CONFORMED COPY SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1933 For the month of August 2004 BANCOLOMBIA S.A. ---------------- (Translation of Registrant's name into English) Calle 50 No. 51-66 Medellin, Colombia ------------------ (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F [X] Form 40-F (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes [ ] No [X] (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________.) This Report on Form 6-K shall be incorporated by reference into the registrant's registration statement on Form F-3 (File No. 333-12658). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANCOLOMBIA S.A. (Registrant) Date: August 9, 2004 By /s/ JAIME ALBERTO VELASQUEZ B. -------------------------------- Name: Jaime Alberto Velasquez B. Title: Vice President of Finance CIB [BANCOLOMBIA LOGO] LISTED NYSE CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2004 Table of Contents 1. HIGHLIGHTS 2. CONSOLIDATED BALANCE SHEET 3. INCOME STATEMENT 4. SUBSIDIARIES 5. CORPORATE GOVERNANCE 6. RECOGNITIONS AUGUST 9, 2004. Medellin, Colombia - BANCOLOMBIA S.A. (NYSE: CIB) announced today the financial results for the quarter ended June 30, 2004.(1) CONSOLIDATED INCOME STATEMENT AND BALANCE SHEET QUARTER GROWTH (PS MILLIONS) 1Q 04 2Q 04 2Q 04/1Q 04 ---------- ---------- ----------- ASSETS Loans and financial leases, net 7.949.252 8.453.562 6,34% Investment securities, net 5.081.644 5.238.888 3,09% Other assets 2.410.642 2.414.914 0,18% ---------- ---------- ------ TOTAL ASSETS 15.441.538 16.107.364 4,31% ---------- ---------- ------ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits 10.304.446 10.583.982 2,71% Other liabilities 3.445.294 3.798.687 10,26% TOTAL LIABILITIES 13.749.740 14.382.669 4,60% Shareholders' equity 1.691.798 1.724.695 1,94% ---------- ---------- ------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 15.441.538 16.107.364 4,31% ---------- ---------- ------ Interest income 451.128 375.883 -16,68% Interest expense 131.245 139.004 5,91% NET INTEREST INCOME 319.883 236.879 -25,95% Net provisions (34.804) (3.760) -89,20% Other operating income 151.976 142.184 -6,44% Other operating expense (227.536) (226.540) -0,44% Non-operating income, net (9.368) 4.747 150,67% Income tax expense (76.103) (36.927) -51,48% ---------- ---------- ------ NET INCOME 124.048 116.583 -6,02% ---------- ---------- ------ ------------------ (1) This report corresponds to the consolidated financial statements of BANCOLOMBIA and its affiliates of which it owns, directly or indirectly, 50% or more of the voting capital stock. For this reason, the financial information contained herein is not comparable to BANCOLOMBIA's consolidated results (with its financial subsidiaries) released prior to March 2003. This information has been prepared in accordance with generally accepted accounting principles in Colombia, is stated in nominal terms and has not been audited. All growth rates mentioned herein are not adjusted for inflation. ANY REFERENCE TO BANCOLOMBIA MUST BE UNDERSTOOD AS TO THE BANK AND ITS AFFILIATES, UNLESS OTHERWISE SPECIFIED. Exchange rate: June 30, 2004 Ps 2,694.09 = 1 US$ Average exchange rate June 2004 Ps 2,701.54 = 1 US$ CONTACTS Jaime A. Velasquez Mauricio Botero Fax: (574) 2317208 Financial VP IR Manager www.bancolombia.com Tel.: (574) 5108666 Tel.: (574) 5108866 investorrelations@bancolombia.co 1 [BANCOLOMBIA LOGO] 2Q04 1. HIGHLIGHTS: - BANCOLOMBIA's Income before income taxes amounted to Ps 153.5 billion, decreasing 23.3% as compared to Ps 200.2 billion from the previous quarter, but increasing 10.1% as compared to Ps 139.5 billion from the second quarter of 2003. These figures show the impact of the tax credit's reduction. - Net income amounted to Ps 116.6 billion, or US$ 0.300 per ADS, during the quarter ended June 30, 2004, as compared to a net income of Ps 124.0 billion, or US$ 0.321 per ADS, for the previous quarter and Ps 122.8 billion, or US$ 0.301 per ADS, during the quarter ended June 30, 2003. - During the second quarter of 2004, interest on loans amounted to Ps 276.6 billion, which represents an increase of 7.3% over the quarter from Ps 257.9 billion and 31.1% as compared to the second quarter of 2003 when they amounted to Ps 211.0 billion. - BANCOLOMBIA's gross loans amounted to 8,893.0 billion, increasing 6.2% as compared to Ps 8,373.2 