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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 20-F

________________________________________

(Mark One)

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

THE SECURITIES EXCHANGE ACT OF 1934

OR

  • ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2023

OR

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

  • SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report____________________

For the transition period from ______ to _______

Commission File Number 1-11414

BANCO LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.

(Exact name of Registrant as specified in its charter)

FOREIGN TRADE BANK OF LATIN AMERICA, INC.

REPUBLIC OF PANAMA

(Translation of Registrant's name into English)

(Jurisdiction of incorporation or organization)

________________________________________

Torre V, Business Park

Avenida La Rotonda, Urb. Costa del Este

P.O. Box 0819-08730

Panama City, Republic of Panama (Address of principal executive offices)

________________________________________

Ana Graciela de Méndez Chief Financial Officer +507 210-8500

Email address: amendez@bladex.com

Torre V, Business Park

Avenida La Rotonda, Urb. Costa del Este

P.O. Box 0819-08730

Panama City, Republic of Panama

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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________________________________________

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

Title of each class

Trading Symbol

Name of each exchange on which

registered

Class E Common Stock

BLX

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

________________________________________

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

6,342,189 Shares of Class A Common Stock

2,089,075 Shares of Class B Common Stock

28,108,597 Shares of Class E Common Stock

  • Shares of Class F Common Stock
    36,539,861 Total Shares of Common Stock

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

Yes

No

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

Yes

No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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

Yes

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

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  • The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).o

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

U.S. GAAP

International Financial Reporting Standards as issued

Other

by the International Accounting Standards Board

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes

No

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BANCO LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.

TABLE OF CONTENTS

Page

PART I

9

Item 1.

Identity of Directors, Senior Management and Advisers

9

Item 2.

Offer Statistics and Expected Timetable

9

Item 3.

Key Information

9

A.

[Reserved]

9

B.

Capitalization and Indebtedness

9

C.

Reasons for the Offer and Use of Proceeds

9

D.

Risk Factors

9

Item 4.

Information on the Company

26

A.

History and Development of the Company

26

B.

Business Overview

27

C.

Organizational Structure

52

D.

Property, Plant and Equipment

52

Item 4A.

Unresolved Staff Comments

52

Item 5.

Operating and Financial Review and Prospects

52

A.

Operating Results

54

B.

Liquidity and Capital Resources

71

C.

Research and Development, Patents and Licenses, etc.

83

D.

Trend Information

84

E.

Critical Accounting Estimates

86

Item 6.

Directors, Executive Officers and Employees

87

A.

Directors and Executive Officers

87

B.

Compensation

93

C.

Board Practices

97

D.

Employees

101

E.

Share Ownership

101

F.

Disclosure of a registrant's action to recover erroneously awarded compensation

101

Item 7.

Major Shareholders and Related Party Transactions

102

A.

Major Shareholders

102

B.

Related Party Transactions

104

C.

Interests of Experts and Counsel

104

Item 8.

Financial Information

104

A.

Consolidated Statements and Other Financial Information

104

B.

Significant Changes

105

Item 9.

The Offer and Listing

105

A.

Offer and Listing Details

105

B.

Plan of Distribution

106

C.

Markets

106

D.

Selling Shareholders

106

E.

Dilution

106

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F.

Expenses of the Issue

106

Item 10.

Additional Information

106

A.

Share Capital

106

B.

Memorandum and Articles of Association

106

C.

Material Contracts

108

D.

Exchange Controls

108

E.

Taxation

108

F.

Dividends and Paying Agents

112

G.

Statement by Experts

112

H.

Documents on Display

112

I.

Subsidiary Information

113

J.

Annual Report to Security Holders

113

Item 11.

Quantitative and Qualitative Disclosure About Market Risk

113

Item 12.

Description of Securities Other than Equity Securities

118

PART II

119

Item 13.

Defaults, Dividend Arrearages and Delinquencies

119

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

119

Item 15.

Controls and Procedures

119

Item 16.

[Reserved]

121

Item 16A.

Audit Committee Financial Expert

121

Item 16B.

Code of Ethics

121

Item 16C.

Principal Accountant Fees and Services

121

Item 16D.

Exemptions from the Listing Standards for Audit Committees

122

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

122

Item 16F.

Change in Registrant's Certifying Accountant

122

Item 16G.

Corporate Governance

122

Item 16H.

