2% 12.6% 10.0% 16.5% 5.0% 16.2% 16.2% 16.2% 9.2% 18.1% 18.1% 131 -119 Grupo Aval and Banco de Bogota 05 May 2014 page 36 Banco de Bogota: Understanding sources of income and consolidation Aside from the results of its banking business, Banco de Bogota derives a significant portion of its net income from the consolidation of Corficolombiana, Porvenir and Leasing Bogota Panama. Altogether, these 3 assets explain about 66% of the bank’s income before minority interest. This contribution is diluted to ~54% at the majority net income level due to the large minority income generated by Corficolombiana and Porvenir, which are consolidated but 37.7% and 46.9% owned by Bogota, respectively. We find three areas of particular relevance for operating performance. Table 11: Banco de Bogota, Corficolombiana, Porvenir and Leasing Bogota 2013 Income Statement; COP$bn 2013 Income Statement Bogota Corficol % of Total Porvenir % of Total LB Panama % of Total Total interest income 6,226 470 7.5% 24 0.4% 1,984 31.9% Total interest expense -2,242 -307 13.7% -14 0.6% -606 27.0% 34.6% Net interest income 3,983 163 4.1% 10 0.3% 1,377 Total (provisions) reversals, net -774 -1 0.1% -5 0.6% -244 31.6% Total fees and other services income, net 2,254 42 1.9% 611 27.1% 751 33.3% Total other operating income 1,037 783 75.5% 40 3.8% 114 11.0% Total operating income 6,500 987 15.2% 656 10.1% 1,998 30.7% Total operating expenses -3,780 -157 4.1% -367 9.7% -1,360 36.0% Net operating income 2,720 830 30.5% 289 10.6% 637 23.4% Total non-operating income (expense), net 171 8 4.7% 24 13.9% 8 4.6% Income before income tax expense and minority interest 2,891 838 29.0% 313 10.8% 645 22.3% Income tax expense -945 -205 21.7% -105 11.1% -164 17.4% Income before and minority interest 1,947 633 32.5% 208 10.7% 481 24.7% minority interest on subsidiaries -100 -94 93.3% -7 6.6% 0 0.1% Income before minority interest 1,846 539 29.2% 202 10.9% 481 26.0% minority interest -446 -336 75.2% -130 29.2% 0 0.0% Net income attributable to shareholders 1,400 203 14.5% 71 5.1% 481 34.3% Source: Grupo Aval 20-F report Chart 54: Banco de Bogota’s Income Before Minority Interest Chart 55: Banco de Bogota’s Majority Net Income Corficol 15% Corficol 29% Bogota Colombia and Other 34% Porvenir 5% Bogota Colombia and Other 46% Porvenir 11% LB Panama 34% LB Panama 26% Source: Grupo Aval 20-F report, BTG Pactual Calculations Source: Grupo Aval 20F report, BTG Pactual Calculations Grupo Aval and Banco de Bogota 05 May 2014 1. Corficolombiana is Bogota’s main driver of other operating income (75.5% of the total in 2013), as it accounts for 100% of the income from its nonfinancial assets and around 98% of their dividends. 2. Porvenir is an important contributor to fee income, and has become even more relevant after the consolidation of Horizonte pension fund. Given the high profitability of this business (ROE of ~20%), it also adds disproportionately to income tax expenses. 3. Leasing Bogota Panama is a relevant contributor to NII and fee income, derived from its strong consumer franchise. It also contributes significantly to operating expenses, which was reflected in the deterioration of Bogota’s efficiency ratio after completing this acquisition in 2010. Bogota owns 100% of LB Panama, so this subsidiary does not contribute minority interest and thus also has a relevant effect on the bottom line, contributing about one third of Bogota’s majority net income. Table 12: Banco de Bogota Net Income Analysis, COP$bn 2010 Net income to Bogota: Banco de Bogota Corficolombiana Porvenir Fidubogota Almaviva LB Panama Colombia Operations 2011 2012 2013 Chg 915 213 55 41 9 53 544 1,146 229 55 46 12 331 473 1,326 115 75 55 15 426 639 1,400 203 71 50 27 481 568 2011 2012 y/y % Chg y/y % Chg 231 25.2% 180 15.7% 16 7.7% -115 -50.0% -1 -1.2% 21 38.5% 5 12.9% 9 20.3% 3 31.4% 3 23.1% 278 524.7% 95 28.8% -71 -13.1% 166 35.2% 2013 y/y % 74 5.6% 89 77.1% -4 -5.8% -6 -10.2% 12 79.4% 55 12.8% -71 -11.1% Source: Banco de Bogota; BTG Pactual Looking at the historical ROE contribution by subsidiary, the main drivers of the sharp drop in profitability in 2011 were declining profitability at the Colombian assets and the consolidation of BAC Credomatic in December 2010, as Bogota issued capital (US$1.1bn) to fund the purchase (at 2.3x P/BV), which generated a lower ROE on the new capital in 2011 (we estimate a return of 14.5%, assuming that the COP$333bn of earnings at LB Panama were generated with the COP$2.29tn raised in 2010 to fund the acquisition). Table 13: Banco de Bogota ROE Analysis, COP$bn 2010 2011 2012 2013 Net income ROE Net income ROE Net income ROE Net income to ROE to Bogota Contribution to Bogota Contribution to Bogota Contribution Bogota Contribution Banco de Bogota 915 24.9% 1,146 17.7% 1,326 18.1% 1,400 16.4% Corficolombiana 213 5.8% 229 3.5% 115 1.6% 203 2.4% Porvenir 55 1.5% 55 0.8% 75 1.0% 71 0.8% Fidubogota 41 1.1% 46 0.7% 55 0.8% 50 0.6% Almaviva 9 0.3% 12 0.2% 15 0.2% 27 0.3% LB Panama 53 1.4% 331 5.1% 426 5.8% 481 5.6% Colombia Operations 544 14.8% 473 7.3% 639 8.7% 568 6.6% Equity Average 3,674 6,467 7,345 8,558 Source: Banco de Bogota; BTG Pactual The strong growth of net income in Central America in the last two years (BAC posted an ROE of 26.7% in 2013) has made this operation a more relevant contributor to consolidated ROE. However, LB Panama, which consolidates BAC, has an ROE below the average of the group, since it consolidates the capital used for page 37 Grupo Aval and Banco de Bogota 05 May 2014 the BAC acquisition as well as other assets in Central America. The volatility of earnings and profitability at Corficolombiana has also played an important role in the movement of the consolidated ROE of Bogota. Chart 56: Banco de Bogota’s Subsidiaries – ROE 2013 30.0% 28.3% 25.0% 20.0% 20.0% 15.0% 18.0% 17.0% 14.4% 12.3% 10.0% 5.0% 0.0% Corficol Porvenir Fidubogota Almaviva LB Panama* Bogota Consolidated* Source: Company Reports, BTG Pactual Estimates.*Excluding the effects of the recent capitalization page 38 Grupo Aval and Banco de Bogota 05 May 2014 Banco de Bogota’s Recent Acquisitions Grupo Financiero Reformador and BBVA Panama Bogota made 2 international acquisitions in 2013: Grupo Financiero Reformador in Guatemala and BBVA Panama in Panama. Bogota announced the purchase of 100% of Grupo Financiero Reformador in Guatemala in June 2013. The agreement was executed by Credomatic International Corporation (CIC), a subsidiary of Banco de Bogotá and part of BAC Credomatic’s operations in Central America. Grupo Reformador has total assets of US$1.6bn and total equity of approximately US$150mn. The purchase price for the acquisition was US$411mn, which implies a P/BV multiple of 2.6x (BV of US$156mn as of March 2013) and a 2012 P/E of 22.6x. Following the closing of the transaction, BAC´s presence in Guatemala will grow to total assets of US$2.8bn, total equity of US$365mn and net income of US$94mn, making BAC the third most relevant private financial group in that market. The acquisition will be paid with CIC’s available funds. The transaction looks expensive at first glance, but expected synergies are substantial. Bogota believes it could more than double the net income of the new consolidated operation in Guatemala by 2015 from a pro forma 2012 net income of US$95mn to US$202mn. The rationale behind the transaction includes: 1) Guatemala being the largest Central American market by GDP and population and one of the most underpenetrated (loans are 23% of GDP), 2) BAC having a low market share in Guatemala (less than 5%), which will increase to 10% in assets and 15% in profits to make the bank the 3 rd largest financial group in the country, 3) Reformador’s portfolio, concentrated in the top tier corporate segment, being complementary to BAC’s, which is focused on retail, 4) Reformador’s broad and very well distributed network of more than 100 branches and close to 100 ATMs, and 5) identified synergies from lower funding costs and reduction of expenses. Table 14: BAC Guatemala + Grupo Financiero Reformador Proforma, US$mn Loans Assets Deposits Net Income ROAA ROAE Growth: Loans Assets Deposits Net Income Source: Grupo Aval Proforma Consolidated 2012 2013E 2014E 2015E 1,671 1,972 2,267 2,562 2,781 3,282 3,774 4,265 1,960 2,313 2,660 3,006 95 112 152 202 3.7% 3.7% 4.3% 5.0% 27.40% 27.9% 32.6% 37.9% 18.0% 18.0% 18.0% 17.9% 15.0% 15.0% 15.0% 35.7% 13.0% 13.0% 13.0% 32.9% page 39 Grupo Aval and Banco de Bogota 05 May 2014 The second announcement came on July 19, when the bank disclosed the agreement to purchase BBVA Panama for US$490mn (net of a possible distribution of an extraordinary dividend of up to US$140mn). The payment of the extraordinary dividend is supported by the bank’s high capital adequacy ratio (22.3% in 2012). Leasing Bogotá Panama, a subsidiary of Banco de Bogotá, is the acquiring entity. As of December, BBVA Panama has total assets of US$1.9bn and total shareholders’ equity of US$197mn. Reported net income for 2012 and 2013 was US$36mn and US$29mn, respectively. The transaction implies a 2012 P/E of 13.6x and a P/BV (May 2013) of 2.7x. We estimate that ROE after the dividend distribution will be around 19-20%. According to management, there are no specific cost synergies from this transaction, as the bank is one of the most efficient in Panama. However, once the deal is approved, Bogota will merge BBVA Panama and BAC International Bank, and their combined operations will have assets of US$12.8bn, shareholders’ equity of US$1.5bn and annual net income of US$301mn, making it the second-largest financial group (by assets) with a local banking license in Panama. Both acquisitions totaled around US$900mn and were partly funded by Bogota’s equity offering completed on December 2013, when the company raised COP$1.3tn (US$650mn) at COP$63,000/common share. Grupo Aval subscribed to the offering and also completed a COP$2.4tn (US$1.2bn) equity offering of common shares in the Colombian market in January 2014 at a price of COP$1,300/share. BBVA Horizonte In December 2012, Grupo Aval announced that Porvenir signed an agreement to acquire BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías S.A. (Horizonte) for US$530mn. The transaction closed on May 18, 2013, at an adjusted price of US$541mn. According to Aval, Porvenir acquired 64.3% of the company for US$348mn, paying US$164mn with internal resources and US$184mn with debt contracted with the holding company. Banco de Bogotá, Banco de Occidente and Grupo Aval purchased the remaining 16.8%, 11.1%, and 7.1% respectively. These