billion from the previous quarter. In year over year basis, this represents an increase of 23.4%, from Ps 7,206.8 billion. - In spite of the positive growth of interest on loans, net interest margin decreased to 7.4% during the second quarter of 2004. This was due to the Colombian bond price decline when domestic rates incorporated expectations of possible rate increases by the U.S. Federal Reserve. - Total net fees and income from services maintain strong growth rates, amounting to Ps 107.3 billion, increasing 8.6% from the previous quarter and 32.1% as compared to the second quarter of 2003. - BANCOLOMBIA's ratio of past due loans to total loans for the quarter ended June 30, 2004 was 1.8%, and allowances to past due loans was 276%. QUARTERS STOCK INDICATORS 2Q 03 1Q 04 2Q 04 ----------- ----------- ----------- Net Income (Ps millions) 122.779 124.048 116.583 USD Earnings per ADS 0,301 0,321 0,300 ROAA 3,77% 3,52% 3,17% ROAE 36,63% 31,88% 28,57% P/BV ADS (1) 1,36 1,73 1,50 P/BV Local (2) (3) 1,36 1,84 1,54 P/E (4) 4,11 6,16 5,65 Shares Outstanding 576.695.395 576.695.395 576.695.395 (1) Defined as ADS price divided by ADS book value. (2) Defined as Share price divided by share book value. (3) Share prices on the Colombian Stock Exchange (4) Defined as Market Capitalization divided by annualized quarter results CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All forward-looking statements, whether made in this release or in future filings or press releases or orally, address matters that involve risks and uncertainties; consequently, there are or will be factors, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products by other companies, lack of acceptances of new products or services by our targeted customers, changes in business strategy and various others factors, that could cause actual results to differ materially from those indicated in such statements. We do not intend, and do not assume any obligation, to update these forward-looking statements. 2 [BANCOLOMBIA LOGO] 2Q04 2. CONSOLIDATED BALANCE SHEET 2.1 ASSETS BANCOLOMBIA's total assets increased 4.3% over the quarter to Ps 16,107 billion as of June 30, 2004, from Ps 15,442 billion as of March 31 of this year, and 16.7% from Ps 13,798 billion as of June 30, 2003. The increase in total assets was primarily due to a larger loan portfolio. 2.1.1 LOAN PORTFOLIO Total corporate loans increased 3.1% quarter over quarter from Ps 4,894 billion to Ps 5,047 billion. They also increased as compared to the same period in fiscal year 2003, moving up 9.9%. Corporate working capital loans increased 3.3% over the quarter and 10.4% as compared to the second quarter in year 2003. LOAN PORTFOLIO AS OF GROWTH (PS MILLIONS) 30-JUN-03 31-MAR-04 30-JUN-04 2Q 04/1Q 04 2Q 04/2Q 03 --------- --------- --------- ----------- ----------- CORPORATE Working capital loans 3.987.546 4.263.643 4.402.620 3,26% 10,41% Loans funded by domestic development banks 384.138 410.068 380.353 -7,25% -0,99% Trade Financing 157.682 151.378 190.854 26,08% 21,04% Overdrafts 58.123 48.481 53.223 9,78% -8,43% Credit Cards 6.813 20.891 19.985 -4,34% 193,34% --------- --------- --------- ----- ------- TOTAL CORPORATE 4.594.302 4.894.461 5.047.035 3,12% 9,85% --------- --------- --------- ----- ------- RETAIL AND SMES Working capital loans 775.193 951.858 1.088.583 14,36% 40,43% Personal loans 621.117 846.659 918.456 8,48% 47,87% Loans funded by domestic development banks 307.304 340.278 345.007 1,39% 12,27% Credit Cards 288.823 323.239 336.063 3,97% 16,36% Overdrafts 106.965 110.288 118.696 7,62% 10,97% Automobile loans 25.898 255.289 293.799 15,08% 1034,45% Trade Financing 11.346 17.976 26.283 46,21% 131,65% TOTAL RETAIL AND SMES 2.136.646 2.845.587 3.126.887 9,89% 46,35% MORTGAGE 40.499 49.740 48.560 -2,37% 19,90% FINANCIAL LEASES(1) 435.335 583.438 670.546 14,93% 54,03% --------- --------- --------- ----- ------- TOTAL LOANS AND FINANCIAL LEASES 7.206.782 8.373.226 8.893.028 6,21% 23,40% --------- --------- --------- ----- ------- ALLOWANCE FOR LOAN LOSSES AND FINANCIAL LEASES (1) (322.549) (423.974) (439.466) 3,65% 36,25% --------- --------- --------- ----- ------- TOTAL LOANS AND FINANCIAL LEASES, NET 6.884.233 7.949.252 8.453.562 6,34% 22,80% --------- --------- --------- ----- ------- (1) This items includes information of financial lease contracts for effects of comparison with subsequent periods. The retail and SMEs (small and medium-sized enterprises) loan portfolio maintains robust growth rates. It amounted to Ps 3,127 billion, increasing 9.9% over the quarter and 46.4% over the year. Even though all types of retail and SMEs loans showed positive trends, the most significant changes during the quarter were seen in working capital loans, which benefit primarily SMEs, and in personal loans, showing annual increases of 40.4% and 47.9%, respectively. 