Mine Safety Disclosure

122

Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

123

Item 16J.

Insider Trading Policies

123

Item 16K.

Cybersecurity

123

PART III

124

Item 17.

Financial Statements

124

Item 18.

Financial Statements

124

Item 19.

Exhibits

125

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In this Annual Report on Form 20-F, or this Annual Report, references to the "Bank" or "Bladex" are to Banco Latinoamericano de Comercio Exterior, S.A., a specialized multinational bank incorporated under the laws of the Republic of Panama ("Panama"), and its consolidated subsidiaries described in Item 4.A "Information on the Company - History and Development of the Company." References to Bladex's consolidated financial statements (the "Consolidated Financial Statements") are to the financial statements of Banco Lationoamericano de Comercio Exterior, S.A., and its subsidiaries, with all intercompany balances and transactions having been eliminated for consolidating purposes. References to "Bladex Head Office" are to Banco Latinoamericano de Comercio Exterior, S.A. in its individual capacity. References to Bladex's loan portfolio (the "Loan Portfolio") are to the Bank's loans at amortized cost, gross of interest receivable, allowance for loan losses, unearned interest and deferred fees. References to Bladex's commercial portfolio (the "Commercial Portfolio") are to the Bank's Loan Portfolio plus customers' liabilities under acceptances, and loan commitments and financial guarantee contracts, such as confirmed and stand-by letters of credit, and guarantees covering commercial risk. References to Bladex's credit portfolio (the "Credit Portfolio") are to the Bank's Commercial Portfolio plus Bladex's investment portfolio (the "Investment Portfolio") consisting of securities at fair value through other comprehensive income ("FVOCI") and securities at amortized cost, gross of interest receivable and the allowance for expected credit losses. References to "U.S. dollars" or "$" are to United States ("U.S.") dollars. References to the "Region" are to Latin America and the Caribbean. The Bank accepts deposits and raises funds principally in U.S. dollars, grants loans mostly in U.S. dollars and publishes its Consolidated Financial Statements in U.S. dollars. The numbers and percentages set forth in this Annual Report have been rounded and, accordingly, may not total exactly.

Upon written or oral request, the Bank will provide without charge to each person to whom this Annual Report is delivered, a copy of any or all of the documents listed as exhibits to this Annual Report (other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in the documents). Written requests for copies should be directed to the attention of Mr. Carlos Daniel Raad, Chief Investor Relations Officer, Bladex, as follows: (1) if by regular mail, to P.O. Box 0819-08730, Panama City, Republic of Panama, and (2) if by courier, to Torre V, Business Park, Avenida La Rotonda, Urb. Costa del Este, Panama City, Republic of Panama. Telephone requests may be directed to Mr. Raad at +507 366-4925 ext. 7925. Written requests may also be sent via e-mail to Mr. Raad at craad@bladex.comor ir@bladex.com.

Summary of Risk Factors

The Bank's business, results of operations, financial conditions and cash flows are subject to, and could be materially adversely affected by, a number of risks and uncertainties, including risks relating to the nature of the Bank's business as a financial institution and its operations in the Region. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" for a more thorough description of these and other risks.

Risks Relating to the Bank's Business

  • Performance in the financial services industry is affected by market conditions, fiscal, monetary and regulatory policies and the macroeconomic climate.
  • Defaults by one or more financial institutions could adversely affect financial markets generally and the Bank specifically.
  • Bladex is exposed to liquidity risk, and its failure to adequately manage this risk could result in a liquidity shortage, which could adversely affect its financial condition, results of operations and cash flows.
  • The Bank's allowance for losses on financial instruments could be inadequate to cover credit losses mostly related to its loans, loan commitments and financial guarantee contracts.
  • The Bank's businesses are subject to market risk inherent in the Bank's financial instruments, as fluctuations in different metrics may have adverse effects on its financial position.
  • The Bank is exposed to interest rate risk and fluctuations in interest rates may negatively impact the Bank's business.
  • The Bank's Commercial Portfolio may decrease or may not grow as expected. Additionally, growth in the Bank's Commercial Portfolio or other factors, including those beyond the Bank's control, may expose the Bank to increases in its allowance for expected credit losses.
  • Reforms to and replacement of interbank offered rates ("IBORs") and certain other rates or indices may adversely affect the Bank's business, financial condition and results of operations.