percentages were based on the stake that each company has in Porvenir to guarantee that the transaction would be neutral for all its shareholders, as each entity has different minorities. Based on 2012 earnings, Aval paid a P/E of 11.2x. However, 2012 net income was positively affected by strong income from investments that are not likely to be recurring. Adjusting for non-recurring items, we estimate Aval paid 16.5x 2012 P/E. We believe Horizonte is an important strategic fit for Aval, as it is expanding its presence in a profitable and growing business and again becoming the largest pension fund in Colombia (US$41bn in AUM), a position they lost after the merger of Proteccion and ING in 2012. While not disclosed by the company, synergies should be substantial on the cost side. Porvenir and Horizonte merged on January 1, 2014. page 40 Grupo Aval and Banco de Bogota 05 May 2014 page 41 Grupo Aval Operational Trends and Earnings Outlook Many of Grupo Aval’s operating trends follow those of Banco de Bogota, which generates about 70% of the group’s consolidated operating income, a figure that is likely to increase in 2014 given that all of the group’s recent acquisitions were done through Banco de Bogota. However, we note that due to Aval’s lower stake in Bogota (66.5% versus 72.2%, 93.7% and 79.9% for Occidente, Popular and AV Villas, respectively), the contribution to majority net income drops to around 58%, according to our estimates. The following table includes the consolidated figures of the 4 banks in the holding company, which shows the relative importance of each bank in the group’s financial results. The intercompany eliminations in this consolidation are caused by related transactions, such as interest expenses paid to the holding company, some fees charged among the entities for services, and intercompany dividends. Table 15: Grupo Aval and Subsidiaries 2013 Income Statement, COP$bn 2013 Bogota % Occidente % Popular % AV Villas % Eliminations % Grupo Aval Total interest income 6,226 57.7% 2,051 19.0% 1,565 14.5% 947 8.8% -4 0.0% 10,783 Total interest expense -2,242 59.0% -723 19.0% -459 12.1% -223 5.9% -156 4.1% -3,802 Net interest income 3,983 57.1% 1,328 19.0% 1,106 15.8% 724 10.4% -160 -2.3% 6,981 Total (provisions) reversals, net -774 59.8% -321 24.8% -66 5.1% -133 10.3% 0 0.0% -1,294 Total fees and other services income, net 2,254 80.1% 255 9.0% 148 5.2% 166 5.9% -8 -0.3% 2,814 Total other operating income 1,037 78.7% 321 24.4% 44 3.3% 6 0.5% -90 -6.8% 1,317 Total operating income 6,500 66.2% 1,583 16.1% 1,232 12.5% 762 7.8% -258 -2.6% 9,819 Total operating expenses -3,780 62.7% -1,010 16.8% -716 11.9% -483 8.0% -39 0.7% -6,028 Net operating income 2,720 71.8% 573 15.1% 516 13.6% 279 7.4% -298 -7.8% 3,790 Total non-operating income (expense), net 171 72.5% 12 5.2% 93 39.6% 3 1.4% -44 -18.6% 236 Income before income tax and non-controlling interest 2,891 71.8% 585 14.5% 609 15.1% 283 7.0% -341 -8.5% 4,027 Income tax expense -945 66.8% -156 11.0% -211 14.9% -96 6.8% -7 0.5% -1,415 Income before non-controlling interest 1,947 74.5% 429 16.4% 399 15.3% 186 7.1% -349 -13.4% 2,612 Source: Grupo Aval 20-F report Loan Growth and Mix In the last five years Aval’s loan book has been dynamic, expanding at a CAGR of 15.4%, driven by strong growth in Colombia and the incorporation of BAC in 2010 (BAC’s loan book was the fastest growing at Aval in 2013). Due to its large market share in Colombia (~28% of gross loans) and the diversification of exposure to 4 banks, loans usually grow in line with the Colombian system. However, in the last few years, loan growth at Aval has slightly lagged that of the industry, as Aval’s exposure to mortgages (6% of its loan book as of 3Q13) is less than the industry’s 9% at a time when mortgages have been the fastest-growing segment (up 28% in 2013 vs. 14% for total industry loans). The latter has also been true of Aval’s loan book, as Aval’s mortgage portfolio in Colombia grew 65% y/y as of 3Q13. We expect this trend to continue in 2014. Grupo Aval and Banco de Bogota 05 May 2014 Chart 57: Gross Loans, COP$bn Chart 58: Grupo Aval and Peers Loan Book Portfolio Breakdown 2012 120,000.00 39.9% 100,000.00 80,000.00 40,000.00 96,514 33,902 40,144 120% 0.4 100% 0.3 69,948 0.25 58,624 18.4% 0.45 0.35 80,029 60,000.00 page 42 20.6%0.2 19.3% 41,897 14.4% 0.15 0.1 20,000.00 80% 8% 5% 1% 3% 21% 53% 24% 60% 40% 0% 24% 63% 20% 56% 43% 14% 0% 5% 8% 9% 12% 19% 0% 29% 18% 30% 57% 61% 48% 38% 51% 0% 0.05 4.4% 0.00 0 2007 2008 2009 2010 Gross Loans 2011 2012 2013 y/y% Source: Grupo Aval Commercial Source: Grupo Aval Aval’s banks target different markets. Banco de Bogota has a concentrated portfolio in commercial loans, though after the BAC acquisition it has moved more aggressively into consumer, mortgages, and financial leases. Occidente has the strongest operation of financial leases of the group, but it also has an important contribution from consumer and commercial loans. Popular and AV Villas have an important participation in consumer loans, with 53% and 48% of its loan book coming from this segment, respectively. AV Villas has the greatest exposure to mortgages (14% of its loan book). Microcredit is still in the early stages, adding up to only 0.4% of gross loans. For 2014, we expect Aval’s consolidated loan book to expand 15.2%, with similar trends to 2013 – faster growth at Bogota (in part driven by Central America) and AV Villas due to its exposure to mortgage loans. In 2013, loan growth was Bogota 28.1% (~17% excluding acquisitions), Occidente 15.6%, Popular 2.9%, AV Villas 12.5%. Asset quality Like Bogota, Aval’s asset quality is outstanding. Aval’s PDL ratio has consistently outperformed the Colombian banking system (excluding the four banks of Aval). Despite the good performance in historical terms, a change in mix towards riskier consumer loans is driving an increase in PDLs, a trend we are likely to continue to see in 2014, particularly at Bogota. The PDL ratio in 2013 ended at 2.4%, 10bps higher than in 2012, and we expect it will remain stable in 2014. Consumer Financial leasing Mortgages Microcredit Grupo Aval and Banco de Bogota 05 May 2014 Chart 59: PDL Aval vs. Colombia’s Banking System page 43 Chart 60: Grupo Aval PDL – Commercial and Consumer 6.00% 6.00% 5.4% 5.00% 4.00% 5.00% 4.8% 4.7% 4.0% 3.5% 3.00% 3.5% 3.4% 2.9% 3.1% 2.6% 2.1% 2.00% 3.5% 3.6% 2.3% 2.4% 4.00% 4.9% 4.3% 4.2% 4.0% 3.8% 3.4% 3.00% 2.6% 2.00% 1.00% 2.1% 1.8% 1.7% 1.3% 1.00% 1.3% 1.3% 0.00% 2007 2008 2009 2010 2011 2012 2013 0.00% 2007 Asset Quality (PDL +30days) Grupo Aval 2008 Source: Grupo Aval 2009 2010 Commercial Asset Quality (PDL +30days) Colombian banking system excluding Grupo Aval banks 2011 2012 2014 Consumer Source: Grupo Aval Funding As with Bogota, Grupo Aval has diversified sources of funding, highlighted by its strong base of deposits, 74% of the total funding mix. When compared with Bogota’s funding, there’s a slight difference in the weight of bonds (8% vs. 4%) due to the holding company’s international issues from 2012, while credit with banks and other entities has a heavier weight in Bogota (14% vs. 18%). Chart 61: Grupo Aval Funding Mix, 4Q13 Chart 62: Grupo Aval Deposits Breakdown, 4Q13 Banks and Others 14% Checking Accounts 25% Long-Term Bonds 8% Savings Deposits 42% Interbank Borrowings 4% Deposits 74% Source: Grupo Aval Other 1% Time Deposits 32% Source: Grupo Aval The strong base of deposits is reflected in its ratio of gross loans to deposits (below 100%), a competitive advantage relative to its Colombian peers. The resulting lower cost of funding should continue to play an important role in sustaining Aval’s relatively stronger profitability going forward, though given the greater emphasis on mortgages in its portfolio mix, Aval should increasingly require longer-term wholesale funding. Grupo Aval and Banco de Bogota 05 May 2014 Chart 63: Gross Loans / Deposits Chart 64: Cost of Funding 10.00% 120.0% 100.0% page 44 98.5% 91.0% 89.1% 98.2% 92.1% 9.00% 95.4% 9.0% 9.3% 8.00% 84.9% 7.3% 7.00% 80.0% 6.2% 6.00% 5.00% 60.0% 5.0% 4.7% 4.00% 4.4% 4.4% 3.5% 3.00% 40.0% 5.3% 4.4% 2.7% 2.7% 2.9% 2.00% 1.00% 20.0% 0.00% 2007 0.0% 2007 2008 2009 2010 2011 2012 2013 Source: Grupo Aval Capital In August 2013, the local banking regulator implemented new rules following Basel 3 guidelines. The most relevant change from this regulation was the elimination of goodwill from the calculation of regulatory capital, particularly due to the acquisitions that Colombian banks had done in Central America in recent years. 3Q13 was the first quarter that banks reported with the new regulation, and many showed sharp drops in the capital adequacy ratio. This change prompted Bogota and Aval to raise capital in 4Q13. Bancolombia also raised equity at the beginning of 2014. Table 16: Capital Adequacy, 4Q13 18.0% 14.0% 14.0% 12.0% 4.8% 14.9% 12.9% 10.8% 11.2% 3.8% 3.7% 7.0% 7.5% 10.0% 8.0% 5.4% 3.8% 6.0% 4.0% 9.2% 9.1% 9.5% Occidente Popular 12.1% 1.4% 10.7% 2.0% 0.0% Bancolombia* Davivienda Bogota 2009 Other funding Source: Grupo Aval 16.0% 2008 AV Villas Source: Companies. *Bancolombia pro-forma with capital increase Banco de Bogota is the only one of Aval’s banks to need to raise capital, mainly because it has executed most of the group’s acquisitions. Bogota issued capital for US$650mn (common shares), which took its solvency and Tier I ratio to 11.2% and 7.5%, respectively, as of 4Q13. These ratios are still relatively low by Latin American standards but are nonetheless strong enough to continue growing organically in the next couple of years. Grupo Aval fully subscribed to this offering. Since Grupo Aval 2010 2011 Total deposits 2012 2013 Grupo Aval and Banco de Bogota 05 May 2014 page 45 operates as a holding company, it does not need to meet minimum capital requirements. Similarly, Grupo Aval completed a US$1.2bn equity offering of common shares in the Colombian market. These resources were used to capitalize Banco de Bogota and repay approximately US$0.7bn of debt. Aval’s controlling shareholder, Mr. Sarmiento (owner of 95% of Aval’s ordinary shares), subscribed to the offering, so only a very small part was placed in the market. Net Interest Income and NIM In the last few years, banks in Colombia, Central America, and the rest of the region have benefited from a low interest rate environment and high liquidity worldwide. This easy access to funding largely explains the strong asset growth of the financial system and the performance of Aval’s NII, which has been growing in the doubledigits on the back