3 [BANCOLOMBIA LOGO] 2Q04 Financial leases for both, corporate and SMEs clients, increased 14.9% over the quarter and 54.0% over the year. These positive figures are explained by the recovery of corporate investment budgets, confidence in business policies and a more beneficial tax legislation. 2.1.2 ASSET QUALITY As of June 30, 2004 the Bank's past due loans as a percentage of total loans remained at the low level of 1.8%. Loans classified as C, D and E reached 4.6% of total loans, continuing their decline. Furthermore, allowances to past due loans for the quarter were 276%. LOAN CLASSIFICATION (PS MILLIONS) AS OF 30-JUN-03 AS OF 31-MAR-04 AS OF 30-JUN-04 --------------------- ---------------------- ----------------------------- "A" Normal 6.155.490 85,4% 7.547.168 90,1% 8.097.116 91,1% "B" Subnormal 588.662 8,2% 404.427 4,8% 391.174 4,4% "C" Deficient 85.911 1,2% 118.601 1,4% 99.457 1,1% "D" Doubtful recovery 281.763 3,9% 199.400 2,4% 207.537 2,3% "E" Unrecoverable 94.956 1,3% 103.630 1,3% 97.744 1,1% TOTAL 7.206.782 100% 8.373.226 100% 8.893.028 100% LOANS CLASSIFIED AS C, D AND E AS A PERCENTAGE OF TOTAL LOANS 6,4% 5,0% 4,6% ASSET QUALITY AS OF GROWTH (PS MILLIONS) 30-JUN-03 31-MAR-04 30-JUN-04 2Q 04/1Q 04 2Q 04/2Q 03 --------- --------- --------- ----------- ----------- Total performing past due loans (3) 68.067 52.484 65.182 24,19% -4,24% Total non-performing past due loans (1) (3) 92.268 95.066 96.018 1,00% 4,06% Total past due loans (3) 160.335 147.550 161.200 9,25% 0,54% Allowance for loans and accrued interest losses 328.456 430.048 444.952 3,47% 35,47% Past due loans to total loans 2,22% 1,76% 1,81% Non-performing loans to total loans 1,28% 1,14% 1,08% C, D, and E loans to total loans 6,42% 5,04% 4,55% Allowances to past due loans (2) 204,86% 291,46% 276,02% Allowances to C, D, and E loans (2) 71,00% 102,00% 109,94% Allowances to non-performing loans (2) 355,98% 452,37% 463,40% Allowances to total loans 4,56% 5,14% 5,00% Performing loans to total loans 98,72% 98,86% 98,92% (1) Non-performing loans comprise consumer loans that are past due 60 days or more, commercial loans that are past due 90 days or more, and mortgage loans that are past due 120 days or more. (2) Allowance means allowance for loan and accrued interest losses. (3) This items includes information of financial lease contracts for effects of comparison with subsequent periods. 2.2 LIABILITIES The Bank has improved its funding mix, not only with the Bank's bond issuance of Ps 400 billion during the first quarter of the current year, but with the increase of non-interest bearing deposits. Total deposits increased 2.7% over the quarter and 10.3% over the year, to the amount of Ps 10,584 billion as of June 30, 2004. During the last twelve-month period, interest bearing deposits increased 8.0%, while non-interest bearing deposits increased at a much higher rate of 20.5%. 4 [BANCOLOMBIA LOGO] 2Q04 Bonds increased to Ps 522.9 billion due to Leasing Colombia's issuance of bonds of Ps 51 billion on June 8, 2004. AS OF DEPOSIT MIX COMPOSITION 30-JUN-03 31-MAR-04 30-JUN-04 --------- --------- --------- NON-INTEREST BEARING 18,25% 20,32% 19,94% Checking accounts 16,73% 17,69% 18,19% Other 1,52% 2,62% 1,75% ------ ------ ------ INTEREST BEARING 81,75% 79,68% 80,06% Checking accounts 11,79% 10,44% 11,54% Time deposits 44,04% 41,55% 38,91% Savings deposits 25,92% 27,70% 29,61% ------ ------ ------ TOTAL DEPOSITS 100,00% 100,00% 100,00% ------ ------ ------ 2.3 SHAREHOLDERS' EQUITY BANCOLOMBIA's shareholders' equity totaled Ps 1,725 billion at the end of the second quarter of 2004. It increased 1.9% and 16.5%, as compared to the previous quarter and the second quarter of 2003, respectively. Unrealized gains on investment debt securities totaled Ps 43.7 billion as of June 30, 2004. At the end of the second quarter, the Bank's