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  • SOFR differs from former London Interbank Offered Rate ("LIBOR") in a number of material respects and has a limited history.
  • The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR.
  • Inflation and corresponding increases in market interest rates may adversely affect the value of the Bank's financial instruments.
  • Increased competition and banking industry consolidation could limit the Bank's ability to grow and may adversely affect its results of operations.
  • The Bank's businesses rely heavily on data collection, management and processing, and information systems, several of which are provided by third parties. Operational failures or security breaches with respect to any of the foregoing could adversely affect the Bank, including the effectiveness of its risk management and internal control systems. Additionally, the Bank may experience cyberattacks or system defects and failures (including failures to update systems), viruses, worms, and other malicious software from computer "hackers" or other sources, which could unexpectedly interfere with the operation of the Bank's systems.
  • Operational problems or errors can have a material adverse impact on the Bank's business, financial condition, reputation, results of operations and cash flows.
  • Any delays or failure to implement business initiatives that the Bank may undertake could prevent the Bank from realizing the anticipated revenues and benefits of these initiatives.
  • The Bank's hedging strategy may not be able to prevent losses.
  • Any failure to remain in compliance with applicable banking laws or other applicable regulations in the jurisdictions in which the Bank operates could harm its reputation and/or cause it to become subject to fines, sanctions or legal enforcement, which could have a material adverse effect on the Bank's business, financial condition and results of operations.
  • The perception of Panama by certain international financial regulatory bodies as a jurisdiction with increased susceptibility to shortcomings in financial compliance may result in increased international regulatory requirements or adverse publicity which may adversely affect the Panamanian financial sector and the Panamanian economy and, consequently, the Bank's financial condition and results of operation.
  • Any failure to comply with anti-money laundering, anti-corruption,anti-bribery and anti-terrorist financing laws and regulations could damage the Bank's reputation and/or expose the Bank to penalties.
  • Expansion and/or enforcement of U.S. economic or financial sanctions, requirements or trade embargoes could have a material adverse effect on the Bank.
  • Changes in applicable law and regulation may have a material adverse effect on the Bank.
  • Any failure by the Bank to maintain effective internal control over financial reporting may adversely affect investor confidence and, as a result, the value of investments in the Bank's securities.
  • The Bank makes estimates and assumptions in connection with the preparation of its Consolidated Financial Statements, and any changes to those estimates and assumptions could have a material adverse effect on its operating results.
  • The loss of senior management, or the Bank's ability to attract and maintain key personnel, could have a material adverse effect on it.
  • Financial institutions such as the Bank are facing increased scrutiny on climate and broader environmental, social and governance (ESG)- related issues from governments, regulators, shareholders and other bodies, leading to reputational and other risks.
  • The Bank's ability to maintain its competitive position depends, in part, on the success of new products and services it offers to its customers and on its ability to offer products and services that meet the customers' needs during the whole

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life cycle of the products or services. The Bank's failure to manage various risks it faces as it expands its range of products and services could have a material adverse effect on the Bank.

Risks Relating to the Region

  • The Bank's credit activities are concentrated in the Region. The Bank also faces borrower concentration. Adverse economic developments in the Region or in the condition of the Bank's largest borrowers could adversely affect the Bank's growth, asset quality, prospects, profitability, financial condition and financial results.
  • The Bank's mission is focused on supporting trade and regional integration across the Region. As a result, any increases in tariffs, supply chain disruptions or other restrictions or impediments affecting foreign trade, or resulting uncertainty that reduces international trade flows, either throughout the Region or globally, could adversely affect the Bank's business, results of operations or share price.
  • The Region's economies remain vulnerable to inflationary pressures. Elevated levels of inflation in the Region may have a material adverse effect on the Region's economic growth and, therefore, the Bank's results of operations and financial condition.
  • Local country foreign exchange controls or currency devaluation, and elevated inflation, may harm the Bank's borrowers' ability to pay U.S. dollar-denominated obligations.
  • A significant portion of the Bank's Loan Portfolio consists of loans made to borrowers in the oil/gas and agribusiness sectors in the Region. Lending in these sectors presents unique risks related to commodities pricing.
  • A downgrade in the Bank's credit ratings may adversely affect its funding costs, access to capital, access to loan and debt capital markets, liquidity and, as a result, its business and results of operations. Increased risk perception in countries in the Region where the Bank has large credit exposures could have an adverse impact on the Bank's credit ratings.
  • Climatic and natural phenomena such as tropical storms, floods, mudslides and earthquakes may adversely affect lending volume and the quality of the Loan Portfolio.