of the credit expansion. Declining rates in Colombia also fostered credit growth but led to a NIM contraction, due to the asset-sensitive nature of Colombian banks. This negative effect on the NIM was compounded in 2013 by losses generated from the investment portfolio as a result of rising spreads following the start of tapering in the US. Chart 65: Grupo Aval Net Interest Income and NIM, COP$bn 12,000 9.0% 8.8% 9,830 10,000 8,000 6,981 4,826 3,715 6,310 7.2% 5,469 4,629 6.5% 6.5% 8.5% 8.0% 8,126 7.8% 6,000 4,000 Chart 66: Grupo Aval’s Banks NIM 7.0% 6.4% 6.5%6.5% 6.2% 0 5.0% 2010 2011 Net interest income Source: Grupo Aval; BTG Pactual 2012 2013 2014E Net interest margin 2015E 8.5% 7.5% 6.0% 5.5% 2009 9.5% 7.5% 2,000 2008 10.5% 6.5% 5.5% 1Q12 2Q12 Grupo Aval 3Q12 Bogota 4Q12 1Q13 Occidente Source: Grupo Aval, Banco de Bogota, BTG Estimates Aval’s NIM is higher than Bogota’s mainly due to Popular and AV Villas, which have greater exposure to higher yielding consumer loans. In 2014, while we expect the loan NIM to be mostly stable in Colombia, we expect Aval’s NIM to contract in line with the trend seen in Bogota as a result of the consolidation of the recent acquisitions in Guatemala and Panama and lower investment gains, which were particularly strong in 1Q13. Fee Income Aval’s fee income is highly influenced by Bogota (79% of the total), as it includes the fees of the banking operation, fiduciary activities of Fidubogota, pension plan management at Porvenir, warehouse services from Almaviva, and other fees from Corficolombiana. The other 21% is explained mainly by commissions from banking services of the other 3 banks, and to a lesser extent by fees from fiduciary activities (Fiduoccidente and Fidupopular), warehouse services (Alpopular), and Other. 2Q13 Popular 3Q13 4Q13 AV Villas Grupo Aval and Banco de Bogota 05 May 2014 Chart 67: Fees and Other Services Income, COP$bn 3,000 Chart 68: Fees and Other Services Income Breakdown 2013 28.7% 3,500 28.1% 27.8% 27.5% 2,500 26.9% 27.1% 2,000 25.5% 1,500 1,000 500 1,394 1,584 1,618 2008 2009 2010 2,234 2,382 2011 2012 2,814 2,994 2013 2014E 26.1% 3,233 0 Total fees and other services income, net page 46 29.0% 28.5% 28.0% 27.5% 27.0% 26.5% 26.0% 25.5% 25.0% 24.5% 24.0% 23.5% 2015E % of Total Operating Income Source: Grupo Aval; BTG Pactual Other Warehouse 6% services 6% Checking fees 2% Branch network services 1% Fiduciary activities 6% Commissions from banking services 46% Credit card merchant fees 12% Pension plan management 21% Source: Grupo Aval Total fee income has been growing steadily, but organic growth has trailed loan growth. In 2011, fee income climbed 38.1% after the incorporation of BAC Credomatic. In 2012, it slowed down to 6.6%, in line with a weaker economy and greater regulatory oversight. In 2013, growth accelerated, driven by commissions from banking services, credit card fees, and pension plan management (due to the consolidation of Horizonte in 2Q13). In 2014, a healthier economy and faster growth in consumer lending and mortgages could provide support for fee income growth, but we still foresee growth in the mid-to-high-single-digits. Other Operating Income Other operating income is also highly influenced by Bogota (76% of the total), as it reports dividend income from some Corficolombiana’s non-controlling investments and income from Corficolombiana’s controlling investments that are not in the financial sector. In addition, in the consolidation process there’s a significant amount of intercompany eliminations caused by cross-holding among the subsidiaries. Chart 69: Total Other Operating Income, COP$bn Chart 70: Other Operating Income Breakdown, 2013 1,400 1,200 Gains on sales equity securities 7% Other 11% 16.0% 13.1% 12.2% 14.0% 11.6% 11.0% 1,000 13.4% 12.0% 10.2% 9.1% 800 8.2% 8.0% 1,317 600 958 400 613 684 786 969 886 10.0% Income from nonfinancial sector 34% 1,020 6.0% 4.0% 200 2.0% 0 Dividend Income 25% 0.0% 2008 2009 2010 2011 Total other operating income Source: Grupo Aval; BTG Pactual 2012 2013 2014E 2015E FX and Derivatives 23% % of Total Operating Income Source: Grupo Aval In 2013, other operating income jumped 48.7%, explained by non-recurring dividend income from Promigas (Corficolombiana), strong results from FX and derivatives, and gains on sales of investments related to the sale of a 4% stake of Occidente by Corficol. Due to the lack of visibility for extraordinary gains (always a possibility given Grupo Aval and Banco de Bogota 05 May 2014 the group’s many companies and the merchant banking operation page 47 of Coficolombiana), we forecast a 27% contraction in 2014. Efficiency In 2013, Aval’s efficiency ratio ended at 50.1%, better than the 51.3% in 2012. One of the main goals of the holding company in the mid-term is to keep operating expenses under control while capturing synergies in Central America. The acquisition of BAC in late 2010 was the main driver for the deterioration in efficiency in 2011. Improvements since 2011 have been gradual, partly due to a difficult year for operating income in 2013 on the back of lower NIMs and investment losses. For 2014, we actually foresee a slight deterioration of efficiency, since some of the other operating income booked in 2013 is unlikely to be repeated in 2014 and, to a lesser degree, due to the consolidation of 3 new acquisitions. However, we expect management to focus more on capturing synergies than on inorganic growth in the next couple of years, which should boost efficiency after 2014. Chart 71: Operating Expenses and Efficiency Ratio, COP$bn 8,000 7,000 52.7% 49.0% Chart 72: Efficiency Ratio Quarterly 60.0% 51.3% 50.4% 51.5% 46.6% 49.6% 50.0% 42.9% 6,000 4,000 3,000 4,933 3,028 3,292 5,300 6,028 6,659 7,458 30.0% 20.0% 10.0% 0 0.0% 2009 2010 53.8% 53.3% 52.5% 52.00% 50.9% 50.00% 51.0% 51.3% 50.3% 53.7% 51.1% 49.7% 48.00% 46.00% 3,520 1,000 2008 56.8% 56.00% 54.00% 40.0% 5,000 2,000 58.00% 2011 2012 Total operating expenses Source: Grupo Aval, BTG Pactual 2013 2014E Efficiency ratio 2015E 44.00% 43.8% 42.00% 40.00% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 Source: Grupo Aval Profitability Grupo Aval’s earnings have many moving parts, and given the number of companies it consolidates, it is characterized by the periodicity of non-recurring items, many of which come from the merchant banking operation of Corficolombiana. Thus, it is important to differentiate between operating and non-operating income. Despite this inherent volatility (more so than at other local banks), the core banking assets are the main drivers of earnings, and net income has been trending upward, in line with the results of these businesses. In 2013, Aval’s net income was COP$1.60tn (+4.8% y/y), implying an ROE of 17.5% (including the recent capital increase, ROE was 16.4%), slightly lower than the 17.8% in 2012, despite the negative operating trends in 2013. For 2014, though we foresee improving operating trends at Aval’s banks, we expect ROE to drop to 15.6%, primarily owing to capital increases at both Grupo Aval and Banco de Bogota. Grupo Aval and Banco de Bogota 05 May 2014 Chart 73: Net Income, Quarterly, COP$bn 600 400 300 Chart 74: Net Income and ROE, COP$bn 45% 39.7% 488 500 407 372 250 262 17.4% 16.4% 505 40% 403 380 341 24.4% 21.2% 317 22.0% 22.0% 402 14.5% 14.5% 14.3% 35% 30% 330 3,000 35.0% 29.2% 2,500 30.0% 25.4% 15.2% 200 20% 15% 18.5% 5% 0 0% 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 16.4% 1,000 500 757 1,065 957 2009 2010 1,291 1,526 1,601 17.9% 20.0% 2,395 15.0% 15.6% 1,930 10.0% 5.0% 0 0.0% 2008 ROE Source: Grupo Aval, BTG Pactual 17.7% 1,500 10% 100 25.0% 22.2% 2,000 25% 18.0% Net Income page 48 2011 2012 Net Income 2013 2014E 2015E ROE Source: Grupo Aval Grupo Aval Earnings Estimates Table 17: Grupo Aval Earnings Summary, COP$bn 2010 2011 2012 2013 2014E 2015E Total Interest Income 6,728 8,151 10,205 10,783 12,319 15,082 Interest expense -2,099 -2,682 -3,895 -3,802 -4,193 -5,252 Net Interest Income 4,629 5,469 6,310 6,981 8,126 9,830 Total provisions, net -1,027 -416 -917 -1,294 -1,427 -1,700 Net interest income after provisions 3,602 5,053 5,393 5,687 6,699 8,130 Fees and other services income, net 1,618 2,234 2,382 2,814 2,994 3,233 Other operating income 786 958 886 1,317 969 1,020 Total operating income 6,005 8,245 8,661 9,819 10,662 12,383 Operating expenses -3,520 -4,933 -5,300 -6,028 -6,659 -7,458 Net operating income 2,485 3,312 3,361 3,790 4,003 4,926 Non-operating income/(expense), net 177 196 448 236 247 259 Income before income tax expense and non- controlling 2,662 3,508 3,809 4,027 4,250 5,185 Income tax expense -831 -1,137 -1,372 -1,415 -1,403 -1,711 Net Income before Minority interest 1,831 2,372 2,438 2,612 2,848 3,474 Income attributable to Minority Interest 874 1,080 911 1,011 918 1,079 Net Income 957 1,291 1,527 1,601 1,930 2,395 EPS 69 70 82 86 95 117 ROE 22.2% 18.5% 17.8% 16.4% 15.6% 17.9% Eficiency 46.6% 52.7% 51.3% 50.4% 51.5% 49.6% Source: Grupo Aval and BTG Pactual 2011 21.2% 27.8% 18.2% -59.5% 40.3% 38.1% 21.9% 37.3% 40.1% 33.3% 11.0% 31.8% 36.8% 29.5% 23.6% 34.9% 1.4% -370 612 2012 25.2% 45.2% 15.4% 120.3% 6.7% 6.6% -7.5% 5.0% 7.4% 1.5% 128.2% 8.6% 20.7% 2.8% -15.7% 18.2% 18.2% -70 -143 YoY% 2013 2014E 5.7% 14.2% -2.4% 10.3% 10.6% 16.4% 41.1% 10.3% 5.4% 17.8% 18.2% 6.4% 48.7% -26.4% 13.4% 8.6% 13.8% 10.5% 12.8% 5.6% -47.3% 4.6% 5.7% 5.6% 3.1% -0.9% 7.2% 9.0% 11.0% -9.2% 4.8% 20.6% 4.8% 9.6% -138 -83 -91 117 2015E 22.4% 25.3% 21.0% 19.1% 21.4% 8.0% 5.2% 16.1% 12.0% 23.0% 5.0% 22.0% 22.0% 22.0% 17.5% 24.1% 24.1% 230 -190 Grupo Aval and Banco de Bogota 05 May 2014 Company Descriptions Grupo Aval Grupo Aval is Colombia’s largest banking group by total assets and a leading banking group in Central America. It provides a comprehensive range of financial services and products from traditional banking services, such as making loans and taking deposits, to pension and severance fund management. Grupo Aval currently consists of four commercial banks in Colombia (Banco de Bogotá, Banco de Occidente, Banco Popular and Banco AV Villas) the largest pension and severance fund manager in Colombia (Porvenir), the largest merchant bank in Colombia (Corficolombiana), and a leading banking group in Central America (BAC Credomatic), each of which it controls and consolidates. The following chart presents the corporate structure on a simplified basis and a brief description of the position and focus of each subsidiary. Table 18: Summarized Organizational Structure Source: Corporate Presentation In 2013, it acquired Horizonte and BBVA Panama, strengthening