consolidated ratio of technical capital to risk weighted assets remained stable at 12.53% on year over year basis. TECHNICAL CAPITAL AS OF CONSOLIDATED (PS MILLIONS) 30-JUN-03 31-MAR-04 30-JUN-04 --------- ---------- --------- Basic capital (Tier I) 969.178 1.179.601 1.264.690 Additional capital (Tier II) 275.264 282.589 238.358 Technical capital (1) 1.244.442 1.462.190 1.503.048 Risk weighted assets 9.928.616 11.553.069 11.991.482 CAPITAL ADEQUACY (2) 12,53% 12,66% 12,53% (1) Technical capital is the sum of basic capital and additional capital. (2) Capital Adequacy is Technical capital divided by Risk weighted assets 5 [BANCOLOMBIA LOGO] 2Q04 3. INCOME STATEMENT BANCOLOMBIA's net income amounted to Ps 116.6 billion during the quarter ended June 30, 2004, as compared to net income of Ps 124.0 billion for the previous quarter and Ps 122.8 billion for the same period last year. 3.1 NET INTEREST INCOME Net interest income decreased to Ps 236.9 billion for the quarter ended June 30, 2004, as compared to Ps 319.9 billion for the previous quarter and Ps 279.0 billion for the second quarter of 2003. Even though interest on loans increased to the amount of Ps 276.6 billion, interest on investment securities only reached Ps 72.9 billion due to the mark to market impact on Colombian bond price declines which took place at the beginning of the second quarter when domestic rates incorporated the expectations of possible rate increases by the U.S. Federal Reserve. 3.2 PROVISIONS Provisions for loan and interest losses amounted to Ps 23.7 billion, increasing 14.2% as compared to the previous quarter, while total net provisions amounted to Ps 3.8 billion, decreasing 89.2% as compared to the first quarter of 2004. This decrease is mainly explained by the recoveries related to previously charged-off loans. 3.3 FEES AND INCOME FROM SERVICES Fee income generation continues to be one of the Bank's main objectives. Total net fees and other service income increased to Ps 107.3 billion during the second quarter of 2004, this represents an increase of 8.6% as compared to Ps 98.8 billion for the previous quarter and a 32.1% increase as compared to Ps 81.2 billion for the second quarter of 2003. The commissions from banking services, such as: electronic banking, cash management and cash collection, continued to show a very positive trend with a strong increase of 10.3% quarterly and 63.5% in a year over year basis. Similarly, credit card merchant services and fees from fiduciary activities increased 36.7% and 27.5%, respectively. CREDIT CARD MARKET SHARE % 2004 NUMBER OF CREDIT CARDS AS OF JUNE 30, 2003 2004 GROWTH MKT. SHARE --------- --------- ------ ---------- Bancolombia VISA 102.598 114.830 11,9% 4,5% Bancolombia Mastercard 156.763 165.225 5,4% 6,4% Bancolombia American Express 42.682 68.493 60,5% 2,7% TOTAL BANCOLOMBIA 302.043 348.548 15,4% 13,6% --------- --------- ---- ---- Colombian credit card industry 2.321.768 2.566.675 10,5% --------- --------- ---- Source: Credibanco, American Express and Red Multicolor. 6 [BANCOLOMBIA LOGO] 2Q04 ACCUMULATED CREDIT CARD BILLING % 2004 (AS OF JUNE 30, IN PS MILLION) 2003 2004 GROWTH MKT. SHARE --------- --------- ------ ---------- Bancolombia VISA 176.322 238.222 35,1% 5,2% Bancolombia Mastercard 365.783 421.343 15,2% 9,2% Bancolombia American Express 94.443 172.958 83,1% 3,8% TOTAL BANCOLOMBIA 636.548 832.523 30,8% 18,2% --------- --------- ---- ---- Colombian credit card industry 3.724.039 4.581.745 23,0% --------- --------- ---- Source: Credibanco, American Express and Red Multicolor During the first half of the year, BANCOLOMBIA's reached first place in credit card billing increasing 30.8% as compared to the same period of 2003, resulting in an 18.2% market share of the Colombian credit card business. In addition, the Bank's number of outstanding credit cards increased 15.4%, resulting in a 13.6% market share. The Bank's American Express credit card showed an excellent performance, increasing its billing to Ps 173 billion and the number of outstanding credit cards to more than 68,000 cards, as of June 30, 2004 reaching a market share of 3.8% and 2.7%, respectively. DEBIT CARD MARKET SHARE % 2004 NUMBER OF DEBIT CARDS AS OF JUNE 30, 2003 2004 GROWTH MKT. SHARE --------- ---------- ------ ---------- Bancolombia Maestro 889.322 1.191.433 34,0% 11,8% Bancolombia Masterdebit 