Forward-Looking Statements

In addition to historical information, this Annual Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements may appear throughout this Annual Report. The Bank uses words such as "believe," "intend," "expect," "anticipate," "plan," "may," "will," "should," "estimate," "potential," "project" and similar expressions to identify forward- looking statements. Such statements include, among others, those concerning the Bank's expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors or events that could cause actual results to differ materially from these forward- looking statements include the risks described in the section titled "Risk Factors." Factors or events that could cause the Bank's actual results to differ may emerge from time to time, and it is not possible for the Bank to predict all such factors or results. The Bank undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law or regulation. Forward- looking statements include statements regarding:

  • changes in general economic conditions in North America, Central America, South America and the jurisdictions in which the Bank or its customers operate, such as new, continuing or deepening recessions, persistent inflationary pressures, fluctuations in employment, disruption of supply chains, sanctions and trade embargos and its impact on commodities prices, currency exchange rates and monetary policy uncertainties (including, without limitation, as a result of the geopolitical crisis resulting from the conflict between Israel, Hamas and the wider conflict in the Middle East, the Russian-Ukrainian conflict and the COVID-19 pandemic);
  • changes in global economic conditions, including but not limited to, the geopolitical crisis resulting from the conflict between Israel, Hamas, and Iran and the wider conflict in the Middle East, the Russian-Ukrainian conflict, related

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sanctions and trade embargos, global shipping disruptions in the Red Sea and the Panama Canal, the impact on commodities prices, currency exchange rates and monetary policy uncertainties;

  • devaluation of the currencies and interest rate increases or fluctuations in countries in which the Bank conducts its business and globally;
  • defaults by one or more financial institutions;
  • the Bank's ability to grow its Credit Portfolio, which consists of the Commercial Portfolio and the Investment Portfolio (as defined herein);
  • the Bank's ability to increase the number of its clients;
  • the Bank's ability to maintain its investment-grade credit ratings and de facto preferred creditor status;
  • the effects of exchange rates and the macroeconomic environment in both in Latin America and the Caribbean (the "Region") on the Bank's financial condition;
  • the risks related to the discontinuation of other reference rates, and the related replacement of those rates with other reference rates available in the market, such as the Secured Overnight Financing Rate ("SOFR"), including increased expenses, litigation and the effectiveness of hedging strategies, the execution of the Bank's strategies and initiatives, including its revenue diversification strategy;
  • the execution of the Bank's strategies and initiatives, including its revenue diversification strategy;
  • anticipated profits and return on equity in future periods;
  • the Bank's level of capitalization and debt;
  • the implied volatility of the Bank's Treasury profits;
  • levels of defaults by borrowers and the adequacy of the Bank's allowance for losses on financial instruments and the measure of its expected credit loss model;
  • the availability and mix of future sources of funding for the Bank's lending operations;
  • the adequacy of the Bank's sources of liquidity to cover large deposit withdrawals;
  • management's expectations and estimates concerning the Bank's future financial performance, financing, plans and programs, and the effects of competition;
  • government regulations and tax laws and changes therein;
  • increases in applicable compulsory reserve and deposit requirements;
  • the effectiveness of the Bank's risk management policies;
  • failure in, or breach of, the Bank's operational or security systems or infrastructure;
  • regulation of the Bank's business and operations on a consolidated basis;
  • the effects of possible changes in economic or financial sanctions, requirements, or trade embargoes, changes in international trade, tariffs, restrictions or policies;
  • credit and other risks of lending and investment activities; and
  • the Bank's ability to sustain or improve its operating performance.

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In addition, the statements included under the headings "Item 4.B. Business Overview-Strategies for 2024 and Subsequent Years" and "Item 5.D. Trend Information" are forward-looking statements. Given the risks and uncertainties surrounding forward-looking statements, undue reliance should not be placed on these statements. Many of these factors are beyond the Bank's ability to control or predict. The Bank's forward-looking statements speak only as of the date of this Annual Report. Other than as required by law, the Bank undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

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BLADEX - Foreign Trade Bank of Latin America Inc. published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 22:11:11 UTC.