its leadership in pension funds in Colombia and its banking operation in Central America. Grupo Aval acquired 99.99% of the outstanding shares of Horizonte on April 18, 2013, which on an aggregate basis with Porvenir, positions it as the market leader in the management of mandatory pension funds and severance funds in Colombia. On July 19, 2013, it announced the agreement to acquire 100% of BBVA Panamá through Leasing Bogotá, a subsidiary of Banco de Bogotá. page 49 Grupo Aval and Banco de Bogota 05 May 2014 Grupo Aval’s network is the largest combined network of ATMs and branches in the Colombia and has been a key element to its competitive positioning in the market, with 1,317 branches and 3,086 ATMs as of December 31, 2012. Customers of any of its banks may conduct basic banking transactions at any other bank in Grupo Aval’s network. Under a multi-brand strategy, each of the banks focuses on particular types of customers, geographic regions and products. The banks are encouraged to compete against each other and other market participants while operating within central guidelines established by the holding company. The group believes this strategy has contributed to its strong financial performance and allowed it to provide an integrated service network to its customers. Table 19: Multi-brand strategy Source: Grupo Aval Underlying Grupo Aval’s competitive strengths are group-level policies focused on comprehensive brand management, strategic planning, general procurement, risk management, convergence of technologies, and cost controls that we believe promote best practices, the realization of synergies, and efficiency across the subsidiaries. Below, we include a detailed organization structure with the different investments of each bank, which is helpful to understand how the conglomerate generates income and earnings. page 50 Grupo Aval and Banco de Bogota 05 May 2014 Table 20: Grupo Aval Detailed Organization Structure Source: Corporate Presentation Banco de Bogotá – The second-largest bank in Colombia Banco de Bogotá is Colombia’s oldest financial institution and the second largest bank in the country based on net income, with a market share of 15.1% of deposits and 13.5% of loans. In 2012, Banco de Bogotá had total assets of COP$80.51tn and net income of COP$1.33tn. Banco de Bogotá is a full-service bank with nationwide coverage and a comprehensive portfolio of services and products distributed through a network of 638 branches and 1,289 ATMs in Colombia. While Banco de Bogotá serves all market segments, it has historically had a leading presence in commercial loans, with a focus on large corporations. In 2012, it had a market share of 18.5% of commercial loans. Following its 2006 acquisition of Megabanco, Banco de Bogotá expanded its consumer banking business and now has a market share of 9.3% of consumer loans. Banco de Bogotá’s ROE of 18.1% and efficiency ratio of 49.6% in 2012 make it one of the most profitable and efficient banks in Colombia. Banco de Bogotá is the largest shareholder of Corficolombiana, with a 37.9% stake. The remaining shares are 19.1% owned by Grupo Aval entities, 0.9% by funds managed by Porvenir, 11.3% by other investors who have maintained ownership of record of at least 1% in Corficolombiana over a significant period of time, 30.5% by the general public, and 0.3% beneficially owned by Mr. Sarmiento Angulo. page 51 Grupo Aval and Banco de Bogota 05 May 2014 Banco de Bogotá directly owns 5.3% of Porvenir and indirectly owns 11.6% through Fiduciaria Bogotá S.A. (Fidubogotá). The remaining shares of Porvenir are held by Grupo Aval (20.0%) and Banco de Occidente and its subsidiaries (33.1%). The bank directly owns 22.8% of Casa de Bolsa, the group’s brokerage firm in Colombia. Other shareholders include Corficolombiana (38.9%), Banco de Occidente (7.9%), Banco Popular (25.8%), other related individuals or entities (3.1%), and other shareholders (1.5%). Banco de Occidente – Focused on commercial and auto loans, and financial leasing Banco de Occidente is the fifth-largest bank in Colombia, with market shares in 2012 of 6.5% of deposits and 7.3% of loans. Banco de Occidente focuses on enterprise customers, state-owned entities and retail customers and has a diversified revenue stream. In 2012, its loan portfolio was 23.0% consumer and auto lending, 52.8% corporate and public sector lending, and 24.3% SMEs. Last year, Banco de Occidente had market shares of 7.3% of commercial loans and 5.3% of consumer loans. Banco de Occidente has had an average market share of approximately 13.5% of checking accounts for the past five years. Additional areas of focus for future growth include low-risk consumer loan services and products such as payroll loans and loans to government agencies. Banco de Occidente’s ROE was 16.1% for 2012. Banco Popular – Leader in payroll loans and growing in mid-market commercial lending Banco Popular is the seventh-largest bank in Colombia, with a market share in 2012 of 4.2% of deposits and 5.1% of loans. Banco Popular operates primarily in the consumer and public sector businesses, with operations across all regions of Colombia. Banco Popular is a premier provider of financial solutions to government entities nationwide with a particular strength in public sector deposits and loans. A significant part of its portfolio consists of payroll loans to public sector employees. Banco Popular achieved improved returns on its consumer loan portfolio due to its access to payroll deductions for the repayment of loans, which has resulted in consumer loans with a substantially lower-risk profile for consumer loans (in December 2012, consumer past-due loans were 2.7% compared to a banking system average of 4.7%). In 2012, Banco Popular had total assets of COP$5.13tn, net income of COP$377.9bn and 221 branches. Banco Popular’s focus on consumer loans and institutional customers generates a mix of well-diversified and stable sources of revenues, which contributed to its status as the most profitable bank of its peers in 2012 (ROE of 18.7%). Banco Popular’s strategy for the future is based on four pillars: 1) increase participation in payroll loans; 2) further penetrate the medium-sized business sector; 3) maintain dynamic credit origination with Grupo Aval’s other banking subsidiaries; and 4) continue to optimize its funding sources, taking advantage of currently low interest rates and longer tenor for the issuance of bonds in Colombia. page 52 Grupo Aval and Banco de Bogota 05 May 2014 In 2011, Grupo Aval acquired ownership interests in Banco Popular to increase its direct ownership in Banco Popular to 93.7%, consistent with Mr. Sarmiento’s objective of consolidating ownership in the banking subsidiaries at the Grupo Aval level. The acquisition was undertaken in two tranches with three entities, Rendifin S.A., Popular Securities S.A. and Inversiones Escorial S.A., each of which is beneficially owned by Mr. Sarmiento Angulo. On January 31, 2011, Grupo Aval entered into a spin-off agreement with Rendifin S.A. pursuant to which Grupo Aval agreed to acquire 43.5% of Banco Popular’s outstanding shares held by Rendifin S.A. in exchange for 2,073,115,004 of preferred shares at a ratio of 1.6 Banco Popular share per Grupo Aval preferred share. The transaction was completed on June 23, 2011, and as a result, Grupo Aval increased its direct ownership of Banco Popular to 74.1%. On April 29, 2011, Grupo Aval entered into a second spin-off agreement with Popular Securities S.A. and Inversiones Escorial S.A. to acquire an additional 19.6% of Banco Popular in exchange for 934,669,126 preferred shares at the same ratio of 1.6 Banco Popular share per Grupo Aval preferred share. The transaction closed on September 20, 2011 and increased the stake in the bank to 93.7%. Banco AV Villas – Focused on mid- and low- income consumer segments and SMEs Banco AV Villas has evolved from being a traditional mortgage lender to a diversified full-service consumer bank targeting middle-income customers. It is Grupo Aval’s most active bank in non-traditional distribution channels (mobile banking, banking correspondents and virtual branches). Banco AV Villas has a broad service network throughout central and northern Colombia, including Bogotá. In 2012, Banco AV Villas had a market share of 3.0% of deposits, 2.5% of loans, 4.3% of consumer loans and 4.2% of mortgages. Last year, key figures also included total assets of COP$8.92tn, net income of COP$172.3bn, ROE of 16.7%, and 268 bank branches. The efficiency ratio was 55.8%. In the consumer segment, Banco AV Villas focuses on high-margin services and products such as general purpose loans, payroll loans and credit cards, as well as its traditional line of mortgages. It serves customers through a recently expanded sales force, its traditional retail network, entrepreneurial business centers and instant credit offices, known as “OCIs,” where credit applicants receive the outcome of their credit application within two hours. Banco AV Villas also seeks to continue to expand in the small- and medium-sized corporate segment. To increase transaction volume through electronic channels and improve efficiency, Banco AV Villas has developed projects, such as the Nearby Network (Red Cerca), that will allow it to increase coverage by banking correspondents and offer a wide array of services to individuals and smalland medium-size businesses through its mobile banking platform. Banco AV Villas has a simple structure, with a 40% investment in ATH (A Toda Hora S.A). ATH is a wholly-owned indirect subsidiary of Grupo Aval and the administrator of Grupo Aval’s ATMs and the transactional services that flow through the Red de Grupo Aval (Grupo Aval network), such as internet, e-banking, electronic service points and payment spots. ATH manages approximately 61% of Red de Grupo Aval’s page 53 Grupo Aval and Banco de Bogota 05 May 2014 3,086 ATMs. The remaining 60% of A Toda Hora S.A. is owned by Banco de Bogotá, Banco de Occidente and Banco Popular. Porvenir – Colombia’s largest pension fund manager Porvenir is the leading private pension fund manager in Colombia, with a market share in 2012 of 33.1% of mandatory individual pension fund customers and 29.0% of individual severance plan customers. Porvenir also provides voluntary pension funds and manages third-party sponsored pension funds. Pension funds provide individual savings for retirement, and severance funds provide temporary income to employees who lose their jobs. Through the company Gestión & Contacto, Porvenir manages