147.261 152.709 3,7% 1,5% TOTAL BANCOLOMBIA 1.036.583 1.344.142 29,7% 13,3% --------- ---------- ---- ---- Colombian credit card industry 8.959.743 10.087.513 12,6% --------- ---------- ---- Source: Redeban As of June 30, 2004 BANCOLOMBIA's outstanding debit cards increased 29.7% in a year over year basis, increasing its market share from 11.6% to 13.3%. Likewise, accumulated debit card billing increased 45.9%, increasing its market share from 14.2% to 16.6%. ACCUMULATED DEBIT CARD BILLING % 2004 (AS OF JUNE 30, IN PS MILLIONS) 2003 2004 GROWTH MKT. SHARE ------ ------ ------ ---------- Bancolombia Maestro 1.648 2.546 54,5% 12,4% Bancolombia Masterdebit 692 867 25,3% 4,2% TOTAL BANCOLOMBIA 2.340 3.413 45,9% 16,6% ------ ------ ---- ---- Colombian debit card industry 16.506 20.564 24,6% ------ ------ ---- Source: Redeban 3.4 OPERATING EXPENSES Total operating expenses were stable quarter over quarter amounting to Ps 220.9 billion. Nevertheless, due to the decrease in net interest income explained in section 3.1, BANCOLOMBIA's efficiency ratio reached 59.8%. 7 [BANCOLOMBIA LOGO] 2Q04 MAIN RATIOS QUARTERS PROFITABILITY 2Q 03 1Q 04 2Q 04 ------ ------ ------ Net interest margin (1) 9,92% 10,38% 7,36% Return on average total assets (2) 3,77% 3,52% 3,17% Return on average shareholders' equity (3) 36,63% 31,88% 28,57% EFFICIENCY Operating expenses to net operating income (4) 48,58% 48,09% 59,76% Operating expenses to average total assets (4) 6,00% 6,45% 6,16% CAPITAL ADEQUACY Shareholders' equity to total assets 10,73% 10,96% 10,71% Technical capital to risk weighted assets 12,53% 12,66% 12,53% (1) Defined as Net Interest Income divided by monthly average interest-earning assets. (2) Net income divided by monthly average total assets. (3) Net income divided by monthly average shareholders' equity. (4) Operating income includes net interest income, total fees and income from services, and total other operating income. The efficiency ratios contained herein are not comparable to those previously released by BANCOLOMBIA because merger expenses have been included as operating expenses. 3.5 OTHER OPERATING INCOME Other operating income totaled Ps 34.9 billion during the second quarter of 2004, a 34.4% decrease from Ps 53.2 billion during the previous quarter. The decrease resulted from lower dividend income, as the dividend income in Colombia is recorded when announced which regularly takes place during the first quarter. 8 [BANCOLOMBIA LOGO] 2Q04 4. SUBSIDIARIES BANCOLOMBIA PANAMA AND ITS SUBSIDIARIES The following table is expressed in US dollars. BANCOLOMBIA PANAMA AND ITS SUBSIDIARIES BALANCE SHEET AND INCOME STATEMENT QUARTER GROWTH (US$) 1Q 04 2Q 04 2Q 04/1Q 04 ------------- ------------- ----------- ASSETS Loans and financial leases, net 529.520.180 521.118.663 -1,59% Investment securities, net 501.426.570 508.776.132 1,47% Overnight funds sold 131.350.618 109.401.486 -16,71% Other assets 47.695.944 41.388.857 -13,22% ------------- ------------- ------ TOTAL ASSETS 1.209.993.312 1.180.685.138 -2,42% ------------- ------------- ------ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits 1.039.175.184 1.022.790.639 -1,58% Other liabilities 8.971.956 5.733.688 -36,09% TOTAL LIABILITIES 1.048.147.140 1.028.524.327 -1,87% Shareholders' equity 161.846.172 152.160.811 -5,98% ------------- ------------- ------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1.209.993.312 1.180.685.138 -2,42% ------------- ------------- ------ Interest income 20.834.651 16.528.605 -20,67% Interest expense (4.409.984) (4.263.276) -3,33% NET INTEREST INCOME 16.424.667 12.265.329 -25,32% Net provisions (6.873.368) (99.229) -98,56% Other operating income 1.140.750 297.755 -73,90% Other operating expense (638.385) (533.777) -16,39% ------------- ------------- ------ NET INCOME 10.053.664 11.930.078 18,66% ------------- ------------- ------ BANCOLOMBIA Panama's total assets decreased 2.4% over the quarter to US$1,181 million as of June 30, 2004, as compared to US$1,210 million as of March 31, 2004. On the other hand, shareholders' equity decreased 6.0% over the quarter from US$162 million as of March 31, 2004, to US$152 million as of June 30, 2004. Unrealized gains on investment securities totaled US$4.0 million as of June 30, 2004. BANCOLOMBIA Panama reported net income of US$11.9 million during the quarter, up 18.7% as compared to net income of US$10.1 million for the first quarter of the year, mainly due to the recovery of provisions on investments. 9 [BANCOLOMBIA LOGO] 2Q04 5. CORPORATE GOVERNANCE The Board of Directors of BANCOLOMBIA S.A. approved a new Corporate Governance Code which updates and conforms the Bank's policies and practices to international standards in matters of corporate governance, including the OECD's "White Paper on Corporate Governance for Latin America", NYSE standards for foreign issuers as well as the Andean Corporate Governance Code proposed by CAF. The new Corporate Governance Code supersedes the previous code approved by the Board of Directors of BANCOLOMBIA S.A. in August 2001 and supplements the Bank's bylaws and other organizational documents. The text of the Code is available at BANCOLOMBIA's website: www.bancolombia.com. We are currently updating BANCOLOMBIA's website and expect to make the information available in accordance with the Code's provisions on the subject of disclosure soon. In the event of any conflict between the Spanish and the English version of the Code, for all purposes the Spanish version of the Code will prevail. 10 [BANCOLOMBIA LOGO] 2Q04 6. RECOGNITIONS Euromoney magazine selected BANCOLOMBIA as the Best Bank in Colombia in its June edition, [EUROMONEY BOOK LOGO] "BANCOLOMBIA is the biggest and most transparent bank in Colombia...(The Bank) is a single entity with a first-rate reputation, which makes its workings and market position easier to understand". - BANCOLOMBIA was ranked as the number one bank in Colombia by the British magazine The Banker in its July's edition. - In June, Global Finance magazine selected BANCOLOMBIA as the Best Bank in Colombia in Trade Finance and Foreign Exchange. - The market research firm YANHAAS in its last evaluation of advertisement impact, rated BANCOLOMBIA's brand as the leader among financial institutions, as well as the number one bank in customer intention of purchase. 11 [BANCOLOMBIA LOGO] 2Q04 CONSOLIDATED BALANCE SHEET AS OF GROWTH (PS MILLIONS) 30-JUN-03 31-MAR-04 30-JUN-04 2Q 04/1Q 04 2Q 04/2Q 03 ---------- ---------- ---------- ----------- ----------- ASSETS Cash and due from banks 691.319 716.943 639.644 -10,78% -7,47% Overnight funds sold 833.654 379.588 423.373 11,53% -49,21% TOTAL CASH AND EQUIVALENTS 1.524.973 1.096.531 1.063.017 -3,06% -30,29% ---------- ---------- ---------- ------ ------ DEBT SECURITIES 4.002.565 4.912.921 5.039.124 2,57% 25,90% Trading 1.413.992 2.055.356 2.111.136 2,71% 49,30% Available for Sale 1.835.468 2.133.985 2.268.043 6,28% 23,57% Held to Maturity 753.105 723.580 659.945 -8,79% -12,37% EQUITY SECURITIES 243.259 260.606 283.288 8,70% 16,46% Trading 18.507 15.255 43.159 182,92% 133,20% Available for Sale 224.752 245.351 240.129 -2,13% 6,84% Market value allowance (93.205) (91.883) (83.524) -9,10% -10,39% NET INVESTMENT SECURITIES 4.152.619 5.081.644 5.238.888 3,09% 26,16% ---------- ---------- ---------- ------ ------ Gross loans and financial leases 7.206.782 8.373.226 8.893.028 6,21% 23,40% Allowance for loan losses (322.549) (423.974) (439.466) 3,65% 36,25% NET TOTAL LOANS 6.884.233 7.949.252 8.453.562 6,34% 22,80% ---------- ---------- ---------- ------ ------ Accrued interest receivable on loans 93.979 91.724 104.869 14,33% 11,59% Allowance for accrued interest losses (5.907) (6.074) (5.486) -9,68% -7,13% NET TOTAL INTEREST ACCRUED 88.072 85.650 99.383 16,03% 12,84% ---------- ---------- ---------- ------ ------ Customers' acceptances and derivatives 75.240 61.730 67.102 8,70% -10,82% Net accounts receivable 127.376 147.233 162.264 10,21% 27,39% Net premises and equipment 317.073 354.412 371.661 4,87% 17,22% Foreclosed assets 39.064 24.212 30.961 27,87% -20,74% Prepaid expenses and deferred charges 36.690 26.002 18.336 -29,48% -50,02% Good will 107.580 94.062 87.905 -6,55% -18,29% Operating leases, net 8.820 10.544 9.965 -5,49% 12,98% Other 166.903 251.676 237.437 -5,66% 42,26% Reappraisal of assets 268.938 258.590 266.883 3,21% -0,76% ---------- ---------- ---------- ------ ------ TOTAL ASSETS 13.797.581 15.441.538 16.107.364 4,31% 16,74% ---------- ---------- ---------- ------ ------ LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES DEPOSITS NON-INTEREST BEARING 1.751.090 2.093.667 2.110.170 0,79% 20,51% Checking accounts 1.605.330 1.823.222 