pension-related information systems designed to provide employees with efficient payment solutions. In 2012, Porvenir had COP$55.3tn in total assets under management, of which COP$35.1tn was managed under the mandatory pension fund, COP$2.2tn was managed under the severance fund, COP$2.2tn was managed under the voluntary pension fund, and COP$15.8tn was managed as a third-party sponsored pension liability fund. In 2012, Porvenir reported net income of COP$214.0bn (ROE of 30.1%) and ended up with a shareholders’ equity of COP$800bn. Since its inception, Porvenir has been the leader in the Colombian private pension and severance fund markets. On April 18, 2013, Porvenir, together with Grupo Aval and other Grupo Aval entities, acquired Horizonte for US$541.4mn (COP$999.7bn as of the date of the acquisition), consolidating its position in the sector. Corficolombiana – Colombia’s largest merchant bank Corficolombiana is the largest merchant bank in Colombia based on total assets. It focuses on four main business lines: 1) equity investments in strategic sectors of the Colombian economy, including financial services, infrastructure, electricity and gas, agribusiness and hospitality; 2) investment banking, including services relating to capital markets, mergers and acquisitions and project finance transactions; 3) treasury operations; and 4) leasing, fiduciary and private banking. In 2012, the company reported net income of COP$304.3bn. Its assets and shareholders’ equity totaled COP$13.07tn and COP$3.02tn, respectively. Grupo Aval indirectly controls 57% of Corficolombiana through Banco de Bogota Banco de Occidente and Banco Popular, which own 37.9%, 13.5% and 5.6%, respectively. Corficolombiana’s business model is based on three premises: 1) investing in businesses in strategic sectors of the Colombian economy; 2) distributing cash flows generated by its equity investment portfolio to its shareholders; and 3) acting as an investment fund and financial advisor listed on the Colombian Stock Exchange and regulated by the Superintendence of Finance. Corficolombiana’s equity investment strategy is to acquire and hold majority or substantial stakes in strategic businesses. These investments enable page 54 Grupo Aval and Banco de Bogota 05 May 2014 Corficolombiana to exert significant influence or control over these businesses’ operations and promote revenue growth, operational efficiencies and optimization of the capital structures. It endeavors to achieve a balance between companies with potential to generate cash and companies with the capacity to create value. Corficolombiana’s funding strategy seeks to minimize liquidity risk by funding equity investments using its own equity, principally retained earnings. Equity Investment Portfolio: Corficolombiana primarily invests in five sectors of the Colombian economy: infrastructure; electricity and gas; financial services; hotels; and agribusiness. It generally seeks to invest in businesses with leading market positions, strong cash flows and growth potential. Corficolombiana’s infrastructure investments are concentrated in highway concession projects, a sector in which it is the leading private investor in Colombia. Among other investments, it has controlling ownership positions in four highway concession projects. EPIANDES S.A., PISA S.A. and EPISOL S.A.S. are the companies that stand out in this sector. Corficol controls each of them, with 94.9%, 88.3% and 98.6% stakes, respectively. EPIANDES controls the 85.6 kilometer highway between Bogotá and Villavicencio; PISA controls the 57.0 kilometer highway between Buga, Tuluá and La Paila (subsequently extended by 20.1 kilometers to La Victoria) and the 38.3 kilometer highway between Fontibón and Facatativá; EPISOL has ownership of 33% of sector 2 of Ruta del Sol, which includes the 111 kilometer highway between Los Alpes and Villeta, Chuguacal and Cambao. Corficolombiana’s infrastructure investments totaled COP$400.9bn after provisions as of December 31, 2012 (on an unconsolidated basis). Corficolombiana’s main investments in the energy and gas sector include a 44.74% minority stake in Promigas (34.16% directly and 10.58% indirectly), the secondlargest natural gas pipeline company in Colombia; a 3.56% stake in EEB, an electricity and gas conglomerate; and an 83.38% majority stake in Gas Comprimido del Peru S.A, a gas distribution company in northern Peru. Last year Corficolombiana’s energy and gas investments totaled COP$2.67tn after provisions (on an unconsolidated basis). Corficolombiana’s principal investments in agribusiness are centered on forestry and woodworking as well as the production of palm oil, rubber, rice and cotton. These investments include a controlling stake in Organización Pajonales S.A. and minority stakes in Pizano S.A. and Unipalma S.A. In 2012, investments in this sector totaled COP$308.6bn after provisions (on an unconsolidated basis). Corficolombiana also has investments in the hospitality sector. These include majority stakes in Hoteles Estelar de Colombia S.A. (84.91%) and Promotora y Comercializadora Turística Santamar S.A. (84.6%), which in 2012 totaled COP$196.7bn after provisions (on an unconsolidated basis). In the financial services sector, Corficolombiana offers leasing, trust, brokerage and offshore banking services to third-party customers through three subsidiaries: Leasing Corficolombiana S.A. (94.5%), Fiduciaria Corficolombiana S.A. (94.5%) and Banco Corficolombiana (Panama) S.A. (100%). Last December, page 55 Grupo Aval and Banco de Bogota 05 May 2014 Corficolombiana’s investments in these three subsidiaries totaled COP$370.7bn (on an unconsolidated basis and after provisions). BAC Credomatic – One of the largest and most profitable banking groups in Central America BAC Credomatic is one of the leading financial institutions in Central America, a fullservice financial institution with one of the leading credit card issuance and merchantacquiring businesses in the region. BAC Credomatic offers commercial and retail banking, brokerage, insurance, pension fund management and other financial services. Its coverage extends throughout Central America with operations in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama, as well as Mexico (with a small credit card-issuing operation) and the state of Florida (with a merchant and card processing center). It also has a presence in the Bahamas and the Cayman Islands. Its Credomatic brand has key alliances with major credit card networks, such as Visa, MasterCard, American Express and Diners Club. BAC Credomatic provides banking, credit card and other financial services mainly in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama. The BAC Credomatic brand is widely recognized in Central America, a region that is comparable to Colombia, with significant growth potential in financial services. In 2012, BAC Credomatic had assets of US$10.7bn, loans at book value of US$7.1bn, deposits of US$7.3bn, shareholders’ equity of US$1,216mn and reported net income of US$265mn. Last year BAC Credomatic served more than 2.4mn customers through 492 points of contact, including 228 full-service branches, 49 in-store branches offering teller services in retail stores, 187 on-site branches offering full banking services for corporate employees, and 28 auto/drive-thru branches throughout Central America and a single technological platform that allows online transactions between countries in the region. Through its merchant acquiring business, BAC Credomatic’s processing volume amounted to US$10.996bn for the year ending December 31, 2012 (up 15.1% from US$9.66bn for the year ending December 31, 2011, mainly driven by strong performances in Costa Rica, Guatemala and Honduras). page 56 Grupo Aval and Banco de Bogota 05 May 2014 Figure 2: BAC Credomatic Detailed Organization Structure Source: Company Reports Grupo Aval’s History Grupo Aval was created by Mr. Sarmiento Angulo to consolidate his interests in the Colombian financial sector. Milestones in the history of Grupo Aval: • Mr. Sarmiento Angulo established a real estate development firm in Bogotá in 1956, and in 1959 founded Organización Luis Carlos Sarmiento Angulo, which developed low- and middle-income housing neighborhoods in Bogotá in the 1960s and 1970s. • In 1971, Mr. Sarmiento Angulo acquired a majority stake in Banco de Occidente and in 1972 founded Corporación de Ahorro y Vivienda Las Villas to focus on low- and middle-income mortgage financing. • In 1981, Mr. Sarmiento Angulo purchased a minority stake in Banco de Bogotá, and in 1988 he acquired a majority stake and control, consolidating a major participation in the banking system. Banco de Bogotá acquired a substantial majority of, and absorbed, Banco del Comercio in 1992. • In 1991, Banco de Bogotá and Banco de Occidente founded Porvenir as a severance fund manager, and following the creation in 1993 of the private pension fund system in Colombia, it expanded the business to include pension fund management in 1994. • Banco Popular was acquired in 1996 from the Colombian government through a privatization process. • In 1997, Mr. Sarmiento Angulo acquired Corporación de Ahorro y Vivienda Ahorramas, which later merged with Corporación de Ahorro y Vivienda Las Villas in 2000 and became Banco AV Villas in 2002. • In 1998, Mr. Sarmiento Angulo contributed a majority of his direct and indirect holdings in the financial institutions to Grupo Aval. Red de Grupo page 57 Grupo Aval and Banco de Bogota 05 May 2014 Aval (Grupo Aval network) was also established in 1998 to provide an integrated service network of branches and ATMs. • In 1999, the company conducted its initial public equity offering in Colombia and listed its common shares on the Colombian Stock Exchange under the ticker symbol “GRUPOAVAL,” raising approximately COP$62.5bn (US$35.3mn) in gross proceeds. • Corficolombiana, which was founded in 1959 as an affiliate of Banco de Bogotá, acquired and merged with several merchant banks between 1997 and 1999, including Corfitolima, Corfiprogreso, Corfes, Corfiboyacá, Corfisantander, Corfiandes and Indufinanciera. In 2005, Corfivalle, also a merchant bank, merged with Corficolombiana. • In 2007, Grupo Aval conducted its second public offering of common shares to the Colombian public, raising approximately COP$372.0bn (US$210.4mn) in gross proceeds. • On December 9, 2010, Grupo Aval acquired BAC Credomatic from GE Consumer Finance Central Holdings Corp. and General Electric Capital Corporation. • In 2011, it registered its preferred shares with