1.924.749 5,57% 19,90% Other 145.760 270.445 185.421 -31,44% 27,21% ---------- ---------- ---------- ------ ------ INTEREST BEARING 7.843.620 8.210.779 8.473.812 3,20% 8,03% Checking accounts 1.131.381 1.075.653 1.221.367 13,55% 7,95% Time deposits 4.225.196 4.281.006 4.118.498 -3,80% -2,53% Savings deposits 2.487.043 2.854.120 3.133.947 9,80% 26,01% ---------- ---------- ---------- ------ ------ TOTAL DEPOSITS 9.594.710 10.304.446 10.583.982 2,71% 10,31% Overnight funds 965.196 714.712 1.097.369 53,54% 13,69% Bank acceptances outstanding 31.767 37.139 48.632 30,95% 53,09% Interbank borrowings 179.579 379.845 253.365 -33,30% 41,09% Borrowings from domestic development banks 634.238 768.977 762.680 -0,82% 20,25% Accounts payable 541.581 660.061 660.855 0,12% 22,02% Other liabilities 131.105 170.518 158.719 -6,92% 21,06% Bonds 62.742 475.520 522.896 9,96% 733,41% Accrued expenses 131.899 198.642 253.172 27,45% 91,94% Minority interest in consolidated subsidiaries 44.579 39.880 40.999 2,81% -8,03% ---------- ---------- ---------- ------ ------ TOTAL LIABILITIES 12.317.396 13.749.740 14.382.669 4,60% 16,77% ---------- ---------- ---------- ------ ------ Shareholders' equity 1.480.185 1.691.798 1.724.695 1,94% 16,52% ---------- ---------- ---------- ------ ------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13.797.581 15.441.538 16.107.364 4,31% 16,74% ---------- ---------- ---------- ------ ------ 12 [BANCOLOMBIA LOGO] 2Q04 CONSOLIDATED INCOME STATEMENT AS OF GROWTH QUARTER (PS MILLIONS) JUN-03 JUN-04 JUN-04/JUN-03 2Q 03 1Q 04 ------- ------- ------------- ------- ------- INTEREST INCOME AND EXPENSES Interest on loans 398.258 534.442 34,19% 210.998 257.870 Interest on investment securities 297.534 242.742 -18,42% 163.734 169.865 Overnight funds 8.708 7.753 -10,97% 5.161 3.614 Leasing 25.147 42.074 67,31% 13.146 19.779 TOTAL INTEREST INCOME 729.647 827.011 13,34% 393.039 451.128 ------- ------- ------- ------- ------- Interest expense Checking accounts 6.020 6.238 3,62% 3.074 3.163 Time deposits 112.594 125.267 11,26% 57.500 62.452 Savings deposits 57.199 67.743 18,43% 29.906 30.064 TOTAL INTEREST ON DEPOSITS 175.813 199.248 13,33% 90.480 95.679 ------- ------- ------- ------- ------- Interbank borrowings 2.375 2.402 1,14% 691 1.502 Borrowings from domestic development banks 27.485 35.646 29,69% 14.152 17.776 Overnight funds 14.968 15.666 4,66% 8.077 10.022 Bonds 1.372 17.287 1159,99% 687 6.266 TOTAL INTEREST EXPENSE 222.013 270.249 21,73% 114.087 131.245 ------- ------- ------- ------- ------- NET INTEREST INCOME 507.634 556.762 9,68% 278.952 319.883 Provision for loan and accrued interest losses, net (85.498) (44.399) -48,07% (43.038) (20.731) Recovery of charged-off loans 16.411 14.069 -14,27% 12.022 6.233 Provision for foreclosed assets and other assets (55.062) (18.893) -65,69% (33.003) (21.420) Recovery of provisions for foreclosed assets and other assets 3.324 10.659 220,67% 2.594 1.114 ------- ------- ------- ------- ------- TOTAL NET PROVISIONS (120.825) (38.564) -68,08% (61.425) (34.804) NET INTEREST INCOME AFTER PROVISION FOR LOANS AND ACCRUED INTEREST LOSSES 386.809 518.198 33,97% 217.527 285.079 ------- ------- ------- ------- ------- Commissions from banking services 61.041 93.396 53,01% 29.955 44.417 Credit card merchant fees 25.683 36.309 41,37% 13.673 17.614 Credit and debit card annual fees 28.200 33.229 17,83% 14.853 16.247 Checking fees 24.726 24.100 -2,53% 13.683 12.019 Warehouse services 21.077 23.102 9,61% 11.429 11.313 Fiduciary activities 18.328 25.826 40,91% 10.252 12.754 Check remittance 10.459 5.561 -46,83% 5.121 2.833 International operations 12.408 9.690 -21,91% 6.259 5.170 FEES AND OTHER SERVICE INCOME 201.922 251.213 24,41% 105.225 122.367 ------- ------- ------- ------- ------- Fees and other service expenses (40.280) (45.078) 11,91% (23.995) (23.549) TOTAL FEES AND INCOME FROM SERVICES, NET 161.642 206.135 27,53% 81.230 98.818 ------- ------- ------- ------- ------- OTHER OPERATING INCOME Net foreign exchange gains (27.402) (47.896) 74,79% (35.952) (58.726) Forward contracts in foreign currency 54.830 75.698 38,06% 53.417 72.443 Dividend income 10.789 15.909 47,46% 1.257 14.918 Revenues from commercial subsidiaries 36.103 38.929 7,83% 21.403 22.081 Communication, postage and others 5.043 5.385 6,78% 1.737 2.442 TOTAL OTHER OPERATING INCOME 79.363 