the SEC. • In 2011, Grupo Aval concluded the first offering of preferred shares to the Colombian public, raising COP$2.1tn (US$1.1bn) in gross proceeds. • In February 2012, the company completed its first international bond offering, issuing US$600mn of 5.25% Senior Notes due in 2017. This was followed by a second issuance in September 2012 of US$1.0bn of 4.75% Senior Notes due in 2022. • On April 18, 2013, it announced the Horizonte acquisition and on July 19, 2013, it announced the agreement to acquire BBVA Panama through Leasing Bogotá S.A. Panama, a subsidiary of Banco de Bogotá. Since 1998, Grupo Aval has, directly and indirectly, made a series of acquisitions to further extend and consolidate its position as the leading banking group in Colombia, including Banco de Occidente’s acquisition of Banco Aliadas in 2005 and Banco Unión in 2006, the merger of Corfivalle and Corficolombiana in 2005, and Banco de Bogotá’s acquisition of Megabanco in 2006. Pursuant to its growth strategy, the company acquired BAC Credomatic in 2010 and Horizonte and BBVA Panama in 2013. Grupo Aval Acciones y Valores S.A. is a sociedad anónima, incorporated under the laws of Colombia on January 7, 1994 under the name Administraciones Bancarias S.A. On April 18, 1997, the company changed its name to Sociedad A.B. S.A., and on January 8, 1998, to Grupo Aval Acciones y Valores S.A. page 58 Grupo Aval and Banco de Bogota 05 May 2014 Banco de Bogota’s History • Founded in 1870, Banco de Bogotá is the oldest and second-largest financial institution in Colombia. • In 1922, it opened its first branch outside of Bogotá. Throughout the 1920s, Banco de Bogotá’s network outside Bogotá expanded, due in part to a series of acquisitions. • In 1967, Banco de Bogotá opened its first office in Panama; in 1974, it opened a branch office in New York City; and in 1977, it founded Banco de Bogotá Trust Company (subsequently sold). • In 1980, Banco de Bogotá Trust Company established Banco de Bogotá International Corporation, an affiliate in Miami, Florida. The New York City branch office and the Miami affiliate were subsequently converted into agencies. • Banco de Bogotá was reorganized in 1988 following the acquisition of a majority ownership interest by Mr. Sarmiento Angulo, Grupo Aval’s chairman and majority shareholder, earlier that year. • Porvenir was formed in 1991 and began its operations as a severance fund manager. • In 1992, Banco de Bogotá completed a merger with Bancomercio. • In 1998, Mr. Sarmiento Angulo contributed a majority of his Banco de Bogotá ownership interest to Grupo Aval. • In 2006, Banco de Bogotá acquired and merged with Megabanco, which expanded its services for lower income consumers. • In May 2010, Banco de Bogotá completed the merger of its wholly-owned subsidiary, Leasing Bogotá, which allows it to perform leasing operations. • In December 2010, Banco de Bogotá acquired BAC Credomatic. • In December 2011, Banco de Bogotá completed its first international bond offering, raising US$600mn. In February 2013, Banco de Bogotá completed its second international bond offering, raising US$500mn in subordinated notes. • Corficolombiana was founded in 1959 as an affiliate of Banco de Bogotá. Since 1997, it has acquired and merged with seven financial institutions in Colombia. In 2005, Corficolombiana completed its most recent merger, with Corfivalle, which resulted in Corficolombiana becoming the largest financial corporation in the country based on total assets. Following this merger, Corficolombiana transferred its loan portfolio to Banco de Bogotá to focus on its investment business. • As part of the government’s public auction of Megabanco, on June 21, 2006, Megabanco and FOGAFIN entered into an assumption of legal page 59 Grupo Aval and Banco de Bogota 05 May 2014 contingencies agreement, whereby FOGAFIN committed to assume up to 80% of the losses and expenses derived from legal contingencies against Megabanco, related to matters arising prior to the date of acquisition or discovered within 24 months of the acquisition of Megabanco. The guarantees will be effective up to the date in which all the covered legal contingencies conclude. Board of Directors The board of directors of Grupo Aval is composed of seven principal members and seven alternate members, each of whom serves a one-year term and may be reelected indefinitely. The term for the current directors expires on March 31, 2014. As a corporate practice, the president of each of the banking subsidiaries is appointed as a member of the board of directors. Table 21: Board of Directors Board member Luis Carlos Sarmiento Angulo Alejandro Figueroa Jaramillo Efraín Otero Álvarez Álvaro Velásquez Cock Julio Leonzo Álvarez Álvarez Mauricio Cárdenas Müller Esther América Paz Montoya Alternate Hernán Rincón Gómez Juan María Robledo Uribe Juan Camilo Ángel Mejía Ana María Cuéllar de Jaramillo Gabriel Mesa Zuleta Enrique Mariño Esguerra Germán Villamil Pardo Source: Luis Carlos Sarmiento Angulo, age 80, has served as the Chairman of the board of directors of Grupo Aval since 1999. Mr. Sarmiento Angulo is the founder and controlling shareholder of Grupo Aval and, since 1985, has served as a member of the board of directors of Organización Luis Carlos Sarmiento Angulo Ltda., an affiliate of the controlling shareholder. Since 2010 he has served as principal member of the Board of Directors of Casa Editorial El Tiempo and of CEET TV. He also serves as Chairman of the board of directors of four not-for-profit entities: Asociación Nacional de Instituciones Financieras – ANIF, Fundación para el Futuro de Colombia – Colfuturo; Fundación Grupo Aval and Fundación Luis Carlos Sarmiento Angulo, through which he is sponsoring, among other initiatives, Grameen Aval Colombia, a microfinance not-for-profit organization established in association with Grameen Trust of Bangladesh. He holds a degree in Civil Engineering from Universidad Nacional de Colombia. He is the father of the President of Grupo Aval, Mr. Luis Carlos Sarmiento Gutiérrez. Alejandro Figueroa Jaramillo, age 71, has served as a principal member on the board of directors of Grupo Aval since 1999. Mr. Figueroa Jaramillo has been the President of Banco de Bogotá since 1988. He has been employed with Banco de Bogotá since 1978, where he also served as Executive Vice President and Vice President of Finance. He is the Chairman of the board of directors of Porvenir and has been a board member of Porvenir since 1991. He has also been a member of the board of directors of Corficolombiana since 1998 and of Fundación Grupo Aval since 2011. He previously served as Vice-Minister of Economic Development of Colombia page 60 Grupo Aval and Banco de Bogota 05 May 2014 and President of Almaviva S.A., Banco de Bogotá’s bonded warehouse. He holds a degree in Civil Engineering from Facultad de Minas de la Universidad Nacional in Antioquia and a Master of Science degree in Economics from Harvard University. Efraín Otero Álvarez, age 64, has served as a principal member on the board of directors of Grupo Aval since 1999. Mr. Otero Álvarez has been the President of Banco de Occidente since 1995. He has been employed with Banco de Occidente since 1973, where he also served Vice President of Finance and as Executive Vice President. He has also served as a member of the boards of directors of Porvenir since 1995, of Corficolombiana since 1998, of Banco de Occidente – Panama since 2006 and of Fundación Grupo Aval since 2011. He previously worked as an economist at Corporación Autónoma del Valle del Cauca. He holds a degree in Economics and a Master’s degree in Industrial Engineering, both from the Universidad del Valle. Álvaro Velásquez Cock, age 73, has served as an alternate member on the board of directors of Grupo Aval since 2008. Mr. Velásquez Cock has served as advisor to Grupo Ethuss since 1994. He has acted as Dean of the Faculty of Economics of the Universidad de Antioquia, Chief of the Departamento Nacional de Estadística–DANE, President of Pedro Gómez & Cía. S.A. and as a member of the Advisory Committee of the Superintendence of Finance. He has been a member of the board of directors of Banco de Bogotá since 2001, of Banco de Bogotá – Panama since 1984, of Corficolombiana since 1992 and of Unipalma since 1996. He holds a degree in Economics from the Universidad de Antioquia. Julio Leonzo Álvarez Álvarez, age 66, has served as a principal member of the board of directors of Grupo Aval since 2013. Mr. Álvarez has previously occupied several positions at Grupo Aval since 1998, including Vice President of Shared Services, Chief Technology Officer and Vice President of Corporate Systems. Mr. Álvarez Álvarez has acted as President of Avianca, Cervecería Unión S.A. and Pedro Gómez & Cía. He has been a member of the board of directors of Porvenir since 2001 and of Banco Popular since 1996 and is a former member of the board of directors of A Toda Hora S.A. – ATH. He holds a degree in civil engineering from the Universidad Nacional de Colombia with studies in the Higher Management Program, INALDE at the Universidad de la Sabana, Postgraduate Program in Financial Management at the Universidad de Medellín, and Postgraduate Program in Statistics Applied to Engineering at the Universidad Nacional de Colombia. Mauricio Cárdenas Müller, age 43, has served as a principal member on the board of directors of Grupo Aval since 2010, and previously as an alternate member thereof since 2002. Mr. Cárdenas Müller has acted as chief advisor to the President of Organización Luis Carlos Sarmiento Angulo Ltda. and as advisor to the Chairman and the President of Grupo Aval since 2004. He served as a member of the board of directors of Seguros Alfa S.A. and of Seguros de Vida Alfa S.A. from 2002 until 2011, and he serves as a member of the board of directors of Fundación para el Futuro de Colombia – Colfuturo since 2007, of Porvenir since 2008, of Empresa de Energía de Bogotá ESP since 2010 and of Casa Editorial El Tiempo and CEET TV since 2011. He holds a degree in Electrical Engineering from Universidad Javeriana and a Master’s degree in Business Administration from Escuela de Dirección y Negocios de la Universidad de la Sabana – INALDE. page 61 Grupo Aval and Banco de Bogota 05 May 2014 Esther América Paz Montoya, age 58, has served as a principal member on the board of directors of Grupo Aval since 2010, and previously as an alternate member thereof since 2005. Ms. Paz Montoya is a former President of Banco AV Villas, where she also served as Vice President of Finance and Vice President of Operations, and a former President of Ahorramás Corporación de Ahorro y Vivienda. She holds a degree in Business Administration from the Universidad del Valle. José Hernán Rincón Gómez, age 84, has served as an alternate member of the board of directors of Grupo Aval since 2010 and previously as a principal member thereof since 2005. Mr. Rincón Gómez has been the President of Banco Popular since 1991. He has also served as a member of the board of directors of Corficolombiana since 1998 and of Fundación Grupo Aval since 2011. He is the former President of, among other entities, Banco Comercial Antioqueño (the predecessor to Banco Santander Colombia), Avianca (airline company) and Banco del Estado. He holds a degree in Economics from the Universidad de Antioquia and is qualified as a public accountant. Juan María Robledo Uribe, age 68, has served as an alternate member on the board of directors of Grupo Aval since 2000. Mr. Robledo Uribe has acted as Executive Vice President of Banco de Bogotá from 1990 to 1992, from 1993 to 2001 and since 2003. He has been employed with Banco de Bogotá for over 40 years, where he has also served as Vice President of Banking Services and Vice President of Commercial Banking. He has been a member of the board of directors of Corficolombiana from 1993 to 2001 and since 2006, of Fidubogotá since 2007, of Porvenir since 1991 and of Fundación Grupo Aval since 2011. He holds a degree in Economics from the Universidad del Rosario. He is also the former President of Banco del Comercio (which merged into Banco de Bogotá in 1992) and of Corficolombiana from 2003 until 2005. Juan Camilo Ángel Mejía, age 47, has served as an alternate member on the board of directors of Grupo Aval since 2008. Mr. Ángel Mejía has been the President of Banco AV Villas since 2007, and previously acted as its Vice President of Credit and Portfolio, Vice President of Asset Regularization and Vice President of Real Estate. Previously he was an advisor in the Offerings Department of Banco Central Hipotecario and Project Manager in the Capital Markets division of Corfinsura. He has also been a member of the board of directors of Asociación Bancaria de Colombia since 2007, of Titularizadora Colombiana S.A. since 2008 and of Fundación Grupo Aval since 2011. He holds a degree in Civil Engineering from the Universidad de Medellín. Gabriel Mesa Zuleta, age 46, has served as an alternate member on the board of directors of Grupo Aval since 2004. Mr. Mesa Zuleta has been the President of Sadinsa S.A. since 2003 and a member of the board of directors of Banco Popular since 2004, of Seguros Alfa S.A. since 2004 and of Seguros de Vida Alfa S.A. since 2004. He previously acted as Director of the Administrative Department of the President of the Republic of Colombia and as President of Empresa de Telecomunicaciones de Colombia–Telecom. He holds a law degree from the Universidad del Rosario. page 62 Grupo Aval and Banco de Bogota 05 May 2014 Ana María Cuéllar de Jaramillo, age 59, has served as an alternate member of the board of directors of Banco de Bogotá since 2007 and also serves as a member of the board of directors of Megalínea. Ms. Cuéllar de Jaramillo is an independent consultant who specializes in systems and procedures for financial control and has formerly served as Director of the Dirección de Impuestos y Aduanas Nacionales DIAN and in several positions in Citibank. She holds a degree in accounting from Universidad Jorge Tadeo Lozano. Enrique Mariño Esguerra, age 87, has served as an alternate member on the board of directors of Grupo Aval since 2006. Mr. Mariño Esguerra is a manager and partner of Ingeniería CEISA. He is a former member of the board of directors of Corporación de Ahorro y ViviendaAV Villas (the predecessor to Banco AV Villas), Cemento Samper S.A., Seguros Alfa S.A. and Seguros de Vida Alfa S.A. He holds a degree in Civil Engineering from the Universidad Nacional. Germán Villamil Pardo, age 53, has served as an alternate member on the board of directors of Grupo Aval since 2010 and previously as a principal member thereof since 2006. Mr. Villamil Pardo is a partner of Gómez Pinzón Zuleta Abogados S.A. He previously held severalpositions in the Ministry of Finance of Colombia as well as in Banco de la República. He holds a law degree with a specialty in tax from the Universidad de los Andes. Luis Fernando Pabón Pabón, age 54, has served as Secretary of the Board of Grupo Aval since 2000. Mr. Pabón Pabón formerly served as Legal Vice President of Banco de Colombia and as Legal Counsel to the President of Banco de Bogotá. He has been a member of the board of directors of Banco AV Villas since 1998, of Porvenir since 2003, of Almaviva S.A. since 2007, of Organización Luis Carlos Sarmiento Angulo Ltda. since 2006 and of Casa Editorial El Tiempo and CEET TV since 2011. He also serves as legal counsel to Organización Luis Carlos Sarmiento Angulo Ltda. Mr. Pabón Pabón holds a law degree from Universidad Javeriana and a specialization in financial law from the Universidad de los Andes. Senior Management The following table includes a list of all of Grupo Aval’s Executive Officers. Their biographical information is not included in this report but can be found in the F-1 report. page 63 Grupo Aval and Banco de Bogota 05 May 2014 Table 22: Executive Officers Name Luis Carlos Sarmiento Gutiérrez Diego Fernando Solano Saravia Diego Rodríguez Piedrahita Rodolfo Vélez Borda Carlos Ernesto Pérez Buenaventura Jorge Adrián Rincón Plata María Edith González Flórez Rafael Eduardo Neira Torres María José Arango Caicedo Mauricio Maldonado Umaña Umaña José Manuel Ayerbe Osorio Umaña Juan Guillermo Amaya Edgar Enrique Lasso Fonseca Tatiana Uribe Benninghoff Position President Chief Financial Officer Chief Risk Management Officer VP of Shared Services Chief Strategy Officer Chief Legal Counsel VP of Accounting VP of Interna lControl VP of Procurement VP of Strategy VP of Marketing VP of Technology VP of Operational and Regulatory Risk Management Financial Planning and Investor Relations Officer Source: The following table includes the name of the president of each of the subsidiaries, followed by biographical information of those who were not described above as members of the board of directors. Table 23: Presidents of Grupo Aval Subsidiaries Company Banco de Bogotá Banco de Occidente Banco Popular Banco AV Villas Corficolombiana Porvenir BAC Credomatic President Alejandro Figueroa Jaramillo Efraín Otero Álvarez José Hernán Rincón Gómez Juan Camilo Ángel Mejía José Elías Melo Acosta Miguel Largacha Martínez Ernesto Castegnaro Source: José Elías Melo Acosta, age 53, has served as President of Corficolombiana since 2008. Mr. Melo is also a member of the board of directors of Leasing Corficolombiana S.A., Fiduciaria Corficolombiana S.A., Promigas S.A., Banco AV Villas S.A. and Sociedad Gas Natural de Lima y Callao S.A. and an alternate member of the board of directors of Fundación Grupo Aval. Mr. Melo Acosta previously served as President of Megabanco from 1999 to 2006, of Banco del Estado in 1999 and of Confederación de Cooperativas de Colombia from 1994 to 1998. He has also served in several positions within the Colombian government including as Minister of Employment and Social Security, Superintendent of Finance, Vice Minister of Finance and Public Credit and Secretary of the Monetary Board of the Banco de la República. He holds a law degree with a specialty in socioeconomic sciences from Universidad Javeriana. Miguel Largacha Martínez, age 50, has served as President of Porvenir since 2008. Mr. Largacha Martínez previously served as President of Horizonte Sociedad Administradora de Fondos de Pensiones y de Cesantías S.A., and held other positions within BBVA Colombia S.A., including Executive Vice President and Legal Vice President of Banco Ganadero (the predecessor to BBVA Colombia S.A.) and page 64 Grupo Aval and Banco de Bogota 05 May 2014 has been a member of the board of directors of Fundación Grupo Aval since 2011. He holds a law degree from Universidad Javeriana and has further completed postgraduate studies in Financial Legislation and Executive Management at the Universidad de los Andes. Ernesto Castegnaro, age 63, has served as President of BAC Credomatic since 1983. Mr. Castegnaro joined BAC Credomatic in 1976 and has over 30 years of experience managing credit card operations and over 25 years of experience managing banking operations. He is also a director on the MasterCard Latin America Board of Directors. Mr. Castegnaro holds an MBA in Banking and Finance from INCAE and a Civil Engineering degree from the University of Costa Rica. page 65 Grupo Aval and Banco de Bogota 05 May 2014 page 66 12/2012 3,509,650 2,560,022 6,069,672 (3,198,640) 2,871,032 (515,052) 2,670,921 1,326,048 12/2012 80,506,449 45,464,749 51,021,700 10,464,660 56.5% 63.4% 89.1% 13.00% 12/2012 69,131,883 8,250,223 9,068,096 11.9% 13.1% 1,326,051 (581,704) 12/2012 703,113 1,252,948 1.55% 178.20% 1.20% -5.3% 12/2012 4,623.02 4,623.02 10,009.31 2,028.00 27,200.02 27,200.02 12/2012 4.70% 17.9% 18.1% 2.71% 2.31% 52.7% 12/2012 11.3% 15.6% 15.7% 17.4% 12/2013 3,983,183 3,297,050 7,280,233 (3,782,214) 3,498,019 (777,802) 2,891,403 1,400,022 12/2013 100,669,032 58,221,771 64,093,792 13,379,803 57.8% 63.7% 90.8% 13.29% 12/2013 84,920,570 6,376,262 9,516,212 7.5% 11.2% 1,400,022 (713,169) 12/2013 1,014,508 1,638,431 1.74% 161.50% 1.50% -4.7% 12/2013 4,553.35 4,553.35 11,376.74 2,400.00 32,189.59 32,189.59 12/2013 4.40% 22.2% 16.4% 2.53% 2.19% 52.0% 12/2013 19.9% 21.8% 5.6% 22.6% 12/2014E 4,688,967 3,209,528 7,898,495 (4,195,646) 3,702,849 (839,522) 2,947,327 1,554,204 12/2014E 113,835,367 67,069,402 73,833,760 14,472,623 58.9% 64.9% 90.8% 12.71% 12/2014E 97,408,288 7,586,689 10,726,639 7.8% 11.0% 1,554,204 (811,724) 12/2014E 1,168,677 1,887,414 1.74% 161.50% 1.34% -5.0% 12/2014E 5,054.80 5,054.80 12,042.92 2,640.00 34,724.39 34,724.39 12/2014E 4.37% 22.7% 15.1% 2.17% 1.82% 53.1% 12/2014E 8.5% 5.9% 11.0% 13.8% 12/2015E 5,460,570 3,444,419 8,904,990 (4,615,210) 4,289,779 (953,828) 3,424,151 1,835,110 12/2015E 128,958,151 77,261,557 85,053,856 15,694,536 59.9% 66.0% 90.8% 12.17% 12/2015E 111,743,416 8,936,274 12,076,224 8.0% 10.8% 1,835,110 (892,896) 12/2015E 1,346,275 2,174,234 1.74% 161.50% 1.32% -5.3% 12/2015E 5,968.40 5,968.40 13,951.82 2,904.00 37,920.79 37,920.79 12/2015E 4.50% 22.2% 16.4% 2.19% 1.87% 51.8% 12/2015E 12.7% 15.9% 18.1% 10.0% 12/2016E 0 0 0 0 0 0 0 12/2016E 0 0 0 0 # # # # 12/2016E 0 0 0 0 0 12/2016E 0 0 # 0.00% # 