88.025 10,91% 41.862 53.158 ------- ------- ------- ------- ------- TOTAL INCOME 627.814 812.358 29,39% 340.619 437.055 OPERATING EXPENSES Salaries and employee benefits 150.150 174.709 16,36% 77.863 86.381 Bonus plan payments 11.963 14.374 20,15% 6.704 9.265 Compensation 14.062 9.543 -32,14% 6.723 4.865 Administrative and other expenses 182.854 222.699 21,79% 88.803 111.027 Donation expenses 25 93 272,00% 14 48 Depreciation 18.113 21.334 17,78% 9.528 10.288 TOTAL OPERATING EXPENSES 377.167 442.752 17,39% 189.635 221.874 ------- ------- ------- ------- ------- NET OPERATING INCOME 250.647 369.606 47,46% 150.984 215.181 Merger expenses 11.324 11.324 0,00% 5.662 5.662 NON-OPERATING INCOME (EXPENSE) Other income 17.256 22.912 32,78% 9.650 15.158 Minority interest (733) (1.592) 117,19% 706 (188) Recovery of deposit security 1.912 5.917 209,47% 1.912 - Other expense (23.474) (31.858) 35,72% (18.131) (24.338) TOTAL NON-OPERATING INCOME (5.039) (4.621) -8,30% (5.863) (9.368) INCOME BEFORE INCOME TAXES 234.284 353.661 50,95% 139.459 200.151 Income tax expense (29.652) (113.030) 281,19% (16.680) (76.103) ------- ------- ------- ------- ------- NET INCOME 204.632 240.631 17,59% 122.779 124.048 ------- ------- ------- ------- ------- CONSOLIDATED INCOME STATEMENT QUARTER GROWTH (PS MILLIONS) 2Q 04 2Q 04/1Q 04 2Q 04/2Q 03 ------- ----------- ----------- INTEREST INCOME AND EXPENSES Interest on loans 276.572 7,25% 31,08% Interest on investment securities 72.877 -57,10% -55,49% Overnight funds 4.139 14,53% -19,80% Leasing 22.295 12,72% 69,60% TOTAL INTEREST INCOME 375.883 -16,68% -4,36% ------- ------ ------- Interest expense Checking accounts 3.075 -2,78% 0,03% Time deposits 62.815 0,58% 9,24% Savings deposits 37.679 25,33% 25,99% TOTAL INTEREST ON DEPOSITS 103.569 8,25% 14,47% ------- ------ ------- Interbank borrowings 900 -40,08% 30,25% Borrowings from domestic development banks 17.870 0,53% 26,27% Overnight funds 5.644 -43,68% -30,12% Bonds 11.021 75,89% 1504,22% TOTAL INTEREST EXPENSE 139.004 5,91% 21,84% ------- ------ ------- NET INTEREST INCOME 236.879 -25,95% -15,08% Provision for loan and accrued interest losses, net (23.668) 14,17% -45,01% Recovery of charged-off loans 7.836 25,72% -34,82% Provision for foreclosed assets and other assets 2.527 111,80% 107,66% Recovery of provisions for foreclosed assets and other assets 9.545 756,82% 267,96% ------- ------ ------- TOTAL NET PROVISIONS (3.760) -89,20% -93,88% NET INTEREST INCOME AFTER PROVISION FOR LOANS AND ACCRUED INTEREST LOSSES 233.119 -18,23% 7,17% ------- ------ ------- Commissions from banking services 48.979 10,27% 63,51% Credit card merchant fees 18.695 6,14% 36,73% Credit and debit card annual fees 16.982 4,52% 14,33% Checking fees 12.081 0,52% -11,71% Warehouse services 11.789 4,21% 3,15% Fiduciary activities 13.072 2,49% 27,51% Check remittance 2.728 -3,71% -46,73% International operations 4.520 -12,57% -27,78% FEES AND OTHER SERVICE INCOME 128.846 5,29% 22,45% ------- ------ ------- Fees and other service expenses (21.529) -8,58% -10,28% TOTAL FEES AND INCOME FROM SERVICES, NET 107.317 8,60% 32,11% ------- ------ ------- OTHER OPERATING INCOME Net foreign exchange gains 10.830 118,44% 130,12% Forward contracts in foreign currency 3.255 -95,51% -93,91% Dividend income 991 -93,36% -21,16% Revenues from commercial subsidiaries 16.848 -23,70% -21,28% Communication, postage and others 2.943 20,52% 69,43% TOTAL OTHER OPERATING INCOME 34.867 -34,41% -16,71% ------- ------ ------- TOTAL INCOME 375.303 -14,13% 10,18% OPERATING EXPENSES Salaries and employee benefits 88.328 2,25% 13,44% Bonus plan payments 5.109 -44,86% -23,79% Compensation 4.678 -3,84% -30,42% Administrative and other expenses 111.672 0,58% 25,75% Donation expenses 45 -6,25% 221,43% Depreciation 11.046 7,37% 15,93% TOTAL OPERATING EXPENSES 220.878 -0,45% 16,48% ------- ------ ------- NET OPERATING INCOME 154.425 -28,23% 2,28% Merger expenses 5.662 0,00% 0,00% NON-OPERATING INCOME (EXPENSE) Other income 7.754 -48,85% -19,65% Minority interest (1.404) 646,81% -298,87% Recovery of deposit security 5.917 100,00% 209,47% Other expense (7.520) -69,10% -58,52% TOTAL NON-OPERATING INCOME 4.747 150,67% 180,97% INCOME BEFORE INCOME TAXES 153.510 -23,30% 10,08% Income tax expense (36.927) -51,48% 121,38% ------- ------ ------- NET INCOME 116.583 -6,02% -5,05% ------- ------ -------