12/2016E 0.00 0.00 0.00 0.00 0.00 0.00 12/2016E 0.00% # 0.00% # 12/2016E -100.0% -100.0% -100.0% 12/2012 15,632,568 12/2013 21,984,179 12/2014E 21,123,260 12/2015E 21,123,260 12/2016E 0 2.6x 5.4x 11.8x 15.5x 3.72% 1.5x 1.5x 3.0x 6.3x 15.7x 17.9x 3.24% 1.6x 1.6x 2.7x 5.7x 13.6x 14.4x 3.84% 1.5x 1.5x 2.4x 4.9x 11.5x 12.1x 4.23% 1.3x 1.3x - Banco de Bogotá Banc o de Bogotá Income Statement (COPmn) Net Interest Income Other income Total revenues Expenses Operating profit Provisions and other items Profit before tax Pre-exceptional net income Balance Sheet (COPmn) Assets Total loans Total deposits Shareholders equity Loans : assets Deposits : assets Loans : deposits Shareholders equity : assets Asset Quality 1 Risk-weighted assets Tier one capital Total capital Tier one ratio Total capital ratio Net profit after tax Dividends Asset Quality 2 Non-performing assets Total risk reserves NPLs : loans NPL coverage Provision charge : average loans Net NPLs : shareholders' funds Share Data EPS (stated) EPS (BTG Pactual adjusted) GOPS DPS BVPS (stated) BVPS (adjusted) Returns Net interest margin (avg assets) Provisions : operating profit RoE RoAdjE RoRWA RoA Cost : income ratio Growth Rates Revenue growth Operating profit growth Net profit growth Dividend growth Company Profile: Banco de Bogotá is the second largest bank in Colombia. In 2012 had a market share of 15% of deposits and 13% of loans. Banco de Bogotá serves all market segments, but with a leading presence in commercial loans with a particular focus on large corporations. Banco the Bogota is also the owner of BAC Credomatic one of the largest banking groups in Central America. BAC is a full-service financial institution with one of the leading credit card issuance and merchant-acquiring businesses in the region, and offers commercial and retail banking, brokerage, insurance, pension fund management and other financial services. 12/2009 12/2009 12/2009 12/2009 12/2009 12/2009 12/2009 - 12/2010 2,443,426 1,737,522 4,180,948 (1,757,919) 2,423,029 (610,612) 1,908,373 914,948 12/2010 59,346,616 33,548,540 37,992,337 6,220,410 56.5% 64.0% 88.3% 10.48% 12/2010 50,663,706 4,497,087 7,634,550 8.9% 15.1% 914,948 (420,459) 12/2010 605,954 1,030,727 1.81% 170.10% -6.8% 12/2010 3,840.61 3,840.61 10,170.98 1,608.00 16,447.42 16,447.42 12/2010 25.2% 24.9% 2.90% 42.0% 12/2010 - 12/2011 2,936,701 2,514,632 5,451,333 (2,967,681) 2,483,652 (139,037) 2,413,105 1,145,713 12/2011 68,809,602 40,035,026 43,366,519 9,302,924 58.2% 63.0% 92.3% 13.52% 12/2011 59,961,060 7,174,741 7,997,901 12.0% 13.3% 1,145,714 (495,653) 12/2011 631,087 1,099,353 1.58% 174.20% 0.38% -5.0% 12/2011 3,994.31 3,994.31 8,658.78 1,728.00 23,866.92 23,866.92 12/2011 4.58% 5.6% 17.7% 3.03% 2.55% 54.4% 12/2011 30.4% 2.5% 25.2% 17.9% Valuation Market capitalization (COPm) Conventional valuation Market cap./Revenues Market cap./Operating profit P/E (stated) P/E (BTG Pactual adjusted) Dividend Yield (net) P/BV (stated) P/BV (adjusted) Source: Company reports and BTG Pactual estimates. Valuations: based on the last share price of that year(E) based on share price as of 02 May 2014 Grupo Aval and Banco de Bogota 05 May 2014 Grupo Aval page 67 Grupo Aval Income Statement (COPbn) Net Interest Income Other income Total revenues Expenses Operating profit Provisions and other items Profit before tax Pre-exceptional net income Balance Sheet (COPbn) Assets Total loans Total deposits Shareholders equity Loans : assets Deposits : assets Loans : deposits Shareholders equity : assets Asset Quality 1 Risk-weighted assets Tier one capital Total capital Tier one ratio Total capital ratio Net profit after tax Dividends Asset Quality 2 Non-performing assets Total risk reserves NPLs : loans NPL coverage Provision charge : average loans Net NPLs : shareholders' funds Share Data EPS (stated) EPS (BTG Pactual adjusted) GOPS DPS BVPS (stated) BVPS (adjusted) Returns Net interest margin (avg assets) Provisions : operating profit RoE RoAdjE RoRWA RoA Cost : income ratio Growth Rates Revenue growth Operating profit growth Net profit growth Dividend growth Company Profile: Grupo Aval (Aval) is Colombia’s largest banking group based on total assets, and also a leading banking group in Central America. Aval through its banks and subsidiaries provides a comprehensive array of financial services and products, ranging from traditional banking services, pension and severance fund management and merchant banking. Grupo Aval consists of four commercial banks in Colombia (Banco de Bogotá, Banco de Occidente, Banco Popular and Banco AV Villas), the largest pension and severance fund manager (Porvenir) in Colombia, the largest merchant bank in Colombia (Corficolombiana) and a leading banking group in Central America (BAC Credomatic). 12/2009 12/2009 12/2009 12/2009 12/2009 12/2009 12/2009 - 12/2010 4,629 2,403 7,032 (3,520) 3,512 (1,027) 2,662 957 12/2010 96,309 58,624 63,669 9,030 60.9% 66.1% 92.1% 9.38% 12/2010 0 0 0 957 (554) 12/2010 1,570 (2,184) 2.68% -139.10% +41.6% 12/2010 68.62 68.62 251.86 37.80 326.64 326.64 12/2010 29.2% 22.2% 2.20% 50.1% 12/2010 - Valuation Market capitalization (COPm) Conventional valuation Market cap./Revenues Market cap./Operating profit P/E (stated) P/E (BTG Pactual adjusted) Dividend Yield (net) P/BV (stated) P/BV (adjusted) 12/2011 5,469 3,192 8,661 (4,933) 3,728 (416) 3,508 1,291 12/2011 111,502 69,948 71,008 13,086 62.7% 63.7% 98.5% 11.74% 12/2011 0 0 0 1,291 (775) 12/2011 1,538 (2,307) 2.20% -150.00% 0.65% +29.4% 12/2011 69.61 69.61 200.96 42.60 439.80 439.80 12/2011 5.26% 11.2% 18.5% 2.24% 57.0% 12/2011 23.2% 6.2% 34.9% 39.8% 12/2012 6,310 3,268 9,578 (5,300) 4,278 (917) 3,809 1,527 12/2012 127,663 80,029 81,463 14,491 62.7% 63.8% 98.2% 11.35% 12/2012 0 0 0 1,526 (913) 12/2012 1,829 (2,546) 2.29% -139.20% 1.22% +30.2% 12/2012 82.28 82.28 230.62 49.20 489.61 489.61 12/2012 5.28% 21.4% 17.8% 2.00% 55.3% 12/2012 10.6% 14.8% 18.2% 17.8% 12/2013 6,981 4,132 11,113 (6,028) 5,085 (1,294) 4,027 1,601 12/2013 154,287 96,514 101,190 18,201 62.6% 65.6% 95.4% 11.80% 12/2013 0 0 0 1,600 (1,029) 12/2013 2,256 (3,073) 2.34% -136.20% 1.47% +29.3% 12/2013 86.27 86.27 251.98 53.10 581.23 581.23 12/2013 4.95% 25.5% 16.4% 1.86% 54.2% 12/2013 16.0% 18.8% 4.8% 12.7% 12/2014E 8,126 3,963 12,089 (6,659) 5,430 (1,427) 4,250 1,930 12/2014E 173,374 111,180 116,568 20,001 64.1% 67.2% 95.4% 11.54% 12/2014E 0 0 0 1,930 (1,161) 12/2014E 2,599 (3,540) 2.34% -136.20% 1.37% +30.7% 12/2014E 94.55 94.55 266.10 56.87 629.20 629.20 12/2014E 4.96% 26.3% 15.6% 1.72% 55.1% 12/2014E 8.8% 6.8% 20.6% 12.8% 12/2015E 9,830 4,253 14,083 (7,458) 6,625 (1,700) 5,185 2,395 12/2015E 195,651 128,076 134,282 21,747 65.5% 68.6% 95.4% 11.12% 12/2015E 0 0 0 2,395 (1,326) 12/2015E 2,994 (4,078) 2.34% -136.20% 1.42% +32.5% 12/2015E 117.35 117.35 324.67 64.97 686.39 686.39 12/2015E 5.33% 25.7% 17.9% 1.86% 53.0% 12/2015E 16.5% 22.0% 24.1% 14.3% 12/2016E 0 0 0 0 0 0 0 12/2016E 0 0 0 0 # # # # 12/2016E 0 0 0 0 0 12/2016E 0 0 # 0.00% # 12/2016E 0.00 0.00 0.00 0.00 0.00 0.00 12/2016E 0.00% # # 12/2016E -100.0% -100.0% -100.0% 12/2012 23,931,779 12/2013 26,130,882 12/2014E 26,529,026 12/2015E 26,529,026 12/2016E 0 2.5x 5.6x 15.7x 22.2x 3.81% 1.7x 1.7x 2.4x 5.1x 16.3x 19.2x 3.94% 1.4x 1.4x 2.2x 4.9x 13.7x 15.8x 4.37% 1.3x 1.3x 1.9x 4.0x 11.1x 12.4x 5.00% 1.2x 1.2x - Source: Company reports and BTG Pactual estimates. Valuations: based on the last share price of that year(E) based on share price as of 02 May 2014 Grupo Aval and Banco de Bogota 05 May 2014 page 68 Required Disclosures This report has been prepared by BTG Pactual US Capital LLC. The figures contained in performance charts refer to the past; past performance is not a reliable indicator of future results. BTG Pactual Rating Buy Neutral Sell Definition Coverage *1 IB Services *2 Expected total return 10% above the company’s sector average. Expected total return between +10% and -10% the company’s sector average. Expected total return 10% below the company’s sector average. 55% 46% 41% 46% 4% 0% 1: Percentage of companies under coverage globally within the 12-month rating category. 2: Percentage of companies within the 12-month rating category for which investment banking (IB) services were provided within the past 12 months. 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Our target prices are highly dependent on the level of country risk. Company Disclosures Company Name Banco de Bogotá 1, 2, 4, 6, 18, 19, 20 Grupo Aval 1, 18, 20, 22 Reuters N.A. N.A. 12-mo rating Neutral Neutral Price COP68,520.00 COP1,300.00 Price date 5-5-2014 5-5-2014 1. Within the past 12 months, BTG Pactual US or its affiliates has received compensation for investment banking services from this company/entity. 2. BTG Pactual US or its affiliates expect to receive or intend to seek compensation for investment banking services and/or products and services other than investment services from this company/entity within the next three months. 4. This company/entity is, or within the past 12 months has been, a client of BTG Pactual US or its affiliates, and investment banking services are being, or have been, provided. 6. 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Grupo Aval and Banco de Bogota 05 May 2014 Banco de Bogotá Stock Price (COP) Price Target (COP) 80000.0 70000.0 60000.0 50000.0 40000.0 30000.0 20000.0 10000.0 5-May-14 5-Feb-14 5-Nov-13 5-Aug-13 5-May-13 5-Feb-13 5-Nov-12 5-Aug-12 5-May-12 5-Feb-12 5-Nov-11 5-Aug-11 5-May-11 0.0 Buy Neutral Sell No Rating Source: BTG Pactual and Economatica. Prices as of 05 May 2014 Grupo Aval Stock Price (COP) Price Target (COP) 1600.0 1400.0 1200.0 1000.0 800.0 600.0 400.0 200.0 Buy Neutral Sell No Rating Source: BTG Pactual and Economatica. Prices as of 05 May 2014 5-May-14 5-Feb-14 5-Nov-13 5-Aug-13 5-May-13 5-Feb-13 5-Nov-12 5-Aug-12 5-May-12 5-Feb-12 5-Nov-11 5-Aug-11 5-May-11 0.0 page 69 Grupo Aval and Banco de Bogota 05 May 2014 page 70 Global Disclaimer This report has been prepared by BTG Pactual US Capital LLC (“BTG Pactual US,”), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation, and BTG Pactual US is distributing this report in the United States. BTG Pactual US is an affiliate of Banco BTG Pactual S.A, a Brazilian regulated bank. BTG Pactual US assumes responsibility for this research for purposes of U.S. law. Any U.S. person receiving this report and wishing to effect any transaction in a security discussed in this report should do so with BTG Pactual US at 212-293-4600, 601 Lexington Ave. 57th Floor, New York, NY 10022. 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